As filed with the United States Securities and Exchange Commission on December 13, 2017
1933 Act Registration. No. 002-58287
1940 Act Registration. No. 811-02729
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 77 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 78 |
(Check appropriate box or boxes.)
SHORT-TERM INVESTMENTS TRUST
(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 Davidson, Esquire | Matthew R. DiClemente, Esquire | |
Invesco Advisers, Inc. | Stradley Ronon, Stevens & Young, LLP | |
11 Greenway Plaza, Suite 1000 | 2005 Market Street, Suite 2600 | |
Houston, TX 77046 | 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 December 15, 2017 to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | on [date] pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | on [Date] pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
☐ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Prospectus | December 15, 2017 |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Cash Management |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Cash Management Class shares to 0.26%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Cash Management | $27 | $101 | $183 | $423 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Cash Management Class: Inception (1/17/1996) | 0.42% | 0.11% | 0.91% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Cash Management |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Cash Management Class shares to 0.26%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Cash Management | $27 | $103 | $187 | $434 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Cash Management Class: Inception (6/30/1994) | 0.29% | 0.12% | 0.85% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Cash Management |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Cash Management Class shares to 0.26%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Cash Management | $27 | $88 | $155 | $354 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Cash Management Class: Inception (8/18/1993) | 0.15% | 0.05% | 0.67% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Cash Management |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Cash Management | $24 | $74 | $130 | $293 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Cash Management Class: Inception (9/1/1998) | 0.20% | 0.06% | 0.77% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Cash Management |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Cash Management Class shares to 0.26%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Cash Management | $27 | $92 | $165 | $377 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Cash Management Class: Inception (12/30/1999) | 0.13% | 0.06% | 0.74% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Cash Management |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Cash Management Class shares to 0.28%,of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Cash Management | $29 | $127 | $235 | $550 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Cash Management Class: Inception (1/4/1999) | 0.23% | 0.09% | 0.60% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $35,080, $18,306, $392,165, $144,562, $2,026 and $34,231 for Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Liquid Assets Portfolio — Cash Management Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.26% | 0.34% | 0.34% | 0.34% | 0.34% | 0.34% | 0.34% | 0.34% | 0.34% | 0.34% |
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 | 4.74% | 9.62% | 14.73% | 20.08% | 25.67% | 31.53% | 37.66% | 44.07% | 50.79% | 57.81% |
End of Year Balance | $10,474.00 | $10,962.09 | $11,472.92 | $12,007.56 | $12,567.11 | $13,152.74 | $13,765.66 | $14,407.14 | $15,078.51 | $15,781.17 |
Estimated Annual Expenses | $ 26.62 | $ 36.44 | $ 38.14 | $ 39.92 | $ 41.78 | $ 43.72 | $ 45.76 | $ 47.89 | $ 50.13 | $ 52.46 |
|
Invesco STIC Prime Portfolio — Cash Management Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.26% | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.74% | 9.61% | 14.71% | 20.04% | 25.62% | 31.46% | 37.58% | 43.98% | 50.67% | 57.68% |
End of Year Balance | $10,474.00 | $10,961.04 | $11,470.73 | $12,004.12 | $12,562.31 | $13,146.46 | $13,757.77 | $14,397.50 | $15,066.99 | $15,767.60 |
Estimated Annual Expenses | $ 26.62 | $ 37.51 | $ 39.26 | $ 41.08 | $ 42.99 | $ 44.99 | $ 47.08 | $ 49.27 | $ 51.56 | $ 53.96 |
|
Invesco Treasury Portfolio — Cash Management Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.26% | 0.28% | 0.28% | 0.28% | 0.28% | 0.28% | 0.28% | 0.28% | 0.28% | 0.28% |
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 | 4.74% | 9.68% | 14.86% | 20.28% | 25.96% | 31.90% | 38.13% | 44.65% | 51.48% | 58.63% |
End of Year Balance | $10,474.00 | $10,968.37 | $11,486.08 | $12,028.22 | $12,595.96 | $13,190.48 | $13,813.08 | $14,465.05 | $15,147.80 | $15,862.78 |
Estimated Annual Expenses | $ 26.62 | $ 30.02 | $ 31.44 | $ 32.92 | $ 34.47 | $ 36.10 | $ 37.80 | $ 39.59 | $ 41.46 | $ 43.41 |
|
Invesco Government & Agency Portfolio — Cash Management Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% |
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 | 4.77% | 9.77% | 15.00% | 20.49% | 26.24% | 32.26% | 38.57% | 45.18% | 52.10% | 59.36% |
End of Year Balance | $10,477.00 | $10,976.75 | $11,500.34 | $12,048.91 | $12,623.64 | $13,225.79 | $13,856.66 | $14,517.62 | $15,210.11 | $15,935.64 |
Estimated Annual Expenses | $ 23.55 | $ 24.67 | $ 25.85 | $ 27.08 | $ 28.37 | $ 29.73 | $ 31.14 | $ 32.63 | $ 34.19 | $ 35.82 |
|
Invesco Treasury Obligations Portfolio — Cash Management Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.26% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% |
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 | 4.74% | 9.66% | 14.82% | 20.21% | 25.86% | 31.78% | 37.97% | 44.46% | 51.25% | 58.36% |
End of Year Balance | $10,474.00 | $10,966.28 | $11,481.69 | $12,021.33 | $12,586.34 | $13,177.89 | $13,797.25 | $14,445.72 | $15,124.67 | $15,835.53 |
Estimated Annual Expenses | $ 26.62 | $ 32.16 | $ 33.67 | $ 35.25 | $ 36.91 | $ 38.65 | $ 40.46 | $ 42.36 | $ 44.36 | $ 46.44 |
|
Invesco Tax-Free Cash Reserve Portfolio — Cash Management Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.28% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% |
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 | 4.72% | 9.48% | 14.47% | 19.67% | 25.12% | 30.81% | 36.76% | 42.99% | 49.49% | 56.30% |
End of Year Balance | $10,472.00 | $10,948.48 | $11,446.63 | $11,967.45 | $12,511.97 | $13,081.27 | $13,676.46 | $14,298.74 | $14,949.34 | $15,629.53 |
Estimated Annual Expenses | $ 28.66 | $ 48.20 | $ 50.39 | $ 52.68 | $ 55.08 | $ 57.58 | $ 60.20 | $ 62.94 | $ 65.81 | $ 68.80 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Initial Investments Per Fund Account* | $1,000 |
Additional Investments Per Fund Account | No minimum |
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone | Open your account as described above. | Call the Funds’ transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. |
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. |
|
Invesco Treasury Obligations Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 2:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 2:30 p.m. Eastern Time and 3:00 p.m. Eastern Time on a business day it must do so by telephone. |
Invesco Treasury Obligations Portfolio | |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Fund’s transfer agent before 3:00 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Fund’s transfer agent must receive your redemption request before 2:30 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
Invesco Tax-Free Cash Reserve Portfolio | |
Through a Financial Intermediary | Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Telephone | A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the Fund’s transfer agent before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Liquidity Link | If you place your redemption request via Liquidity Link, the Fund’s transfer agent must generally receive your redemption request before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund. |
■ | With respect to Funds maintaining a constant net asset value, each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | With respect to 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Because the Funds, other than the Invesco Liquid Assets Portfolio and the Invesco STIC Prime Portfolio, expect 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.” |
■ | Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on the sale or exchange of shares of those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis. |
■ | Regarding Invesco Liquid Assets Portfolio and Invesco STIC Prime 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. | |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service (IRS) instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. |
■ | You will not be required to include the portion of dividends paid by a Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares. |
■ | An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes, except for Invesco Tax-Free Cash Reserve Portfolio. Information on Invesco Tax-Free Cash Reserve Portfolio is located below, under the heading “Invesco Tax-Free Cash Reserve Portfolio.” |
■ | 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. |
■ | 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. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. | |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Liquid Assets Portfolio | Invesco Government & Agency Portfolio |
Invesco STIC Prime Portfolio | Invesco Treasury Obligations Portfolio |
Invesco
Treasury Portfolio
SEC 1940 Act file number: 811-02729 |
Invesco Tax-Free Cash Reserve Portfolio |
invesco.com/us | CM-STIT-PRO-3 |
Prospectus | December 15, 2017 |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Corporate |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Corporate |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.03 |
|
|
Other Expenses | 0.11 |
|
|
Total Annual Fund Operating Expenses | 0.29 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.08 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.21 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Corporate Class shares to 0.21% of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Corporate | $22 | $85 | $155 | $360 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Corporate Class: Inception (3/29/2005) | 0.47% | 0.16% | 0.96% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Corporate |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Corporate |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.03 |
|
|
Other Expenses | 0.12 |
|
|
Total Annual Fund Operating Expenses | 0.30 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.09 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.21 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Corporate Class shares to 0.21% of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Corporate | $22 | $87 | $160 | $372 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Corporate Class: Inception (3/31/2005) | 0.34% | 0.13% | 0.88% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Corporate |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Corporate |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.03 |
|
|
Other Expenses | 0.05 |
|
|
Total Annual Fund Operating Expenses | 0.23 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.02 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.21 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Corporate Class shares to 0.21% of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Corporate | $22 | $72 | $127 | $291 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Corporate Class: Inception (8/1/2005) | 0.20% | 0.06% | 0.69% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Corporate |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Corporate | $18 | $58 | $101 | $230 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Corporate Class: Inception (6/30/2005) | 0.25% | 0.07% | 0.80% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Corporate |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Corporate |
Management Fees | 0.13% |
|
|
Distribution and/or Service (12b-1) Fees | 0.03 |
|
|
Other Expenses | 0.09 |
|
|
Total Annual Fund Operating Expenses | 0.25 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.04 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.21 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Corporate Class shares to 0.21% of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Corporate | $22 | $76 | $137 | $314 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Corporate Class: Inception (2/23/2006) | 0.15% | 0.07% | 0.76% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Corporate |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Corporate |
Management Fees | 0.20% |
|
|
Distribution and/or Service (12b-1) Fees | 0.03 |
|
|
Other Expenses | 0.17 |
|
|
Total Annual Fund Operating Expenses | 0.40 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.17 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.23 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Corporate Class shares to 0.23%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Corporate | $24 | $111 | $207 | $489 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Corporate Class: Inception (9/8/2005) | 0.26% | 0.09% | 0.62% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Net
asset
value, beginning of period |
Net
investment income (a) |
Net
gains
(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 expense reimbursements |
Ratio
of
expenses to average net assets without fee waivers and/or expense reimbursements |
Ratio
of net
investment income to average net assets |
|
Invesco Liquid Assets Portfolio | |||||||||||||
Year ended 08/31/17 | $1.00 | $0.0048 | $0.0036 | $0.0084 | $(0.0077) | $(0.0005) | $(0.0082) | $1.0002 | 0.81% | $ 9,483 | 0.21% (c) | 0.29% (c) | 0.48% (c) |
Year ended 08/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.30 | 169,660 | 0.18 | 0.21 | 0.31 |
Year ended 08/31/15 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.05 | 1,054,301 | 0.17 | 0.20 | 0.05 |
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.04 | 670,700 | 0.17 | 0.20 | 0.04 |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.09 | 1,496,576 | 0.17 | 0.20 | 0.09 |
|
|||||||||||||
Invesco STIC Prime Portfolio | |||||||||||||
Year ended 08/31/17 | 1.00 | 0.0059 | 0.0007 | 0.0066 | (0.0066) | — | (0.0066) | 1.0000 | 0.66 | 20 | 0.21 (c) | 0.30 (c) | 0.59 (c) |
Year ended 08/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.24 | 9 | 0.17 | 0.23 | 0.23 |
Year ended 08/31/15 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.04 | 77,043 | 0.07 | 0.22 | 0.10 |
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.08 | 59,554 | 0.06 | 0.22 | 0.08 |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.06 | 68,522 | 0.11 | 0.22 | 0.08 |
|
|||||||||||||
Invesco Treasury Portfolio | |||||||||||||
Year ended 08/31/17 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.49 | 607,827 | 0.21 (c) | 0.23 (c) | 0.49 (c) |
Year ended 08/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.14 | 1,173,253 | 0.17 | 0.21 | 0.14 |
Year ended 08/31/15 | 1.00 | 0.00 | (0.00) | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.01 | 1,770,653 | 0.06 | 0.20 | 0.02 |
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.01 | 1,423,728 | 0.04 | 0.20 | 0.02 |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | (0.00) | (0.00) | 1.00 | 0.02 | 2,837,170 | 0.09 | 0.21 | 0.02 |
|
|||||||||||||
Invesco Government & Agency Portfolio | |||||||||||||
Year ended 08/31/17 | 1.00 | 0.01 | (0.00) | 0.01 | (0.01) | — | (0.01) | 1.00 | 0.53 | 324,437 | 0.18 (c) | 0.18 (c) | 0.55 (c) |
Year ended 08/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.17 | 316,444 | 0.16 | 0.18 | 0.17 |
Year ended 08/31/15 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.02 | 631,189 | 0.08 | 0.16 | 0.02 |
Year ended 08/31/14 | 1.00 | 0.00 | — | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.02 | 659,821 | 0.06 | 0.16 | 0.02 |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | (0.00) | (0.00) | 1.00 | 0.03 | 835,545 | 0.11 | 0.17 | 0.02 |
|
|||||||||||||
Invesco Treasury Obligations Portfolio | |||||||||||||
Year ended 08/31/17 | 1.00 | 0.00 | (0.00) | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.41 | 10 | 0.21 (c) | 0.25 (c) | 0.45 (c) |
Year ended 08/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.11 | 2,948 | 0.14 | 0.39 | 0.11 |
Year ended 08/31/15 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.02 | 28,019 | 0.00 | 0.36 | 0.08 |
Year ended 08/31/14 | 1.00 | 0.00 | (0.00) | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.04 | 50,514 | 0.02 | 0.32 | 0.03 |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.03 | 10 | 0.06 | 0.23 | 0.03 |
|
|||||||||||||
Invesco Tax-Free Cash Reserve Portfolio | |||||||||||||
Year ended 08/31/17 | 1.00 | 0.01 | (0.00) | 0.01 | (0.01) | — | (0.01) | 1.00 | 0.54 | 0 | 0.23 (c) | 0.40 (c) | 0.53 (c) |
Year ended 08/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.08 | 32 | 0.10 | 0.34 | 0.12 |
Year ended 08/31/15 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.01 | 26,479 | 0.03 | 0.34 | 0.04 |
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.05 | 31,522 | 0.04 | 0.33 | 0.04 |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | — | (0.00) | 1.00 | 0.06 | 31,450 | 0.10 | 0.33 | 0.06 |
|
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and is not annualized for periods less than one year. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $26,659, $18, $830,886, $270,717, $284 and $21 for Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Liquid Assets Portfolio — Corporate Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.21% | 0.29% | 0.29% | 0.29% | 0.29% | 0.29% | 0.29% | 0.29% | 0.29% | 0.29% |
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 | 4.79% | 9.73% | 14.89% | 20.31% | 25.97% | 31.90% | 38.12% | 44.62% | 51.43% | 58.57% |
End of Year Balance | $10,479.00 | $10,972.56 | $11,489.37 | $12,030.52 | $12,597.16 | $13,190.48 | $13,811.75 | $14,462.29 | $15,143.46 | $15,856.72 |
Estimated Annual Expenses | $ 21.50 | $ 31.10 | $ 32.57 | $ 34.10 | $ 35.71 | $ 37.39 | $ 39.15 | $ 41.00 | $ 42.93 | $ 44.95 |
|
Invesco STIC Prime Portfolio — Corporate Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.21% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% |
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 | 4.79% | 9.72% | 14.87% | 20.27% | 25.92% | 31.84% | 38.04% | 44.53% | 51.32% | 58.43% |
End of Year Balance | $10,479.00 | $10,971.51 | $11,487.17 | $12,027.07 | $12,592.34 | $13,184.18 | $13,803.84 | $14,452.62 | $15,131.89 | $15,843.09 |
Estimated Annual Expenses | $ 21.50 | $ 32.18 | $ 33.69 | $ 35.27 | $ 36.93 | $ 38.66 | $ 40.48 | $ 42.38 | $ 44.38 | $ 46.46 |
|
Invesco Treasury Portfolio — Corporate Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.21% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% | 0.23% |
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 | 4.79% | 9.79% | 15.03% | 20.51% | 26.26% | 32.28% | 38.59% | 45.20% | 52.13% | 59.39% |
End of Year Balance | $10,479.00 | $10,978.85 | $11,502.54 | $12,051.21 | $12,626.05 | $13,228.32 | $13,859.31 | $14,520.40 | $15,213.02 | $15,938.68 |
Estimated Annual Expenses | $ 21.50 | $ 24.68 | $ 25.85 | $ 27.09 | $ 28.38 | $ 29.73 | $ 31.15 | $ 32.64 | $ 34.19 | $ 35.82 |
|
Invesco Government & Agency Portfolio — Corporate Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.18% | 0.18% | 0.18% | 0.18% | 0.18% | 0.18% | 0.18% | 0.18% | 0.18% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.87% | 15.17% | 20.72% | 26.54% | 32.64% | 39.03% | 45.73% | 52.76% | 60.12% |
End of Year Balance | $10,482.00 | $10,987.23 | $11,516.82 | $12,071.93 | $12,653.79 | $13,263.71 | $13,903.02 | $14,573.14 | $15,275.57 | $16,011.85 |
Estimated Annual Expenses | $ 18.43 | $ 19.32 | $ 20.25 | $ 21.23 | $ 22.25 | $ 23.33 | $ 24.45 | $ 25.63 | $ 26.86 | $ 28.16 |
|
Invesco Treasury Obligations Portfolio — Corporate Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.21% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.79% | 9.77% | 14.98% | 20.44% | 26.16% | 32.16% | 38.43% | 45.01% | 51.90% | 59.11% |
End of Year Balance | $10,479.00 | $10,976.75 | $11,498.15 | $12,044.31 | $12,616.42 | $13,215.69 | $13,843.44 | $14,501.00 | $15,189.80 | $15,911.32 |
Estimated Annual Expenses | $ 21.50 | $ 26.82 | $ 28.09 | $ 29.43 | $ 30.83 | $ 32.29 | $ 33.82 | $ 35.43 | $ 37.11 | $ 38.88 |
|
Invesco Tax-Free Cash Reserve Portfolio — Corporate Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.23% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% | 0.40% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.77% | 9.59% | 14.63% | 19.90% | 25.42% | 31.19% | 37.22% | 43.54% | 50.14% | 57.04% |
End of Year Balance | $10,477.00 | $10,958.94 | $11,463.05 | $11,990.35 | $12,541.91 | $13,118.84 | $13,722.30 | $14,353.53 | $15,013.79 | $15,704.43 |
Estimated Annual Expenses | $ 23.55 | $ 42.87 | $ 44.84 | $ 46.91 | $ 49.06 | $ 51.32 | $ 53.68 | $ 56.15 | $ 58.73 | $ 61.44 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Initial Investments Per Fund Account* | $1,000 |
Additional Investments Per Fund Account | No minimum |
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone | Open your account as described above. | Call the Funds’ transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. |
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. |
|
Invesco Treasury Obligations Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 2:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 2:30 p.m. Eastern Time and 3:00 p.m. Eastern Time on a business day it must do so by telephone. |
Invesco Treasury Obligations Portfolio | |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Fund’s transfer agent before 3:00 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Fund’s transfer agent must receive your redemption request before 2:30 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
Invesco Tax-Free Cash Reserve Portfolio | |
Through a Financial Intermediary | Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Telephone | A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the Fund’s transfer agent before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Liquidity Link | If you place your redemption request via Liquidity Link, the Fund’s transfer agent must generally receive your redemption request before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund. |
■ | With respect to Funds maintaining a constant net asset value, each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | With respect to 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Because the Funds, other than the Invesco Liquid Assets Portfolio and the Invesco STIC Prime Portfolio, expect 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.” |
■ | Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on the sale or exchange of shares of those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis. |
■ | Regarding Invesco Liquid Assets Portfolio and Invesco STIC Prime 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. | |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service (IRS) instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. |
■ | You will not be required to include the portion of dividends paid by a Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares. |
■ | An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes, except for Invesco Tax-Free Cash Reserve Portfolio. Information on Invesco Tax-Free Cash Reserve Portfolio is located below, under the heading “Invesco Tax-Free Cash Reserve Portfolio.” |
■ | 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. |
■ | 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. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. | |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Liquid Assets Portfolio | Invesco Government & Agency Portfolio |
Invesco STIC Prime Portfolio | Invesco Treasury Obligations Portfolio |
Invesco
Treasury Portfolio
SEC 1940 Act file number: 811-02729 |
Invesco Tax-Free Cash Reserve Portfolio |
invesco.com/us | CM-STIT-PRO-2 |
Prospectus | December 15, 2017 |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Institutional Class shares to 0.18%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $18 | $76 | $138 | $323 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Institutional Class: Inception (11/4/1993) | 0.50% | 0.19% | 0.99% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Institutional Class shares to 0.18%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $18 | $78 | $143 | $334 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Institutional Class: Inception (11/10/1980) | 0.37% | 0.15% | 0.90% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Institutional Class shares to 0.18%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $18 | $62 | $111 | $253 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Institutional Class: Inception (4/12/1984) | 0.23% | 0.06% | 0.70% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $15 | $48 | $85 | $192 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Institutional Class: Inception (9/1/1998) | 0.28% | 0.08% | 0.81% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Institutional Class shares to 0.18%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $18 | $67 | $120 | $276 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Institutional Class: Inception (8/17/1990) | 0.18% | 0.07% | 0.77% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Institutional Class shares to 0.20%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $20 | $102 | $191 | $451 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Institutional Class: Inception (4/18/1983) | 0.29% | 0.10% | 0.63% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $883,162, $492,854, $19,972,770, $22,722,068, $1,121,643 and $115,604 for Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Liquid Assets Portfolio — Institutional Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.26% | 0.26% | 0.26% | 0.26% | 0.26% | 0.26% | 0.26% | 0.26% | 0.26% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.79% | 14.99% | 20.44% | 26.15% | 32.13% | 38.39% | 44.95% | 51.83% | 59.02% |
End of Year Balance | $10,482.00 | $10,978.85 | $11,499.24 | $12,044.31 | $12,615.21 | $13,213.17 | $13,839.47 | $14,495.46 | $15,182.55 | $15,902.20 |
Estimated Annual Expenses | $ 18.43 | $ 27.90 | $ 29.22 | $ 30.61 | $ 32.06 | $ 33.58 | $ 35.17 | $ 36.84 | $ 38.58 | $ 40.41 |
|
Invesco STIC Prime Portfolio — Institutional Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.27% | 0.27% | 0.27% | 0.27% | 0.27% | 0.27% | 0.27% | 0.27% | 0.27% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.78% | 14.97% | 20.41% | 26.10% | 32.07% | 38.32% | 44.86% | 51.71% | 58.89% |
End of Year Balance | $10,482.00 | $10,977.80 | $11,497.05 | $12,040.86 | $12,610.39 | $13,206.86 | $13,831.55 | $14,485.78 | $15,170.96 | $15,888.54 |
Estimated Annual Expenses | $ 18.43 | $ 28.97 | $ 30.34 | $ 31.78 | $ 33.28 | $ 34.85 | $ 36.50 | $ 38.23 | $ 40.04 | $ 41.93 |
|
Invesco Treasury Portfolio — Institutional Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.20% | 0.20% | 0.20% | 0.20% | 0.20% | 0.20% | 0.20% | 0.20% | 0.20% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.85% | 15.12% | 20.65% | 26.44% | 32.51% | 38.87% | 45.54% | 52.52% | 59.84% |
End of Year Balance | $10,482.00 | $10,985.14 | $11,512.42 | $12,065.02 | $12,644.14 | $13,251.06 | $13,887.11 | $14,553.69 | $15,252.27 | $15,984.38 |
Estimated Annual Expenses | $ 18.43 | $ 21.47 | $ 22.50 | $ 23.58 | $ 24.71 | $ 25.90 | $ 27.14 | $ 28.44 | $ 29.81 | $ 31.24 |
|
Invesco Government & Agency Portfolio — Institutional Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.15% | 0.15% | 0.15% | 0.15% | 0.15% | 0.15% | 0.15% | 0.15% | 0.15% | 0.15% |
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 | 4.85% | 9.94% | 15.27% | 20.86% | 26.72% | 32.87% | 39.31% | 46.07% | 53.15% | 60.58% |
End of Year Balance | $10,485.00 | $10,993.52 | $11,526.71 | $12,085.75 | $12,671.91 | $13,286.50 | $13,930.90 | $14,606.54 | $15,314.96 | $16,057.74 |
Estimated Annual Expenses | $ 15.36 | $ 16.11 | $ 16.89 | $ 17.71 | $ 18.57 | $ 19.47 | $ 20.41 | $ 21.40 | $ 22.44 | $ 23.53 |
|
Invesco Treasury Obligations Portfolio — Institutional Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.22% | 0.22% | 0.22% | 0.22% | 0.22% | 0.22% | 0.22% | 0.22% | 0.22% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.83% | 15.08% | 20.58% | 26.34% | 32.38% | 38.71% | 45.34% | 52.29% | 59.57% |
End of Year Balance | $10,482.00 | $10,983.04 | $11,508.03 | $12,058.11 | $12,634.49 | $13,238.42 | $13,871.22 | $14,534.26 | $15,229.00 | $15,956.94 |
Estimated Annual Expenses | $ 18.43 | $ 23.61 | $ 24.74 | $ 25.92 | $ 27.16 | $ 28.46 | $ 29.82 | $ 31.25 | $ 32.74 | $ 34.30 |
|
Invesco Tax-Free Cash Reserve Portfolio — Institutional Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.20% | 0.37% | 0.37% | 0.37% | 0.37% | 0.37% | 0.37% | 0.37% | 0.37% | 0.37% |
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 | 4.80% | 9.65% | 14.73% | 20.04% | 25.60% | 31.41% | 37.50% | 43.86% | 50.53% | 57.50% |
End of Year Balance | $10,480.00 | $10,965.22 | $11,472.91 | $12,004.11 | $12,559.90 | $13,141.42 | $13,749.87 | $14,386.49 | $15,052.58 | $15,749.52 |
Estimated Annual Expenses | $ 20.48 | $ 39.67 | $ 41.51 | $ 43.43 | $ 45.44 | $ 47.55 | $ 49.75 | $ 52.05 | $ 54.46 | $ 56.98 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Initial Investments Per Fund Account* | $1,000 |
Additional Investments Per Fund Account | No minimum |
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone | Open your account as described above. | Call the Funds’ transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. |
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. |
|
Invesco Treasury Obligations Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 2:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 2:30 p.m. Eastern Time and 3:00 p.m. Eastern Time on a business day it must do so by telephone. |
Invesco Treasury Obligations Portfolio | |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Fund’s transfer agent before 3:00 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Fund’s transfer agent must receive your redemption request before 2:30 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
Invesco Tax-Free Cash Reserve Portfolio | |
Through a Financial Intermediary | Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Telephone | A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the Fund’s transfer agent before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Liquidity Link | If you place your redemption request via Liquidity Link, the Fund’s transfer agent must generally receive your redemption request before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund. |
■ | With respect to Funds maintaining a constant net asset value, each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | With respect to 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Because the Funds, other than the Invesco Liquid Assets Portfolio and the Invesco STIC Prime Portfolio, expect 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.” |
■ | Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on the sale or exchange of shares of those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis. |
■ | Regarding Invesco Liquid Assets Portfolio and Invesco STIC Prime 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. | |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service (IRS) instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. |
■ | You will not be required to include the portion of dividends paid by a Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares. |
■ | An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes, except for Invesco Tax-Free Cash Reserve Portfolio. Information on Invesco Tax-Free Cash Reserve Portfolio is located below, under the heading “Invesco Tax-Free Cash Reserve Portfolio.” |
■ | 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. |
■ | 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. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. | |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Liquid Assets Portfolio | Invesco Government & Agency Portfolio |
Invesco STIC Prime Portfolio | Invesco Treasury Obligations Portfolio |
Invesco
Treasury Portfolio
SEC 1940 Act file number: 811-02729 |
Invesco Tax-Free Cash Reserve Portfolio |
invesco.com/us | CM-STIT-PRO-1 |
Prospectus | December 15, 2017 |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Personal Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Personal Investment |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.55 |
|
|
Other Expenses | 0.11 |
|
|
Total Annual Fund Operating Expenses | 0.81 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.08 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.73 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Personal Investment Class shares to 0.73%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Personal Investment | $75 | $251 | $442 | $994 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Personal Investment Class: Inception (1/4/1999) | 0.16% | 0.05% | 0.74% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Personal Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Personal Investment |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.55 |
|
|
Other Expenses | 0.12 |
|
|
Total Annual Fund Operating Expenses | 0.82 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.09 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.73 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Personal Investment Class shares to 0.73%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Personal Investment | $75 | $253 | $446 | $1,005 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Personal Investment Class: Inception (8/20/1991) | 0.20% | 0.09% | 0.73% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Personal Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Personal Investment |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.55 |
|
|
Other Expenses | 0.05 |
|
|
Total Annual Fund Operating Expenses | 0.75 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.02 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.73 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Personal Investment Class shares to 0.73%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Personal Investment | $75 | $238 | $415 | $928 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Personal Investment Class: Inception (8/8/1991) | 0.09% | 0.03% | 0.57% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Personal Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Personal Investment | $72 | $224 | $390 | $871 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Personal Investment Class: Inception (1/31/2000) | 0.12% | 0.05% | 0.65% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Personal Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Personal Investment |
Management Fees | 0.13% |
|
|
Distribution and/or Service (12b-1) Fees | 0.55 |
|
|
Other Expenses | 0.09 |
|
|
Total Annual Fund Operating Expenses | 0.77 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.04 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.73 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Personal Investment Class shares to 0.73%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Personal Investment | $75 | $242 | $424 | $950 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Personal Investment Class: Inception (5/31/2001) | 0.13% | 0.06% | 0.63% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Personal Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Personal Investment |
Management Fees | 0.20% |
|
|
Distribution and/or Service (12b-1) Fees | 0.55 |
|
|
Other Expenses | 0.17 |
|
|
Total Annual Fund Operating Expenses | 0.92 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.17 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.75 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Personal Investment Class shares to 0.75%,of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Personal Investment | $77 | $276 | $493 | $1,116 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Personal Investment Class: Inception (12/4/2000) | 0.17% | 0.07% | 0.49% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $1,687, $13,076, $128,225, $16,825, $653 and $2,068 for Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Liquid Assets Portfolio — Personal Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.73% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.27% | 8.64% | 13.19% | 17.93% | 22.87% | 28.02% | 33.39% | 38.98% | 44.80% | 50.87% |
End of Year Balance | $10,427.00 | $10,863.89 | $11,319.09 | $11,793.36 | $12,287.50 | $12,802.35 | $13,338.76 | $13,897.66 | $14,479.97 | $15,086.68 |
Estimated Annual Expenses | $ 74.56 | $ 86.23 | $ 89.84 | $ 93.61 | $ 97.53 | $ 101.61 | $ 105.87 | $ 110.31 | $ 114.93 | $ 119.74 |
|
Invesco STIC Prime Portfolio — Personal Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.73% | 0.82% | 0.82% | 0.82% | 0.82% | 0.82% | 0.82% | 0.82% | 0.82% | 0.82% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.27% | 8.63% | 13.17% | 17.90% | 22.83% | 27.96% | 33.31% | 38.88% | 44.69% | 50.74% |
End of Year Balance | $10,427.00 | $10,862.85 | $11,316.92 | $11,789.96 | $12,282.78 | $12,796.20 | $13,331.08 | $13,888.32 | $14,468.86 | $15,073.65 |
Estimated Annual Expenses | $ 74.56 | $ 87.29 | $ 90.94 | $ 94.74 | $ 98.70 | $ 102.82 | $ 107.12 | $ 111.60 | $ 116.26 | $ 121.12 |
|
Invesco Treasury Portfolio — Personal Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.73% | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.27% | 8.70% | 13.32% | 18.14% | 23.16% | 28.39% | 33.85% | 39.54% | 45.47% | 51.65% |
End of Year Balance | $10,427.00 | $10,870.15 | $11,332.13 | $11,813.74 | $12,315.83 | $12,839.25 | $13,384.92 | $13,953.78 | $14,546.81 | $15,165.05 |
Estimated Annual Expenses | $ 74.56 | $ 79.86 | $ 83.26 | $ 86.80 | $ 90.49 | $ 94.33 | $ 98.34 | $ 102.52 | $ 106.88 | $ 111.42 |
|
Invesco Government & Agency Portfolio — Personal Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% |
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 | 4.30% | 8.78% | 13.46% | 18.34% | 23.43% | 28.74% | 34.27% | 40.05% | 46.07% | 52.35% |
End of Year Balance | $10,430.00 | $10,878.49 | $11,346.27 | $11,834.15 | $12,343.02 | $12,873.77 | $13,427.35 | $14,004.72 | $14,606.92 | $15,235.02 |
Estimated Annual Expenses | $ 71.51 | $ 74.58 | $ 77.79 | $ 81.13 | $ 84.62 | $ 88.26 | $ 92.05 | $ 96.01 | $ 100.14 | $ 104.45 |
|
Invesco Treasury Obligations Portfolio — Personal Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.73% | 0.77% | 0.77% | 0.77% | 0.77% | 0.77% | 0.77% | 0.77% | 0.77% | 0.77% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.27% | 8.68% | 13.28% | 18.07% | 23.06% | 28.27% | 33.70% | 39.35% | 45.25% | 51.39% |
End of Year Balance | $10,427.00 | $10,868.06 | $11,327.78 | $11,806.95 | $12,306.38 | $12,826.94 | $13,369.52 | $13,935.05 | $14,524.50 | $15,138.89 |
Estimated Annual Expenses | $ 74.56 | $ 81.99 | $ 85.45 | $ 89.07 | $ 92.84 | $ 96.76 | $ 100.86 | $ 105.12 | $ 109.57 | $ 114.20 |
|
Invesco Tax-Free Cash Reserve Portfolio — Personal Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.75% | 0.92% | 0.92% | 0.92% | 0.92% | 0.92% | 0.92% | 0.92% | 0.92% | 0.92% |
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 | 4.25% | 8.50% | 12.93% | 17.54% | 22.33% | 27.32% | 32.52% | 37.93% | 43.55% | 49.41% |
End of Year Balance | $10,425.00 | $10,850.34 | $11,293.03 | $11,753.79 | $12,233.34 | $12,732.46 | $13,251.95 | $13,792.63 | $14,355.37 | $14,941.07 |
Estimated Annual Expenses | $ 76.59 | $ 97.87 | $ 101.86 | $ 106.02 | $ 110.34 | $ 114.84 | $ 119.53 | $ 124.41 | $ 129.48 | $ 134.76 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Initial Investments Per Fund Account* | $1,000 |
Additional Investments Per Fund Account | No minimum |
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone | Open your account as described above. | Call the Funds’ transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. |
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. |
|
Invesco Treasury Obligations Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 2:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 2:30 p.m. Eastern Time and 3:00 p.m. Eastern Time on a business day it must do so by telephone. |
Invesco Treasury Obligations Portfolio | |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Fund’s transfer agent before 3:00 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Fund’s transfer agent must receive your redemption request before 2:30 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
Invesco Tax-Free Cash Reserve Portfolio | |
Through a Financial Intermediary | Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Telephone | A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the Fund’s transfer agent before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Liquidity Link | If you place your redemption request via Liquidity Link, the Fund’s transfer agent must generally receive your redemption request before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund. |
■ | With respect to Funds maintaining a constant net asset value, each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | With respect to 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Because the Funds, other than the Invesco Liquid Assets Portfolio and the Invesco STIC Prime Portfolio, expect 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.” |
■ | Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on the sale or exchange of shares of those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis. |
■ | Regarding Invesco Liquid Assets Portfolio and Invesco STIC Prime 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. | |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service (IRS) instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. |
■ | You will not be required to include the portion of dividends paid by a Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares. |
■ | An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes, except for Invesco Tax-Free Cash Reserve Portfolio. Information on Invesco Tax-Free Cash Reserve Portfolio is located below, under the heading “Invesco Tax-Free Cash Reserve Portfolio.” |
■ | 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. |
■ | 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. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. | |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Liquid Assets Portfolio | Invesco Government & Agency Portfolio |
Invesco STIC Prime Portfolio | Invesco Treasury Obligations Portfolio |
Invesco
Treasury Portfolio
SEC 1940 Act file number: 811-02729 |
Invesco Tax-Free Cash Reserve Portfolio |
invesco.com/us | CM-STIT-PRO-6 |
Prospectus | December 15, 2017 |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Private Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Private Investment |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.30 |
|
|
Other Expenses | 0.11 |
|
|
Total Annual Fund Operating Expenses | 0.56 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.08 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.48 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Private Investment Class shares to 0.48%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Private Investment | $49 | $171 | $305 | $694 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Private Investment Class: Inception (2/16/1996) | 0.20% | 0.05% | 0.81% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Private Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Private Investment |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.30 |
|
|
Other Expenses | 0.12 |
|
|
Total Annual Fund Operating Expenses | 0.57 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.09 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.48 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Private Investment Class shares to 0.48%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Private Investment | $49 | $174 | $309 | $705 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Private Investment Class: Inception (7/8/1993) | 0.20% | 0.11% | 0.78% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Private Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Private Investment |
Management Fees | 0.15% |
|
|
Distribution and/or Service (12b-1) Fees | 0.30 |
|
|
Other Expenses | 0.05 |
|
|
Total Annual Fund Operating Expenses | 0.50 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.02 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.48 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Private Investment Class shares to 0.48%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Private Investment | $49 | $158 | $278 | $626 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Private Investment Class: Inception (11/22/1991) | 0.09% | 0.03% | 0.62% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Private Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Private Investment | $46 | $144 | $252 | $567 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Private Investment Class: Inception (9/1/1998) | 0.12% | 0.05% | 0.71% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Private Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Private Investment |
Management Fees | 0.13% |
|
|
Distribution and/or Service (12b-1) Fees | 0.25 |
|
|
Other Expenses | 0.09 |
|
|
Total Annual Fund Operating Expenses | 0.47 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.04 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.43 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Private Investment Class shares to 0.43%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Private Investment | $44 | $147 | $259 | $588 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Private Investment Class: Inception (12/21/1994) | 0.13% | 0.06% | 0.70% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Private Investment |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Private Investment |
Management Fees | 0.20% |
|
|
Distribution and/or Service (12b-1) Fees | 0.25 |
|
|
Other Expenses | 0.17 |
|
|
Total Annual Fund Operating Expenses | 0.62 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.17 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.45 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Private Investment Class shares to 0.45%,of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Private Investment | $46 | $181 | $329 | $758 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Private Investment Class: Inception (4/1/1992) | 0.18% | 0.08% | 0.55% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $33,778, $6,957, $538,716, $476,756, $2,518 and $22,642 for Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Liquid Assets Portfolio — Private Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.48% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% |
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 | 4.52% | 9.16% | 14.01% | 19.07% | 24.36% | 29.88% | 35.64% | 41.67% | 47.96% | 54.53% |
End of Year Balance | $10,452.00 | $10,916.07 | $11,400.74 | $11,906.94 | $12,435.60 | $12,987.74 | $13,564.40 | $14,166.66 | $14,795.66 | $15,452.59 |
Estimated Annual Expenses | $ 49.08 | $ 59.83 | $ 62.49 | $ 65.26 | $ 68.16 | $ 71.19 | $ 74.35 | $ 77.65 | $ 81.09 | $ 84.70 |
|
Invesco STIC Prime Portfolio — Private Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.48% | 0.57% | 0.57% | 0.57% | 0.57% | 0.57% | 0.57% | 0.57% | 0.57% | 0.57% |
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 | 4.52% | 9.15% | 13.99% | 19.04% | 24.31% | 29.82% | 35.57% | 41.57% | 47.84% | 54.39% |
End of Year Balance | $10,452.00 | $10,915.02 | $11,398.56 | $11,903.52 | $12,430.84 | $12,981.53 | $13,556.61 | $14,157.17 | $14,784.33 | $15,439.28 |
Estimated Annual Expenses | $ 49.08 | $ 60.90 | $ 63.59 | $ 66.41 | $ 69.35 | $ 72.43 | $ 75.63 | $ 78.98 | $ 82.48 | $ 86.14 |
|
Invesco Treasury Portfolio — Private Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.48% | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% |
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 | 4.52% | 9.22% | 14.14% | 19.27% | 24.64% | 30.25% | 36.11% | 42.24% | 48.64% | 55.33% |
End of Year Balance | $10,452.00 | $10,922.34 | $11,413.85 | $11,927.47 | $12,464.20 | $13,025.09 | $13,611.22 | $14,223.73 | $14,863.80 | $15,532.67 |
Estimated Annual Expenses | $ 49.08 | $ 53.44 | $ 55.84 | $ 58.35 | $ 60.98 | $ 63.72 | $ 66.59 | $ 69.59 | $ 72.72 | $ 75.99 |
|
Invesco Government & Agency Portfolio — Private Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% | 0.45% |
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 | 4.55% | 9.31% | 14.28% | 19.48% | 24.92% | 30.60% | 36.54% | 42.76% | 49.25% | 56.04% |
End of Year Balance | $10,455.00 | $10,930.70 | $11,428.05 | $11,948.03 | $12,491.66 | $13,060.03 | $13,654.26 | $14,275.53 | $14,925.07 | $15,604.16 |
Estimated Annual Expenses | $ 46.02 | $ 48.12 | $ 50.31 | $ 52.60 | $ 54.99 | $ 57.49 | $ 60.11 | $ 62.84 | $ 65.70 | $ 68.69 |
|
Invesco Treasury Obligations Portfolio — Private Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.43% | 0.47% | 0.47% | 0.47% | 0.47% | 0.47% | 0.47% | 0.47% | 0.47% | 0.47% |
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 | 4.57% | 9.31% | 14.26% | 19.43% | 24.84% | 30.50% | 36.41% | 42.59% | 49.05% | 55.80% |
End of Year Balance | $10,457.00 | $10,930.70 | $11,425.86 | $11,943.45 | $12,484.49 | $13,050.04 | $13,641.21 | $14,259.15 | $14,905.09 | $15,580.29 |
Estimated Annual Expenses | $ 43.98 | $ 50.26 | $ 52.54 | $ 54.92 | $ 57.41 | $ 60.01 | $ 62.72 | $ 65.57 | $ 68.54 | $ 71.64 |
|
Invesco Tax-Free Cash Reserve Portfolio — Private Investment Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.45% | 0.62% | 0.62% | 0.62% | 0.62% | 0.62% | 0.62% | 0.62% | 0.62% | 0.62% |
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 | 4.55% | 9.13% | 13.91% | 18.90% | 24.11% | 29.54% | 35.22% | 41.14% | 47.32% | 53.77% |
End of Year Balance | $10,455.00 | $10,912.93 | $11,390.92 | $11,889.84 | $12,410.61 | $12,954.20 | $13,521.59 | $14,113.84 | $14,732.02 | $15,377.29 |
Estimated Annual Expenses | $ 46.02 | $ 66.24 | $ 69.14 | $ 72.17 | $ 75.33 | $ 78.63 | $ 82.07 | $ 85.67 | $ 89.42 | $ 93.34 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Initial Investments Per Fund Account* | $1,000 |
Additional Investments Per Fund Account | No minimum |
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone | Open your account as described above. | Call the Funds’ transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. |
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. |
|
Invesco Treasury Obligations Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 2:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 2:30 p.m. Eastern Time and 3:00 p.m. Eastern Time on a business day it must do so by telephone. |
Invesco Treasury Obligations Portfolio | |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Fund’s transfer agent before 3:00 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Fund’s transfer agent must receive your redemption request before 2:30 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
Invesco Tax-Free Cash Reserve Portfolio | |
Through a Financial Intermediary | Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Telephone | A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the Fund’s transfer agent before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Liquidity Link | If you place your redemption request via Liquidity Link, the Fund’s transfer agent must generally receive your redemption request before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund. |
■ | With respect to Funds maintaining a constant net asset value, each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | With respect to 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Because the Funds, other than the Invesco Liquid Assets Portfolio and the Invesco STIC Prime Portfolio, expect 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.” |
■ | Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on the sale or exchange of shares of those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis. |
■ | Regarding Invesco Liquid Assets Portfolio and Invesco STIC Prime 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. | |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service (IRS) instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. |
■ | You will not be required to include the portion of dividends paid by a Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares. |
■ | An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes, except for Invesco Tax-Free Cash Reserve Portfolio. Information on Invesco Tax-Free Cash Reserve Portfolio is located below, under the heading “Invesco Tax-Free Cash Reserve Portfolio.” |
■ | 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. |
■ | 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. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. | |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Liquid Assets Portfolio | Invesco Government & Agency Portfolio |
Invesco STIC Prime Portfolio | Invesco Treasury Obligations Portfolio |
Invesco
Treasury Portfolio
SEC 1940 Act file number: 811-02729 |
Invesco Tax-Free Cash Reserve Portfolio |
invesco.com/us | CM-STIT-PRO-5 |
Prospectus | December 15, 2017 |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Reserve |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Reserve Class shares to 1.05%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Reserve | $107 | $351 | $615 | $1,367 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Reserve Class: Inception (1/14/2000) | 0.16% | 0.05% | 0.67% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Reserve |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Reserve Class shares to 1.05%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Reserve | $107 | $353 | $619 | $1,378 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Reserve Class: Inception (1/4/1999) | 0.20% | 0.11% | 0.66% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Reserve |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Reserve Class shares to 1.05%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Reserve | $107 | $338 | $588 | $1,304 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Reserve Class: Inception (1/4/1999) | 0.09% | 0.03% | 0.51% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Reserve |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Reserve | $104 | $325 | $563 | $1,248 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Reserve Class: Inception (1/26/2000) | 0.12% | 0.05% | 0.59% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Reserve |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Reserve Class shares to 1.05%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Reserve | $107 | $343 | $597 | $1,325 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Reserve Class: Inception (6/23/2003) | 0.13% | 0.06% | 0.57% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Reserve |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Reserve Class shares to 1.07%,of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Reserve | $109 | $377 | $665 | $1,485 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Reserve Class: Inception (6/1/1999) | 0.17% | 0.07% | 0.42% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $5,705, $2,573, $163,679, $330,549, $59,643 and $21,864 for Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Liquid Assets Portfolio — Reserve Class | 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% | 1.13% | 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 | 3.95% | 7.97% | 12.15% | 16.49% | 21.00% | 25.68% | 30.55% | 35.60% | 40.85% | 46.30% |
End of Year Balance | $10,395.00 | $10,797.29 | $11,215.14 | $11,649.17 | $12,099.99 | $12,568.26 | $13,054.65 | $13,559.87 | $14,084.63 | $14,629.71 |
Estimated Annual Expenses | $ 107.07 | $ 119.74 | $ 124.37 | $ 129.18 | $ 134.18 | $ 139.38 | $ 144.77 | $ 150.37 | $ 156.19 | $ 162.24 |
|
Invesco STIC Prime Portfolio — Reserve Class | 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% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% |
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% | 7.96% | 12.13% | 16.46% | 20.95% | 25.62% | 30.47% | 35.51% | 40.74% | 46.17% |
End of Year Balance | $10,395.00 | $10,796.25 | $11,212.98 | $11,645.80 | $12,095.33 | $12,562.21 | $13,047.11 | $13,550.73 | $14,073.79 | $14,617.04 |
Estimated Annual Expenses | $ 107.07 | $ 120.79 | $ 125.45 | $ 130.30 | $ 135.32 | $ 140.55 | $ 145.97 | $ 151.61 | $ 157.46 | $ 163.54 |
|
Invesco Treasury Portfolio — Reserve Class | 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% | 1.07% | 1.07% | 1.07% | 1.07% | 1.07% | 1.07% | 1.07% | 1.07% | 1.07% |
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% | 8.04% | 12.28% | 16.69% | 21.28% | 26.05% | 31.00% | 36.15% | 41.50% | 47.06% |
End of Year Balance | $10,395.00 | $10,803.52 | $11,228.10 | $11,669.37 | $12,127.97 | $12,604.60 | $13,099.96 | $13,614.79 | $14,149.85 | $14,705.94 |
Estimated Annual Expenses | $ 107.07 | $ 113.41 | $ 117.87 | $ 122.50 | $ 127.32 | $ 132.32 | $ 137.52 | $ 142.92 | $ 148.54 | $ 154.38 |
|
Invesco Government & Agency Portfolio — Reserve Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.02% | 1.02% | 1.02% | 1.02% | 1.02% | 1.02% | 1.02% | 1.02% | 1.02% | 1.02% |
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 | 3.98% | 8.12% | 12.42% | 16.90% | 21.55% | 26.39% | 31.42% | 36.65% | 42.09% | 47.74% |
End of Year Balance | $10,398.00 | $10,811.84 | $11,242.15 | $11,689.59 | $12,154.83 | $12,638.60 | $13,141.61 | $13,664.65 | $14,208.50 | $14,774.00 |
Estimated Annual Expenses | $ 104.03 | $ 108.17 | $ 112.48 | $ 116.95 | $ 121.61 | $ 126.45 | $ 131.48 | $ 136.71 | $ 142.15 | $ 147.81 |
|
Invesco Treasury Obligations Portfolio — Reserve Class | 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% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% |
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% | 8.01% | 12.24% | 16.63% | 21.19% | 25.92% | 30.85% | 35.96% | 41.28% | 46.80% |
End of Year Balance | $10,395.00 | $10,801.44 | $11,223.78 | $11,662.63 | $12,118.64 | $12,592.48 | $13,084.84 | $13,596.46 | $14,128.08 | $14,680.49 |
Estimated Annual Expenses | $ 107.07 | $ 115.52 | $ 120.04 | $ 124.73 | $ 129.61 | $ 134.68 | $ 139.94 | $ 145.41 | $ 151.10 | $ 157.01 |
|
Invesco Tax-Free Cash Reserve Portfolio — Reserve Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.07% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% |
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 | 3.93% | 7.84% | 11.89% | 16.10% | 20.46% | 24.99% | 29.69% | 34.57% | 39.63% | 44.88% |
End of Year Balance | $10,393.00 | $10,783.78 | $11,189.25 | $11,609.96 | $12,046.50 | $12,499.45 | $12,969.42 | $13,457.07 | $13,963.06 | $14,488.07 |
Estimated Annual Expenses | $ 109.10 | $ 131.30 | $ 136.23 | $ 141.36 | $ 146.67 | $ 152.18 | $ 157.91 | $ 163.84 | $ 170.00 | $ 176.40 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Initial Investments Per Fund Account* | $1,000 |
Additional Investments Per Fund Account | No minimum |
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone | Open your account as described above. | Call the Funds’ transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. |
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. |
|
Invesco Treasury Obligations Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 2:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 2:30 p.m. Eastern Time and 3:00 p.m. Eastern Time on a business day it must do so by telephone. |
Invesco Treasury Obligations Portfolio | |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Fund’s transfer agent before 3:00 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Fund’s transfer agent must receive your redemption request before 2:30 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
Invesco Tax-Free Cash Reserve Portfolio | |
Through a Financial Intermediary | Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Telephone | A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the Fund’s transfer agent before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Liquidity Link | If you place your redemption request via Liquidity Link, the Fund’s transfer agent must generally receive your redemption request before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund. |
■ | With respect to Funds maintaining a constant net asset value, each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | With respect to 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Because the Funds, other than the Invesco Liquid Assets Portfolio and the Invesco STIC Prime Portfolio, expect 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.” |
■ | Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on the sale or exchange of shares of those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis. |
■ | Regarding Invesco Liquid Assets Portfolio and Invesco STIC Prime 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. | |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service (IRS) instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. |
■ | You will not be required to include the portion of dividends paid by a Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares. |
■ | An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes, except for Invesco Tax-Free Cash Reserve Portfolio. Information on Invesco Tax-Free Cash Reserve Portfolio is located below, under the heading “Invesco Tax-Free Cash Reserve Portfolio.” |
■ | 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. |
■ | 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. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. | |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Liquid Assets Portfolio | Invesco Government & Agency Portfolio |
Invesco STIC Prime Portfolio | Invesco Treasury Obligations Portfolio |
Invesco
Treasury Portfolio
SEC 1940 Act file number: 811-02729 |
Invesco Tax-Free Cash Reserve Portfolio |
invesco.com/us | CM-STIT-PRO-7 |
Prospectus | December 15, 2017 |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Resource |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Resource Class shares to 0.38%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Resource | $39 | $140 | $250 | $571 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Resource Class: Inception (9/23/1996) | 0.30% | 0.07% | 0.84% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Resource |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Resource Class shares to 0.34%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Resource | $35 | $129 | $232 | $533 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Resource Class: Inception (1/16/1996) | 0.22% | 0.08% | 0.81% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Resource |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Resource Class shares to 0.34%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Resource | $35 | $114 | $200 | $454 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Resource Class: Inception (3/6/1996) | 0.10% | 0.04% | 0.65% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Resource |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Resource | $32 | $100 | $174 | $393 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Resource Class: Inception (9/1/1998) | 0.14% | 0.05% | 0.74% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Resource |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Resource Class shares to 0.34%, of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Resource | $35 | $118 | $209 | $476 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Resource Class: Inception (12/30/1999) | 0.13% | 0.06% | 0.72% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Resource |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Resource Class shares to 0.36%,of the Fund's average daily net assets (the “expense limit”). Unless Invesco continues the fee waiver agreement, it will terminate on December 31, 2018. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Resource | $37 | $153 | $279 | $649 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Resource Class: Inception (4/6/1999) | 0.20% | 0.08% | 0.58% |
|
Initial Investments Per Fund Account* | $1,000 |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $1,512, $2,792, $453,629, $336,537, $191 and $3,143 for Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Liquid Assets Portfolio — Resource Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.38% | 0.46% | 0.46% | 0.46% | 0.46% | 0.46% | 0.46% | 0.46% | 0.46% | 0.46% |
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 | 4.62% | 9.37% | 14.34% | 19.53% | 24.95% | 30.63% | 36.56% | 42.76% | 49.24% | 56.01% |
End of Year Balance | $10,462.00 | $10,936.97 | $11,433.51 | $11,952.59 | $12,495.24 | $13,062.53 | $13,655.57 | $14,275.53 | $14,923.64 | $15,601.17 |
Estimated Annual Expenses | $ 38.88 | $ 49.22 | $ 51.45 | $ 53.79 | $ 56.23 | $ 58.78 | $ 61.45 | $ 64.24 | $ 67.16 | $ 70.21 |
|
Invesco STIC Prime Portfolio — Resource Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.34% | 0.43% | 0.43% | 0.43% | 0.43% | 0.43% | 0.43% | 0.43% | 0.43% | 0.43% |
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 | 4.66% | 9.44% | 14.44% | 19.67% | 25.14% | 30.86% | 36.84% | 43.10% | 49.64% | 56.47% |
End of Year Balance | $10,466.00 | $10,944.30 | $11,444.45 | $11,967.46 | $12,514.37 | $13,086.28 | $13,684.32 | $14,309.70 | $14,963.65 | $15,647.49 |
Estimated Annual Expenses | $ 34.79 | $ 46.03 | $ 48.14 | $ 50.34 | $ 52.64 | $ 55.04 | $ 57.56 | $ 60.19 | $ 62.94 | $ 65.81 |
|
Invesco Treasury Portfolio — Resource Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.34% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% |
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 | 4.66% | 9.52% | 14.60% | 19.92% | 25.48% | 31.30% | 37.39% | 43.77% | 50.44% | 57.42% |
End of Year Balance | $10,466.00 | $10,951.62 | $11,459.78 | $11,991.51 | $12,547.92 | $13,130.14 | $13,739.38 | $14,376.89 | $15,043.97 | $15,742.01 |
Estimated Annual Expenses | $ 34.79 | $ 38.55 | $ 40.34 | $ 42.21 | $ 44.17 | $ 46.22 | $ 48.37 | $ 50.61 | $ 52.96 | $ 55.41 |
|
Invesco Government & Agency Portfolio — Resource Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.31% | 0.31% | 0.31% | 0.31% | 0.31% | 0.31% | 0.31% | 0.31% | 0.31% | 0.31% |
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 | 4.69% | 9.60% | 14.74% | 20.12% | 25.76% | 31.65% | 37.83% | 44.29% | 51.06% | 58.14% |
End of Year Balance | $10,469.00 | $10,960.00 | $11,474.02 | $12,012.15 | $12,575.52 | $13,165.31 | $13,782.77 | $14,429.18 | $15,105.91 | $15,814.37 |
Estimated Annual Expenses | $ 31.73 | $ 33.21 | $ 34.77 | $ 36.40 | $ 38.11 | $ 39.90 | $ 41.77 | $ 43.73 | $ 45.78 | $ 47.93 |
|
Invesco Treasury Obligations Portfolio — Resource Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.34% | 0.38% | 0.38% | 0.38% | 0.38% | 0.38% | 0.38% | 0.38% | 0.38% | 0.38% |
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 | 4.66% | 9.50% | 14.55% | 19.85% | 25.38% | 31.18% | 37.24% | 43.58% | 50.21% | 57.15% |
End of Year Balance | $10,466.00 | $10,949.53 | $11,455.40 | $11,984.64 | $12,538.33 | $13,117.60 | $13,723.63 | $14,357.66 | $15,020.99 | $15,714.96 |
Estimated Annual Expenses | $ 34.79 | $ 40.69 | $ 42.57 | $ 44.54 | $ 46.59 | $ 48.75 | $ 51.00 | $ 53.35 | $ 55.82 | $ 58.40 |
|
Invesco Tax-Free Cash Reserve Portfolio — Resource Class | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.36% | 0.53% | 0.53% | 0.53% | 0.53% | 0.53% | 0.53% | 0.53% | 0.53% | 0.53% |
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 | 4.64% | 9.32% | 14.20% | 19.31% | 24.64% | 30.21% | 36.03% | 42.11% | 48.47% | 55.10% |
End of Year Balance | $10,464.00 | $10,931.74 | $11,420.39 | $11,930.88 | $12,464.19 | $13,021.34 | $13,603.39 | $14,211.47 | $14,846.72 | $15,510.37 |
Estimated Annual Expenses | $ 36.84 | $ 56.70 | $ 59.23 | $ 61.88 | $ 64.65 | $ 67.54 | $ 70.56 | $ 73.71 | $ 77.00 | $ 80.45 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Initial Investments Per Fund Account* | $1,000 |
Additional Investments Per Fund Account | No minimum |
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone | Open your account as described above. | Call the Funds’ transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. |
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. |
|
Invesco Treasury Obligations Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 2:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 2:30 p.m. Eastern Time and 3:00 p.m. Eastern Time on a business day it must do so by telephone. |
Invesco Treasury Obligations Portfolio | |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Fund’s transfer agent before 3:00 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Fund’s transfer agent must receive your redemption request before 2:30 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
Invesco Tax-Free Cash Reserve Portfolio | |
Through a Financial Intermediary | Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The Fund’s transfer agent must receive your financial intermediary’s instructions before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Telephone | A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the Fund’s transfer agent before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
By Liquidity Link | If you place your redemption request via Liquidity Link, the Fund’s transfer agent must generally receive your redemption request before 4:00 p.m. Eastern Time in order to effect the redemption at that day’s closing price. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund. |
■ | With respect to Funds maintaining a constant net asset value, each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | With respect to 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Because the Funds, other than the Invesco Liquid Assets Portfolio and the Invesco STIC Prime Portfolio, expect 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.” |
■ | Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on the sale or exchange of shares of those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis. |
■ | Regarding Invesco Liquid Assets Portfolio and Invesco STIC Prime 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. | |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service (IRS) instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. |
■ | You will not be required to include the portion of dividends paid by a Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares. |
■ | An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes, except for Invesco Tax-Free Cash Reserve Portfolio. Information on Invesco Tax-Free Cash Reserve Portfolio is located below, under the heading “Invesco Tax-Free Cash Reserve Portfolio.” |
■ | 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. |
■ | 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. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. | |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Liquid Assets Portfolio | Invesco Government & Agency Portfolio |
Invesco STIC Prime Portfolio | Invesco Treasury Obligations Portfolio |
Invesco
Treasury Portfolio
SEC 1940 Act file number: 811-02729 |
Invesco Tax-Free Cash Reserve Portfolio |
invesco.com/us | CM-STIT-PRO-4 |
|
Statement of Additional Information
|
December 15, 2017 | ||
Short-Term Investments Trust
|
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, collectively the Funds) of Short-Term Investments Trust listed below. Each Fund offers separate classes of shares as follows:
FUND |
Class: |
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Institutional Money Market Funds |
||||||||||||||||||||||||||||||
Invesco Liquid Assets Portfolio |
| LPCXX | LAPXX | | LPVXX | | | |||||||||||||||||||||||
Invesco STIC Prime Portfolio |
| SSCXX | SRIXX | | SPVXX | | | |||||||||||||||||||||||
Government Money Market Funds |
||||||||||||||||||||||||||||||
Invesco Treasury Portfolio |
| TYCXX | TRPXX | | TPFXX | | | |||||||||||||||||||||||
Invesco Government & Agency Portfolio |
| AGCXX | AGPXX | | GPVXX | | | |||||||||||||||||||||||
Invesco Treasury Obligations Portfolio |
| TACXX | TSPXX | | TXPXX | | | |||||||||||||||||||||||
Retail Money Market Fund |
||||||||||||||||||||||||||||||
Invesco Tax-Free Cash Reserve Portfolio |
| TFOXX | TFPXX | | TRCXX | | |
|
Statement of Additional Information
|
December 15, 2017 | ||
Short-Term Investments Trust
|
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed below. Portions of each Funds financial statements are incorporated into this SAI by reference to such Funds most recent Annual Report to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for any Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
or by calling (800) 659-1005
or on the Internet: www.invesco.com/us
This SAI, dated December 15, 2017, relates to the Cash Management Class, Corporate Class, Institutional Class, Personal Investment Class, Private Investment Class, Reserve Class and Resource Class of the following Prospectus:
Fund |
||
Invesco Liquid Assets Portfolio | December 15, 2017 | |
Invesco STIC Prime Portfolio | December 15^ , 2017 | |
Invesco Treasury Portfolio | December 15^ , 2017 | |
Invesco Government & Agency Portfolio | December 15^ , 2017 | |
Invesco Treasury Obligations Portfolio | December 15^ , 2017 | |
Invesco Tax-Free Cash Reserve Portfolio | December 15^ , 2017 |
STATEMENT OF ADDITIONAL INFORMATION
1 | ||||
1 | ||||
1 | ||||
3 | ||||
3 | ||||
3 | ||||
3 | ||||
6 | ||||
10 | ||||
10 | ||||
14 | ||||
14 | ||||
14 | ||||
Policies and Procedures for Disclosure of Portfolio Holdings |
17 | |||
20 | ||||
20 | ||||
25 | ||||
27 | ||||
28 | ||||
28 | ||||
29 | ||||
29 | ||||
Amendment of Retirement Plan and Conversion to Defined Contribution Plan |
30 | |||
30 | ||||
30 | ||||
30 | ||||
31 | ||||
31 | ||||
31 | ||||
31 | ||||
31 | ||||
34 | ||||
35 | ||||
35 | ||||
35 | ||||
37 | ||||
37 | ||||
38 | ||||
38 | ||||
41 | ||||
41 | ||||
41 | ||||
41 | ||||
41 | ||||
43 | ||||
44 | ||||
45 | ||||
46 | ||||
46 | ||||
46 | ||||
60 | ||
60 | ||
62 | ||
62 |
APPENDICES
A-1 | ||||
PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS |
B-1 | |||
C-1 | ||||
D-1 | ||||
PROXY POLICIES AND PROCEDURES |
E-1 | |||
F-1 | ||||
G-1 | ||||
CERTAIN FINANCIAL INTERMEDIARIES THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS |
H-1 | |||
I-1 | ||||
J-1 | ||||
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS |
K-1 | |||
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN |
L-1 |
GENERAL INFORMATION ABOUT THE TRUST
Short-Term Investments Trust (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized on January 24, 1977 as a Maryland corporation and had no operations prior to November 10, 1980. The Trust re-organized as a Commonwealth of Massachusetts business trust on December 31, 1986. The Trust was again reorganized as a business trust under the laws of the State of Delaware on October 15, 1993. 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, 2008, Tax-Free Cash-Reserve Portfolio succeeded to the assets and assumed the liabilities of Tax-Free Cash Reserve Portfolio, (the Predecessor Fund) of Tax-Free Investments Trust, a Delaware statutory trust (TFIT).
Prior to November 4, 2016, Treasury Obligations Portfolio was known as Government TaxAdvantage Portfolio.
Prior to December 15, 2017, Invesco Liquid Assets Portfolio was known as Liquid Assets Portfolio, Invesco STIC Prime Portfolio was known as STIC Prime Portfolio, Invesco Treasury Portfolio was known as Treasury Portfolio, Invesco Government & Agency Portfolio was known as Government & Agency Portfolio, Invesco Treasury Obligations Portfolio was known as Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio was known as Tax-Free Cash Reserve Portfolio.
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.
1
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.
Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that classs distribution plan.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of 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. 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 obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust 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.
2
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 best 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 and managed in accordance with Rule 2a-7 under the 1940 Act.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in the Funds Prospectuses. If a particular type of security or investment technique is not discussed in a Funds Prospectus it is not a principal investment strategy of that Fund.
Unless otherwise indicated, a Fund may invest in all of the following types of investments. The Funds may not invest in all of the security-types or use all of the techniques described below at any one time. Moreover, Invesco and/or the Sub-Advisers may invest in types of securities and may use investment techniques in managing the Funds not specifically mentioned below. Any investment shall be subject to limitations imposed by the Funds investment objective, policies and restrictions described in the Funds Prospectuses and/or this SAI, as well as the federal securities laws.
Any percentage limitations relating to the composition of a Funds portfolio identified in the Funds Prospectus or this SAI apply at the time the Fund acquires an investment. Subsequent changes that result from market fluctuations generally will not require a Fund to sell any portfolio security. However, a Fund may sell its illiquid securities holdings, or reduce its borrowings, if any, in response to fluctuations in the value of such holdings.
3
Generally, Invesco Tax-Free Cash Reserve Portfolio will invest only in tax-free securities. Invesco Tax-Free Cash Reserve Portfolio may, however, invest in taxable short-term investments (Taxable Investments) consisting of obligations of the U.S. Government, its agencies or instrumentalities, banks and corporations, short-term fixed income securities; high quality commercial paper; certificates of deposit of domestic banks; and U.S. dollar denominated foreign securities. The Fund may invest in Taxable Investments, for example, due to market conditions or pending the investment of proceeds from the sale of its shares or proceeds from the sale of portfolio securities or in anticipation of redemptions. Although interest earned from Taxable Investments will be taxable to shareholders as ordinary income, the Fund generally intends to minimize taxable income through investments, when possible, in short-term tax-exempt securities, which may include shares of other investment companies whose dividends are tax-exempt. See also Dividends, Distributions and Tax Matters.
The Funds investment objectives, policies, strategies and practices described below are non-fundamental unless otherwise indicated.
Rule 2a-7 Requirements. As permitted by Rule 2a-7 under the 1940 Act, each Fund other than Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio float the net asset value of the Funds shares by valuing assets at market value and rounding the Funds current net asset value per share to a minimum of the fourth decimal place. Rule 2a-7 imposes requirements as to the diversification and liquidity of each Fund, quality of portfolio securities, maturity of the Fund and of individual securities. The discussion of investments in this SAI is qualified by Rule 2a-7 limitations.
As a Government Money Market Fund under Rule 2a-7, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio and Invesco Treasury Obligations Portfolio (1) is permitted to use the amortized cost method of valuation to seek to maintain a $1.00 share price, and (2) is not subject to a liquidity fee and/or a redemption gate on fund redemptions which might apply to other types of funds should certain triggering events specified in Rule 2a-7 occur. (In conformance with Rule 2a-7, the Board has reserved its ability to change this policy with respect to liquidity fees and/or redemption gates, but such change would only become effective after shareholders were provided with specific advance notice of a change in the Funds policy and have the opportunity to redeem their shares in accordance with Rule 2a-7 before the policy change became effective.) Invesco Tax-Free Cash Reserve Portfolio intends to qualify as a Retail Money Market Fund, as defined by Rule 2a-7. As a Retail Money Market Fund, Invesco Tax-Free Cash Reserve Portfolio (1) is permitted to use the amortized cost method of valuation to seek to maintain a $1.00 share price, (2) may be subject to a liquidity fee and/or a redemption gate on fund redemptions should certain triggering events specified in Rule 2a-7 occur; and (3) is limited to investments by natural persons. For more information on shareholder eligibility, please see the Funds prospectus. Institutional money market funds (that are not Government Money Market Funds) may also be subject to a liquidity fee and/or a redemption gate on fund redemptions should certain triggering events specified in Rule 2a-7 occur. For more information on liquidity fees and redemptions, see Purchase, Redemption, and Exchange of Shares below.
Diversification. In summary, Rule 2a-7 requires that a Fund may not invest in the securities of any issuer if, as a result, more than 5% of the Funds total assets would be invested in that issuer; provided that, each Fund may invest up to 25% of its total assets in the securities of a single issuer for up to three business days after acquisition. Certain securities are not subject to this diversification requirement: (a) Government Securities; (b) certain repurchase agreements; and (c) shares of certain money market funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or demand feature. (A demand feature is, in summary, a right to sell a security at a price equal to its approximate amortized cost plus accrued interest). Government Security generally means any security issued or guaranteed as to principal or interest by the U.S. Government or certain of its agencies or instrumentalities; or any certificate of deposit for any of the foregoing.
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For purposes of these diversification requirements with respect to issuers of Municipal Securities (defined under the caption Municipal Securities), each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality, and authority thereof, and each multi-state agency of which a state is a member is a separate issuer. When the assets and revenues of an agency, authority, instrumentality, or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial development bond or private activity bond, if such bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer.
Quality. The Funds may invest only in U.S. dollar denominated securities that are Eligible Securities as defined in Rule 2a-7. Rule 2a-7 defines an Eligible Security, in summary, as a security with a remaining maturity of 397 calendar days or less that the Funds investment adviser (subject to oversight and pursuant to guidelines established by the Board) determines present minimal credit risks to the Fund. The eligibility of a security with a guarantee may be determined based on whether the guarantee is an Eligible Security.
The Funds will limit investments to those which are Eligible Securities at the time of acquisition.
Liquidity. Under Rule 2a-7, a Fund must hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions in light of the Funds obligations under section 22(e) of the 1940 Act (which forbids the suspension of the right of redemption, or postponement of the date of payment or satisfaction upon redemption for more than seven days after the tender of such security for redemption, subject to specified exemptions) and any commitments the Fund has made to shareholders. In addition, a Fund may not acquire an illiquid security if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid securities. A Fund (other than Invesco Tax-Free Cash Reserve Portfolio) also may not acquire any security other than a Daily Liquid Asset (cash, Government Securities, other securities that will mature or are subject to a demand feature that is exercisable and payable within one business day and amounts receivable and unconditionally due within one business day on pending sales of portfolio securities) if, immediately after the acquisition the Fund would have invested less than 10% of its total assets in Daily Liquid Assets. A Fund may not acquire any security other than a Weekly Liquid Asset (cash, direct obligations of the U.S. Government, Government securities issued by a person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by the Congress, that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 calendar days or less, securities that will mature or are subject to a demand feature that is exercisable and payable within 5 business days and amounts receivable and unconditionally due within 5 business days on pending sales of portfolio securities) if, immediately after the acquisition, the Fund would have invested less than 30% of its total assets in Weekly Liquid Assets.
Maturity. Under Rule 2a-7, each Fund invests only in U.S. dollar-denominated securities maturing within 397 calendar days (60 calendar days for Invesco STIC Prime Portfolio) of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 calendar days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 calendar days (60 calendar days for Invesco STIC Prime Portfolio). The maturity of a security is determined in compliance with Rule 2a-7, which for purposes of the dollar weighted average portfolio maturity permits, among other things, certain securities bearing adjustable interest rates to be deemed to have a maturity shorter than their stated maturity.
Foreign Government Obligations. 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 below under Foreign Debt Securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal 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
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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 Debt Securities. Generally, only Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio and Invesco Tax-Free Cash Reserve Portfolio will invest in foreign debt securities. Foreign debt securities are debt securities that are issued and/or settled outside the United States and may be backed by foreign guarantees. A Fund will limit its investments in foreign debt securities to debt obligations denominated in U.S. dollars. Debt securities issued by a corporation or other issuer domiciled outside the United States that are dollar denominated and traded in the United States are not considered foreign securities. Although denominated in U.S. dollars, Foreign Debt Securities may entail some or all of the risks set forth below.
Political and Economic Risk. The economies of many of the countries in which the Funds may invest may not be as developed as the United States economy and may be subject to significantly different forces. Political or social instability and development, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds investments.
Regulatory Risk. Foreign companies may not be registered with the U.S. Securities and Exchange Commission (SEC) and are generally not subject to the regulatory controls and disclosure requirements imposed on United States issuers. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. As a result, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds shareholders.
Market Risk. The securities markets in many of the countries in which the Funds invest will have substantially lower trading volume than the U.S. markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Obtaining and/or enforcing judgments in foreign countries may be more difficult, and there is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers, each of 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 be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations.
U.S. Government Obligations. Each Fund may invest in U.S. Government obligations, which include obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, as well as stripped or zero coupon U.S. Treasury obligations.
U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S. Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (ii) 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.
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Any downgrade of the credit rating of the securities issued by the U.S. government may result in a downgrade of securities issued by its agencies or instrumentalities, including government-sponsored entities.
Temporary Investments. Each Fund may experience situations where it is unable to invest money that it has received overnight such as when it receives cash inflows after the overnight repurchase markets have closed. The Funds are permitted to leave balances in their accounts with the Bank of New York Mellon (BNY Mellon), the custodian bank. To compensate the Funds for such activity, the Funds may receive compensation from BNY Mellon at an agreed upon rate.
Asset-Backed Securities. Asset-backed securities are interests in pooled mortgages, loans, receivables, or other assets. Payments of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement.
Bank Instruments. Generally, only Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio will invest in bank instruments and only Invesco Liquid Assets Portfolio will invest in certificates of deposit (Eurodollar CDs) and time deposits (Eurodollar time deposits) of foreign branches of domestic banks. Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposits, time deposits, and bankers acceptances from U.S. or foreign banks as well as Eurodollar certificates of deposit (Eurodollar CDs) and Eurodollar time deposits (Eurodollar time deposits) of foreign branches of domestic banks. Some certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued by banks and savings and loan institutions in exchange for the deposit of funds, and can typically be traded in the secondary market prior to maturity. Other certificates of deposit, like time deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which earn a specified rate of interest over a definite period of time; however, they cannot be traded in the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that are described for Foreign Debt Securities.
Synthetic Municipal Instruments. The Funds may invest in synthetic municipal instruments, the value of and return on which are derived from underlying securities. The types of synthetic municipal instruments in which the Fund may invest include tender option bonds, trust certificates and variable rate trust certificates. These types of instruments involve the deposit into a trust or custodial account of one or more long-term tax-exempt bonds or notes (Underlying Bonds), and the sale of certificates evidencing interests in the trust or custodial account to investors such as the Fund. The trustee or custodian receives the long-term fixed rate interest payments on the Underlying Bonds, and pays certificate holders fixed rates or short-term floating or variable interest rates which are reset periodically. A tender option bond provides a certificate holder with the conditional right to sell its certificate to the sponsor or some designated third party at specified intervals and receive the par value of the certificate plus accrued interest (a demand feature). A trust certificate evidences an interest in a trust entitling a certificate holder to future interest and/or principal payments on the Underlying Bonds. A variable rate trust certificate evidences an interest in a trust entitling the certificate holder to receive variable rate interest based on prevailing short-term interest rates and also typically provides the certificate holder with the conditional demand feature (the right to tender its certificate at par value plus accrued interest under certain conditions).
All synthetic municipal instruments must meet the minimum quality standards for the Funds investments and must present minimal credit risks. In selecting synthetic municipal instruments for the Fund, Invesco considers the creditworthiness of the issuer of the Underlying Bond, the sponsor and the party providing certificate holders with a conditional right to sell their certificates at stated times and prices (a demand feature).
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Typically, a certificate holder cannot exercise the demand feature until the occurrence of certain conditions, such as where the issuer of the Underlying Bond defaults on interest payments. Moreover, because synthetic municipal instruments involve a trust or custodial account and a third party conditional demand feature, they involve complexities and potential risks that may not be present where a municipal security is owned directly.
The tax-exempt character of the interest paid to certificate holders is based on the assumption that the holders have an ownership interest in the Underlying Bonds; however, the Internal Revenue Service (IRS) has not issued a ruling addressing this issue. In the event the IRS issues an adverse ruling or successfully litigates this issue, it is possible that the interest paid to the Fund on certain synthetic municipal instruments would be deemed to be taxable. The Fund relies on opinions of special tax counsel on this ownership question and opinions of bond counsel regarding the tax-exempt character of interest paid on the Underlying Bonds.
Municipal Securities. The Funds may invest in Municipal Securities. Municipal Securities include debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities.
The principal and interest payments for industrial development bonds or pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current federal tax laws place substantial limitations on the purposes and size of such issues. Such obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax. However, interest on Municipal Securities may give rise to a federal alternative minimum tax (AMT) liability and may have other collateral federal income tax consequences. There is a risk that some or all of the interest received by the Fund from tax-exempt Municipal Securities might become taxable as a result of tax law changes or determinations of the IRS.
The two major classifications of Municipal Securities are bonds and notes. Bonds may be further classified as general obligation or revenue issues. General obligation bonds are secured by the issuers pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax-exempt industrial development bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. Notes are short-term instruments which usually mature in less than two years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues.
Municipal Securities also include the following securities:
| Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. |
| Tax Anticipation Notes are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer. |
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| Revenue Anticipation Notes are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. |
| Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial paper, except that tax-exempt commercial paper is issued by states, municipalities and their agencies. |
The Funds also may purchase participation interests or custodial receipts from financial institutions. These participation interests give the purchaser an undivided interest in one or more underlying Municipal Securities.
After purchase by a Fund, an issue of Municipal Securities may cease to be rated by Moodys Investors Service, Inc. (Moodys) or Standard and Poors Ratings Services (S&P), or another NRSRO, or the rating of such a security may be reduced below the minimum credit quality rating required for purchase by the Fund. Neither event would require the Fund to dispose of the security.
The Funds may invest in Municipal Securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest up to 25% of its assets in securities insured by the same insurance company.
Since the Funds invest in Municipal Securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to a Fund and affect its share price.
The Fund may also invest in taxable municipal securities. Taxable municipal securities are debt securities issued by or on behalf of states and their political subdivisions, the District of Columbia, and possessions of the United States, the interest on which is not exempt from federal income tax.
The yields on Municipal Securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the Municipal Securities market, size of a particular offering, and maturity and rating of the obligation. Because many Municipal Securities are issued to finance similar projects, especially those related to education, health care, transportation and various utilities, conditions in those sectors and the financial condition of an individual municipal issuer can affect the overall municipal market. The market values of the Municipal Securities held by the Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a Municipal Security, the market value of such Municipal Security will generally decrease. Conversely, if yields decrease, the market value of a Municipal Security will generally increase.
U.S. Corporate Debt Obligations. Corporate debt obligations in which the Funds may invest are debt obligations issued or guaranteed by corporations that are denominated in U.S. dollars. Such investments may include, among others, commercial paper, bonds, notes, debentures, variable rate demand notes, master notes, funding agreements and other short-term corporate instruments. Commercial Paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Variable rate demand notes are securities with a variable interest rate which is readjusted on pre-established dates. Variable rate demand notes are subject to payment of principal and accrued interest (usually within seven days) on a Funds demand. Master notes are negotiated notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes in specified interest rates or be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Funding agreements are agreements between an insurance company and a Fund covering underlying demand notes. Although there is no secondary market in funding agreements, if the underlying notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes and funding agreements are generally illiquid and therefore subject to the Funds percentage limitation for investments in illiquid securities.
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Other Investment Companies. Unless otherwise indicated in this SAI or a Funds prospectus, each Fund may purchase shares of other investment companies. For each Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. These restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company and will be subject to the risks associated with the portfolio investments of the underlying investment company.
Variable or Floating Rate Instruments. The Funds may invest in variable or floating rate instruments.
Variable or floating rate instruments are securities that provide for a periodic adjustment in the interest rate paid on the obligation. The interest rates for securities with variable interest rates are readjusted on set dates (such as the last day of the month or calendar quarter) and the interest rates for securities with floating rates are reset whenever a specified interest rate change occurs. Variable or floating interest rates generally reduce changes in the market price of securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as market interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate securities than for fixed rate obligations. Many securities with variable or floating interest rates have a demand feature allowing the Fund to demand payment of principal and accrued interest prior to its maturity. The terms of such demand instruments require payment of principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the applicable rating standards of the Funds. The Funds adviser, or Sub-adviser, as applicable, may determine that an unrated floating rate or variable rate demand obligation meets the Funds rating standards by reason of being backed by a letter of credit or guarantee issued by a bank that meets those rating standards.
For Rule 2a-7 purposes, a variable rate security, the principal amount of which is scheduled to be paid in more than 397 calendar days, that is subject to a demand feature, shall be deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand. A floating rate security, the principal amount of which, in accordance with the terms of the security, must unconditionally be paid in 397 calendar days or less shall be deemed to have a maturity of one day.
Forward Commitments, When-Issued and Delayed Delivery Securities. Each Fund may purchase or sell securities on a forward commitment, when-issued or delayed-delivery basis.
Securities purchased or sold on a forward commitment, when-issued or delayed-delivery basis means that delivery and payment take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser until the security is delivered. 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.
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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.
Investment in these types of securities may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor its commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the forward commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional forward, when-issued or delayed delivery commitments will be made by a Fund if, as a result, more than 25% of the Funds total assets would become so committed. The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of a Fund until settlement. TBA transactions and transactions in other forward-settling mortgage-backed securities are effected pursuant to a collateral agreement with the seller. A Fund provides to the seller collateral consisting of cash or liquid securities in an amount as specified by the agreement upon initiation of the transaction. A Fund will make payments throughout the term of the transaction as collateral values fluctuate to maintain full collateralization for the term of the transaction. Collateral will be marked-to-market every business day. If the seller defaults on the transaction or declares bankruptcy or insolvency, a Fund might incur expenses in enforcing its rights, or the Fund might experience delay and costs in recovering collateral or may suffer a loss of principal and interest if the value of the collateral declines. In these situations, a Fund will be subject to greater risk that the value of the collateral will decline before it is recovered or, in some circumstances, the Fund may not be able to recover the collateral, and the Fund will experience a loss.
Interfund Loans. The SEC has issued an exemptive order permitting the Invesco Funds to borrow money from and lend money to each other for temporary or emergency purposes. The Invesco Funds interfund lending program is subject to a number of conditions, including the requirements that: (1) an interfund loan will generally only occur if the interest rate on the loan is more favorable to the borrowing fund than the interest rate typically available from a bank for a comparable transaction and the rate is more favorable to the lending fund than the rate available on overnight repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). A Fund may participate in the program only if and to the extent that such participation is consistent with the Funds investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one days notice and may be repaid on any day.
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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 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.
Repurchase Agreements. Each Fund, except for Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio 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 yield. A Fund may enter into a continuing contract or open repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying securities from the Fund on demand and the effective interest rate is negotiated on a daily basis. 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 or Government Securities. The Funds consider repurchase agreements with the Federal Reserve Bank of New York to be U.S. Government Securities for purposes of the Funds investment policies. Additionally, the Funds consider federal agency mortgage-backed securities to be Government Securities. The Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio may also engage in repurchase agreements collateralized by securities that are rated investment grade and below investment grade by NRSROs or unrated securities of comparable quality, loan participations, and equities (collectively, other collateral). For these types of repurchase agreement transactions, the Fund would look to the counterparty, and not the collateral, for determining diversification under Rule 2a-7. Thus, collateral for a repurchase agreement may include securities that a Fund could not hold directly. Repurchase agreements involving obligations of other collateral may be subject to special risks and may not have the benefit of certain protections in the event of a counterpartys insolvency.
Regardless of the collateral underlying the repurchase agreement, the Fund must determine that the repurchase agreement with the particular counterparty involves minimal credit risk and satisfies the credit quality standards in compliance with Rule 2a-7 under the 1940 Act. Lower quality collateral and collateral with longer maturities may be subject to greater price fluctuations than higher quality collateral and collateral with shorter maturities. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate than higher quality collateral.
If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, a Fund might incur expenses in enforcing its rights, and could experience a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less
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than the resale price provided in the agreement, including interest. In addition, although the Bankruptcy Code and other insolvency laws may provide certain protections for some types of repurchase agreements, if the seller of a repurchase agreement should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the value of the underlying security declines or the Fund may be deemed to be an unsecured creditor and be required to return the securities to the seller. The Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio may enter into repurchase agreements that may be subject to a court ordered or other stay in the event of the sellers bankruptcy or insolvency. A stay will prevent a Fund from selling the securities it holds under a repurchase agreement until permitted by a court or other authority. In these situations a Fund may be subject to greater risk that the value of the securities may decline before they are sold, and that the Fund may experience a loss.
The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. Custody of the securities will be maintained by the Funds custodian or subcustodian for the duration of the agreement.
The Funds may invest their cash balances in joint accounts with other Invesco Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days and collateralized by cash or Government Securities, and in certain other money market instruments with remaining maturities not to exceed 90 days.
Restricted and Illiquid Securities. Each Fund may invest up to 5% of its net assets in securities that are illiquid.
Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at approximately the price at which they are valued. Illiquid securities may include a wide variety of investments, such as: (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features); (2) For funds other than money market funds, OTC options contracts and certain other derivatives (including certain swap agreements); (3) fixed time deposits that are not subject to prepayment or that provide for withdrawal penalties upon prepayment (other than overnight deposits); (4) loan interests and other direct debt instruments; (5) municipal lease obligations; (6) commercial paper issued pursuant to Section 4 (2) of the Securities Act of 1933 (the 1933 Act); and (7) securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act or otherwise restricted under the federal securities laws. Generally only Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio and Invesco Tax-Free Cash Reserve Portfolio will purchase Rule 144A securities.
Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the 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.
Sale of Money Market Securities. The Funds do not seek profits through short-term trading and will generally hold portfolio securities to maturity. However, the Adviser and/or Sub-Adviser may seek to enhance the yield of the Fund by taking advantage of yield disparities that occur in the money markets. For example, market conditions frequently result in similar securities trading at different prices. Also, there frequently are differences in yields between various types of money market securities. The Adviser and/or
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Sub-Adviser may dispose of any portfolio security prior to its maturity if such disposition and reinvestment of proceeds are expected to enhance yield consistent with the Advisers and/or Sub-Advisers judgment as to desirable portfolio maturity structure. The Adviser and/or Sub-Adviser may also dispose of any portfolio security prior to maturity to meet redemption requests, and as a result of a revised credit evaluation of the issuer or other circumstances or considerations. This procedure may increase or decrease the Funds yield depending upon the Advisers and/or Sub-Advisers ability to correctly time and execute such transactions. Each Funds policy of investing in securities with maturities of 397 calendar days (60 calendar days for Invesco STIC Prime Portfolio) or less will result in high portfolio turnover. Since brokerage commissions are not normally paid on investments of the type made by the Fund, the high turnover should not adversely affect the Funds net income.
Receipt of Issuers Nonpublic Information
The Adviser or Sub-Advisers (through their portfolio managers, analysts, or other representatives) may receive material nonpublic information about an issuer that may restrict the ability of the Adviser or Sub-Advisers to cause the Funds to buy or sell securities of the issuer on behalf of the Funds for substantial periods of time. This may impact the Funds ability to realize profit or avoid loss with respect 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 Adviser 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 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.
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(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.
(3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.
(4) The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Funds investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments, or (iii) bank instruments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
(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) Invesco Liquid Assets Portfolio, Invesco STIC Portfolio, and Invesco Treasury Portfolio 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.
Invesco Government & Agency Portfolio, Invesco Tax-Free Cash Reserve Portfolio and Invesco Treasury Obligations Portfolio may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.
(8) The Fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund.
(9) Invesco Tax-Free Cash Reserve Portfolio will limit its purchases of municipal securities to First Tier securities, as such term is defined from time to time in Rule 2a-7 under the 1940 Act.
In 2015, the SEC adopted rule amendments that remove references to credit ratings from Rule 2a-7 under the 1940 Act. The amendments delete the distinction between a First Tier and Second Tier security from Rule 2a-7, and the related definitions, and replace them with a requirement that a fund limit its investments to Eligible Securities as defined in the amended version of Rule 2a-7 (See also Rule 2a-7 RequirementsQuality in the SAI). Effective no later than the compliance date of the rule amendments (October 14, 2016), the SECs amendments removing references to credit ratings from Rule 2a-7 have the practical effect of eliminating the Invesco Tax-Free Cash Reserve Portfolios restriction limiting its purchases of municipal securities to First Tier securities, as such term is defined from time to time in Rule 2a-7 under the 1940 Act.
(10) Invesco Tax-Free Cash Reserve Portfolios assets will be invested so that at least 80% of the Funds income will be exempt from federal income taxes.
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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 100% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities issued by other investment companies), if, as a result, (i) more than 5% of the Funds total assets would be invested in the securities of that issuer except as permitted by Rule 2a-7 under the 1940 Act, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction regarding issuer diversification, any Fund that invests in municipal securities will regard each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality and authority thereof, and each multi-state agency of which a state is a member as a separate issuer. When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity Bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be deemed to be the sole issuer.
(2) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry and may invest over 25% of its assets in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt obligations issued by governments or political subdivisions of governments, and (iii) bank instruments.
(3) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund (except for Invesco Government & Agency Portfolio, Invesco Tax-Free Cash Reserve Portfolio and Invesco Treasury Obligations Portfolio) currently may not invest in any security (including futures contracts or options thereon) that are secured by physical commodities.
(4) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33 1/3% of its total assets and may lend money to an Invesco Fund, on such terms and conditions as the SEC may require in an exemptive order.
(5) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.
(6) The Fund may not acquire any securities of registered unit investment trusts in reliance on sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
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(7) The following applies:
(a) Invesco Treasury Portfolio invests under normal circumstances at least 80% of its assets in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations.
(b) Invesco Government & Agency Portfolio invests under normal circumstances at least 80% of its assets in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities, as well as repurchase agreements secured by those obligations.
(c) Invesco Treasury Obligations Portfolio invests under normal circumstances at least 80% of its assets in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities.
For purposes of the foregoing, assets means net assets, plus the amount of any borrowings for investment purposes. Each Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
Policies and Procedures for Disclosure of Portfolio 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 are provided below.
Public release of portfolio holdings. The Funds make available to institutions that maintain accounts with the Funds, beneficial owners of the Fund shares and prospective investors (collectively, Qualified Persons) information regarding or derived from the Funds portfolio holdings. The Funds disclose the following holdings information on http:// www.invesco.com/us 1
1 | To locate the Funds portfolio holdings information go to http://www.invesco.com/us , click on the Products tab, then click on the Money Market and Liquidity Funds link. Under Quick Links, click on Complete Monthly Holdings link.. |
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The percentage of the Funds total assets invested in daily liquid assets; the percentage of the Funds total assets invested in weekly liquid assets; and the Funds net inflows or outflows | Each business day as of the end of the preceding business day | Six months | ||
Complete portfolio holdings, and information derived there from, as of month-end or as of some other period determined by the Adviser in its sole discretion | 1 day after month-end or any other period, as may be determined by the Adviser in its sole discretion | Until posting of the fiscal quarter holdings for the months included in the fiscal quarter | ||
Complete portfolio holdings as of fiscal quarter-end | 60-70 days after fiscal quarter-end | For one year |
Qualified Persons may obtain access to the Web site, as well as, the information noted above, by calling the distributor toll free at 1-800-659-1005, option 2. The Funds distributors vice president/sale and administration manager are authorized to determine whether any entity or individual is a Qualified Person or is acting on behalf of a Qualified Person, and to disclose portfolio information to such Qualified Person. If a beneficial owner who is not a record owner request portfolio information, such information will be sent to the record owner for distribution to the beneficial owner. Existing shareholders can also obtain portfolio information (other than portfolio holdings) by calling the transfer agent toll free at 1-800-659-1005, option 1. Generally, employees of Invesco and its affiliates may not disclose such portfolio holdings until one day after they have been posted on http:// www.invesco.com/us .
The Funds will file monthly with the SEC portfolio holdings and other information about the Fund and its portfolio as of the last business day of the preceding month or any subsequent calendar day of such month within five business days of the end of each month.
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 (the EMC) of Invesco 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 Portfolios 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 funds advised by Invesco (the Invesco Funds):
| Attorneys and accountants; |
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| Securities lending agents; |
| Lenders to the Invesco Funds; |
| Rating and rankings agencies; |
| Person 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 an Invesco Funds portfolio management team who provide execution and research services to the team; and |
| Analysts hired to perform research and analysis for 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 H 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 the Funds or other mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of portfolio holdings information.
Disclosure of certain portfolio holdings and related information without non-disclosure agreement. Invesco and its affiliates that provide services to the Funds, the Sub-Advisers and each of their employees may receive or have access to portfolio holdings as part of the day-to-day operations of the Funds.
From time to time, employees of Invesco and its affiliates may express their views orally or in writing on one or more of the Funds portfolio securities or may state that the Funds have recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since the Funds most recent month-end and therefore may not be reflected on the list of the Funds most recent month-end portfolio holdings disclosed on the Web site. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the Funds, persons considering investing in the Funds or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ.
From time to time, employees of Invesco and its affiliates also may provide oral or written information (portfolio commentary) about the Funds, including, but not limited to, how the Funds investments are divided among various sectors, industries, and countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, and bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. Invesco may also provide oral or written information (statistical information) about various financial characteristics of the Funds or their 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
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growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about the Funds may be based on the Funds most recent quarter-end 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 Invesco Funds portfolio securities. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Invesco 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.
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.
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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 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.
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James T. Bunch, Trustee
James T. Bunch has been a member of the Board of Trustees of the Invesco Funds since 2000.
From 1988 to 2010, Mr. Bunch was Founding Partner of Green Manning & Bunch, Ltd., 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.
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.
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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 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.
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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.
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.
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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.
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.
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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.
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.
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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 Invesco 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.
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 August 31, 2017, the Audit Committee held seven 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 August 31, 2017, the Compliance Committee held five 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 August 31, 2017, 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
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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 August 31, 2017, the Investments Committee held six meetings.
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 August 31, 2017, the Valuation, Distribution and Proxy Oversight Committee held five 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 August 31, 2017 is found in Appendix D. Appendix D also provides information regarding compensation paid to Russell Burk, the Funds Senior Vice President and Senior Officer, during the year ended December 31, 2016.
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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 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
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second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.
Amendment of Retirement Plan and Conversion to Defined Contribution Plan
The Trustees approved an amendment to the Retirement Plan to convert it to a defined contribution plan for active Trustees (the Amended Plan). Under the Amended Plan, the benefit amount was amended for each active Trustee to the present value of the Trustees existing retirement plan benefit as of December 31, 2013 (the Existing Plan Benefit) plus the present value of retirement benefits expected to be earned under the Retirement Plan through the end of the calendar year in which the Trustee attained age 75 (the Expected Future Benefit and, together with the Existing Plan Benefit, the Accrued Benefit). On the conversion date, the Covered Funds established bookkeeping accounts in the amount of their pro rata share of the Accrued Benefit, which is deemed to be invested in one or more Invesco Funds selected by the participating Trustees. Such accounts will be adjusted from time to time to reflect deemed investment earnings and losses. Each Trustees Accrued Benefit is not funded and, with respect to the payments of amounts held in the accounts, the participating Trustees have the status of unsecured creditors of the Covered Funds. Trustees will be paid the adjusted account balance under the Amended Plan in quarterly installments for the same period as described above.
Deferred Compensation Agreements
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. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the Invesco Funds, see Appendix L Purchase, Redemption and Pricing of Shares Purchase and Redemption of Shares Class A Shares Sold Without an Initial Sales Charge.
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. For a description please see Appendix L Purchase, Redemption and Pricing of Shares Purchase and Redemption of Shares Purchases of Class Y Shares.
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Invesco, the Trust, Invesco Distributors, Inc. (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 Adviser:
Fund | Adviser | |
Invesco Liquid Assets Portfolio | Invesco Advisers, Inc. | |
Invesco STIC Prime Portfolio | Invesco Advisers, Inc. | |
Invesco Treasury Portfolio | Invesco Advisers, Inc. | |
Invesco Government & Agency Portfolio | Invesco Advisers, Inc. | |
Invesco Treasury Obligations Portfolio | Invesco Advisers, Inc. | |
Invesco Tax-Free Cash Reserve Portfolio | Invesco Advisers, Inc. |
Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy policies and procedures, as outlined above, which have been reviewed and approved by the Board, and which are found in Appendix E. Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of each Funds proxy voting record. Information regarding how the Funds voted proxies related to their portfolio securities during the 12 months ended June 30, 2017, is available without charge at our web site http:// www.invesco.com/us . This information is also available at the SEC Web site, http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of the Funds shares by beneficial or record owners of such Fund and 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 the 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.
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As investment adviser, Invesco supervises all aspects of the Funds operations and provides investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco may engage the services of other investment managers with respect to one or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is free to render investment advisory services to others, including other investment companies.
Pursuant to an administrative services agreement with the Funds, Invesco is also responsible for furnishing to the Funds, at Invescos expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, which in the judgment of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Funds accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
Pursuant to the Master Investment Advisory Agreement with the Trust, Invesco receives a monthly fee from the Funds calculated at the following annual rates, based on the average daily net assets of the Funds during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class.
Fund Name |
Net Assets | Annual Rate | ||||
Invesco Liquid Assets Portfolio |
All Assets | 0.15 | % | |||
Invesco STIC Prime Portfolio |
All Assets | 0.15 | % | |||
Invesco Treasury Portfolio |
All Assets | 0.15 | % | |||
Invesco Government & Agency Portfolio |
All Assets | 0.10 | % | |||
Invesco Treasury Obligations Portfolio |
First $250 million | 0.20 | % | |||
Over $250 million to $500 million | 0.15 | % | ||||
Amount over $500 million | 0.10 | % | ||||
Invesco Tax-Free Cash Reserve Portfolio |
All Assets | 0.20 | % |
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 each fiscal year.
Invesco also has contractually agreed through at least December 31, 2018, to waive advisory fees or reimburse expenses to the extent necessary to limit the total annual fund operating expense (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement) for the following Funds shares:
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Fund |
Expense Limitation | |||
Invesco Government & Agency Portfolio |
||||
Cash Management Class |
0.26 | % | ||
Corporate Class |
0.21 | % | ||
Institutional Class |
0.18 | % | ||
Personal Investment Class |
0.73 | % | ||
Private Investment Class |
0.48 | % | ||
Reserve Class |
1.05 | % | ||
Resource Class |
0.34 | % | ||
Invesco Treasury Obligations Portfolio |
||||
Cash Management Class |
0.26 | % | ||
Corporate Class |
0.21 | % | ||
Institutional Class |
0.18 | % | ||
Personal Investment Class |
0.73 | % | ||
Private Investment Class |
0.43 | % | ||
Reserve Class |
1.05 | % | ||
Resource Class |
0.34 | % | ||
Invesco Liquid Assets Portfolio |
||||
Cash Management Class |
0.26 | % | ||
Corporate Class |
0.21 | % | ||
Institutional Class |
0.18 | % | ||
Personal Investment Class |
0.73 | % | ||
Private Investment Class |
0.48 | % | ||
Reserve Class |
1.05 | % | ||
Resource Class |
0.38 | % | ||
Invesco STIC Prime Portfolio |
||||
Cash Management Class |
0.26 | % | ||
Corporate Class |
0.21 | % | ||
Institutional Class |
0.18 | % | ||
Personal Investment Class |
0.73 | % | ||
Private Investment Class |
0.48 | % | ||
Reserve Class |
1.05 | % | ||
Resource Class |
0.34 | % | ||
Invesco Tax-Free Cash Reserve Portfolio 1 |
||||
Cash Management Class |
0.28 | % | ||
Corporate Class |
0.23 | % | ||
Institutional Class |
0.20 | % | ||
Personal Investment Class |
0.75 | % | ||
Private Investment Class |
0.45 | % | ||
Reserve Class |
1.07 | % | ||
Resource Class |
0.36 | % | ||
Invesco Treasury Portfolio |
||||
Cash Management Class |
0.26 | % | ||
Corporate Class |
0.21 | % | ||
Institutional Class |
0.18 | % | ||
Personal Investment Class |
0.73 | % | ||
Private Investment Class |
0.48 | % | ||
Reserve Class |
1.05 | % | ||
Resource Class |
0.34 | % |
1 | The expense limitation also excludes trustees fees and federal registration expenses. |
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Acquired Fund Fees and Expenses are not operating expenses of the Funds directly, but are fees and expenses, including management fees of the investment companies in which the Funds invest. 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 agreement, it will terminate as indicated above. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limit without approval of the Board.
The management fees payable by each Fund, the amounts waived by Invesco and the net fees paid by each Fund for the last three fiscal years ended August 31 are found in Appendix G.
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 theAdvisers Act, are:
Invesco Asset Management Deutschland Gmbh (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Hong Kong (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco Canada Ltd. (Invesco Canada)
Invesco has also entered into a Sub-Advisory Agreement with another affiliate, PowerShares Capital Management LLC (PowerShares), also a registered investment adviser under the Advisers Act, to provide discretionary investment management services, investment advice, and/or order execution services to Invesco Government & Agency Portfolio, Invesco Tax-Free Cash Reserve Portfolio and Invesco Treasury Obligations Portfolio.
Invesco has also entered into a Sub-Advisory Agreement with another affiliate, Invesco Asset Management (India) Private Limited (Invesco India), also a registered investment adviser under the Advisers Act, to provide discretionary investment management services, investment advice, and/or order execution services to Invesco Government & Agency Portfolio, Invesco Tax-Free Cash Reserve Portfolio and Invesco Treasury Obligations Portfolio .
Invesco and each Sub-Adviser (collectively, the Sub-Advisers) are indirect wholly-owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers under the Sub-Advisory Agreement are for providing discretionary investment management services. For such services, Invesco will pay each Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which such Sub-Adviser shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the monthly compensation that Invesco receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by Invesco, if any.
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Marketing Support and Administrative Support Payments
Invesco, Invesco Distributors, or one of their affiliates (Invesco Affiliates) may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries that sell shares of the Invesco Funds or provide promotional and/or sales support on behalf of Invesco and Invesco Distributors with respect to the Invesco Funds. Financial intermediaries receiving marketing support payments may agree to provide a variety of services and activities that benefit Invesco and its affiliates, such as including the Invesco Funds on a preferred or select sales list or in other sales programs, providing access to the financial intermediaries registered representatives, providing assistance in training and education of personnel, providing marketing support, and other services. In addition, Invesco Affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries that provide administrative services to their customers. These administrative support payments may be made for recordkeeping, sub-accounting, sub-transfer agency, shareholder processing and similar services.
Marketing and administrative support payments are in addition to any fees paid by an Invesco Fund, including Rule 12b-1 fees. Marketing and administrative support payments, whether a fixed payment or calculated as a percentage of assets attributable to a financial intermediary in a given Invesco Fund, may be different for different financial intermediaries, and shall not exceed 0.25% of the average daily net assets of all shares attributable to the financial intermediary in any Invesco Fund during a particular period. Moreover, where financial intermediaries provide services to the Invesco Funds or an Invesco Affiliate, the costs of providing the services and the package of services provided may differ. The Invesco Affiliates do not make an independent assessment of the cost of such services. A list of financial intermediaries to whom Invesco Affiliates paid marketing and/or administrative support payments during the prior calendar year is attached hereto as Appendix H. This list may not be current and changes over time.
These payments could be significant to the financial intermediaries and may create an incentive for a financial intermediary to recommend or sell shares of the Invesco Funds to its customers, thereby increasing the assets in the Invesco Funds. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of Fund shares or the provision of services to the Funds.
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.
Administrative services frees paid to Invesco by each Fund for the last three fiscal years ended August 31 are found in Appendix I.
Transfer Agent. Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046, a wholly-owned subsidiary of Invesco Ltd., is the Trusts transfer agent.
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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 shares of the Funds, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services an asset-based fee. Invesco Investment Services may impose certain copying charges for request for copies of shareholder account statements and other historical account information older than the current year and the immediately preceding year.
Sub-Transfer Agent. Invesco Canada, 5140 Yonge Street, Suite 800, Toronto, Ontario M2N6X7, a wholly-owned, indirect subsidiary of Invesco Ltd., provides services to the Trust as a sub-transfer agent, pursuant to an agreement between Invesco Canada and Invesco Investment Services. The Trust does not pay a fee to Invesco Canada for these services. Rather, Invesco Canada is compensated by Invesco Investment Services as a sub-contractor.
Custodian. The Bank of New York Mellon (the Custodian), 2 Hanson Place, Brooklyn, New York 11217-1431, is custodian of all securities and cash of the Funds. The Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.
Independent Registered Public Accounting Firm. The Funds Independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP, 1000 Louisiana Street, Suite 5800, Houston TX 77002-5021, 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 Funds 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.
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BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage allocation and other trading practices. If all or a portion of a Funds assets are managed by one or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage allocation procedures do not materially differ from Invesco Advisers, Inc.s procedures.
Placing trades generally involves acting on portfolio manager instructions to buy or sell a specified amount of portfolio securities, including selecting one or more broker-dealers, including affiliated and third-party broker-dealers, to execute the trades, and negotiating commissions and spreads. Various Invesco Ltd. subsidiaries have created a global equity trading desk. The global equity trading desk has assigned local traders in six primary trading centers to place equity securities trades in their regions. Invesco Advisers Americas desk, located in Atlanta, Houston and Toronto, generally places trades of equity securities in North America, Canada and Latin America; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades of equity securities in the Asia-Pacific markets, except Japan and Australia; the Japan trading desk of Invesco Japan generally places trades of equity securities in the Japanese markets; the EMEA trading desk of Invesco Asset Management Limited (the EMEA Desk) generally places trades of equity securities in European, Middle Eastern and African countries; the Australia desk, located in Sydney and Melbourne, for the execution of orders of equity securities trading in the Australian and New Zealand markets and the Taipei desk, located in Taipei, for the execution of orders of securities trading in the Chinese market. Invesco, Invesco Canada, Invesco Australia, Invesco Japan, Invesco Deutschland, Invesco Hong Kong and Invesco Asset Management use the global equity trading desk to place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The trading procedures for the global trading desks are similar in all material respects.
References in the language below to actions by Invesco or a Sub-Adviser 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-Advisers to the various arms of the global equity trading desk, Invesco or the Sub-Advisers that delegate trading is responsible for oversight of this trading activity.
Invesco or the Sub-Advisers make decisions to buy and sell securities for each Fund, selects broker-dealers (each, a Broker), effects the Funds investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. Invescos and the Sub-Advisers primary consideration in effecting a security transaction is to obtain best execution, which is defined as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco or the Sub-Advisers seek reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See Broker Selection below.
Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio transactions in such markets may be affected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial public offerings and secondary offerings, include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.
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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.
There were no brokerage commissions paid by the Funds for the last three fiscal years ended August 31.
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 consider the full range and quality of a Brokers services, including the value of research and/or brokerage services provided, execution capability, commission rate, and willingness to commit capital, anonymity and responsiveness. Invescos and the Sub-Advisers primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Brokers ability to deliver or sell the relevant fixed income securities; however, Invesco and the Sub-Advisers will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based upon their promotion or sale of Fund shares.
In choosing Brokers to execute portfolio transactions for the Funds, Invesco or the Sub-Advisers may select Brokers that are not affiliated with Invesco that provide brokerage and/or research services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that Invesco or the Sub-Advisers, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco or the Sub-Advisers must make a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [Invescos or the Sub-Advisers] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion. The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Advisers in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Brokers provision of Soft Dollar Products to Invesco or the Sub-Advisers.
Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invescos or the Sub-Advisers expenses to the extent that Invesco or the Sub-Advisers would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-
38
Advisers to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Advisers) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Advisers may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization.
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and other equity client accounts managed by Invesco. In other words, certain fixed income Invesco Funds are cross subsidized by the equity Invesco Funds in that the fixed income Invesco Funds receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and the Sub-Advisers use soft dollars to purchase two types of Soft Dollar Products:
| proprietary research created by the Broker executing the trade, and |
| other products created by third parties that are supplied to Invesco or the Sub-Advisers through the Broker executing the trade. |
Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Brokers share of Invesco clients commission dollars and attempts to direct trades to these firms to meet these estimates.
Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers who step in to a transaction and receive a portion of the brokerage commission for the trade. Invesco or the Sub-Advisers may from time to time instruct the executing Broker to allocate or step out a portion of a transaction to another Broker. The Broker to which Invesco or the Sub-Advisers have stepped out would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been stepped out. Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.
Soft Dollar Products received from Brokers supplement Invescos and or the Sub-Advisers own research (and the research of certain of its affiliates), and may include the following types of products and services:
| Database Services comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process). |
39
| Quotation/Trading/News Systems products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services. |
| Economic Data/Forecasting Tools various macro-economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions. |
| Quantitative/Technical Analysis software tools that assist in quantitative and technical analysis of investment data. |
| Fundamental/Industry Analysis industry specific fundamental investment research, |
| Fixed Income Security Analysis data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities. |
| Other Specialized Tools other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software. |
If Invesco or the Sub-Advisers determine that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers only for the portion of the service or product that Invesco or the Sub-Advisers determine assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invescos or the Sub-Advisers staff follow. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invescos or the Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco and the Sub-Advisers believe that because Broker research supplements rather than replaces Invescos or the Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or the Sub-Advisers investment advice. The advisory fee paid by the Funds is not reduced because Invesco or the Sub-Advisers receive such services. To the extent the Funds portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco determines target levels based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be affected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Funds shares for their clients, provided that Invesco or the Sub-Advisers believe such Brokers provide best execution and such transactions are executed in compliance with Invescos policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
40
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.
Information concerning the Funds acquisition of securities of their Brokers during the last fiscal year ended August 31, 2017 is found in Appendix J.
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.
PURCHASE, REDEMPTION, EXCHANGE AND PRICING OF SHARES
Purchase, Redemption, and Exchange of Shares
Before the initial purchase of shares, an investor must submit a completed account application either directly or through its financial intermediary, to the Funds transfer agent at P.O. Box 219286, Kansas City, Missouri 64121-9286. 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, either directly or through his financial intermediary must give the Funds transfer agent all required information and documentation. Additionally, purchase payment must be made in federal funds or by check. 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 purchase and 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. Orders submitted through a financial intermediary that has not received authorization to accept orders on a Funds behalf are priced at the Funds net asset value next calculated by the Fund after it receives the order from the financial intermediary and accepts it, which may not occur on the day submitted to the financial intermediary.
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An investor or 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 investor or the 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. For funds that allow checkwriting, if you do not have a sufficient number of shares in your account to cover the amount of the check and any applicable deferred sales charge, the check will be returned and no shares will be redeemed. Because it is not possible to determine your accounts value in advance, you should not write a check for the entire value of your account or try to close your account by writing a check.
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.
With regard to 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. For Funds that do not qualify as Government Money Market Funds, when a fee or a gate is in place, shareholders will not be permitted to exchange into or out of a Fund.
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, 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 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.
You may exchange shares of Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio, Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Tax-Free Cash Reserve Portfolio, or Invesco Treasury Portfolio for shares of other money market funds within the Trust and AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (except for Investor Class Shares), but may not exchange shares of such Funds for retail shares of other Invesco Funds.
Additional information regarding purchases and redemptions is located in each class prospectus, under the headings Purchasing Shares, Redeeming Shares, and Exchanging Shares.
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The offering price per share of Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio, Invesco Tax-Free Cash Reserve Portfolio, and Invesco Treasury Portfolio is $1.00. There can be no assurance that such Funds will be able to maintain a stable net asset value of $1.00 per share. Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio are offered at net asset value.
Calculation of Net Asset Value (Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio, Invesco Tax-Free Cash Reserve Portfolio and Invesco Treasury Portfolio)
The Board has established procedures, in accordance with Rule 2a-7 under the 1940 Act, designed to stabilize each Funds net asset value per share at $1.00, to the extent reasonably possible. Such procedures include review of portfolio holdings by the Trustees at such intervals as they may deem appropriate. The reviews are used to determine whether net asset value, calculated by using available market quotations, deviates from $1.00 per share and, if so, whether such deviation may result in material dilution or is otherwise unfair to investors or existing shareholders. In the event the trustees determine that a material deviation exists, they intend to take such corrective action as they deem necessary and appropriate. Such actions may include selling portfolio securities prior to maturity in order to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends, redeeming shares in kind, or establishing a net asset value per share by using available market quotations. When available market quotations are used to establish the market-based net asset value, the net asset value could possibly be more or less than $1.00 per share.
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.
Calculation of Net Asset Value (Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio)
Invesco Liquid Assets Portfolio determines its net asset value per share at 8:00 a.m., 12:00 p.m., and 3:00 p.m. Eastern Time on each business day of the Fund. Invesco STIC Prime Portfolio determines its net asset value per share at 3:00 p.m. Eastern Time. In the event the Fund closes early on a business day, each Fund will calculate its net asset value as of the time of such closing. For Funds with multiple net asset value strike times, in the event the Fund closes early, the Funds last net asset value strike time for such day will be the strike time immediately prior to the Funds early close. The 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 a Funds net asset value per share is made in accordance with generally accepted accounting principles. The net asset value for shareholder transactions may be different than the net asset value reported in the Funds financial statement due to adjustments required by generally accepted accounting principles made to the net asset value of the Fund at period end.
Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution size, trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and Corporate Loans and in the case of debt obligations (excluding Corporate Loans), the mean between the last bid and ask prices. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share.
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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 New York Stock Exchange (NYSE). The values of such securities used in computing the net asset value of an Invesco Funds shares are the valuation time(s) for the particular Fund. 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 valuation time(s) for the particular Fund. 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 valuation time(s) for the particular Fund, 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.
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.
The Funds do not intend to redeem shares representing an interest in the Funds in kind (i.e., by distributing its portfolio securities).
Although the Invesco Funds generally intend to pay redemption proceeds solely in cash, the Invesco Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, an Invesco Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Invesco Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds, made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election) and therefore, the Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to
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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.
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 Funds transfer agent will not provide Form 1099 to those payees.
Investors should contact the IRS if they have any questions concerning withholding.
IRS Penalties Investors who do not supply the Invesco Funds with a correct TIN will be subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not willful neglect. If an investor falsifies information on this form or makes any other false statement resulting in no backup withholding on an account which should be subject to backup withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain criminal penalties including fines and/or imprisonment.
Nonresident Aliens Nonresident alien individuals and foreign entities with a valid Form W-8 are not subject to the backup withholding previously discussed. The Form W-8 generally remains in effect for a period starting on the date the Form is signed and ending on the last day of the third succeeding calendar year. Such shareholders may, however, be subject to federal income tax withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a withholding exemption. Nonresident alien individuals and some foreign entities failing to provide a valid Form W-8 may be subject to backup withholding and Form 1099 reporting.
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The following discussion of dividends and distributions should be read in connection with the applicable sections in the Prospectuses.
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, 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.
In the event a Fund (other than Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio, both of which are floating NAV Funds), incurs or anticipates any unusual expense, loss or depreciation in the value of a portfolio investment that would adversely affect the net asset value per share of the Fund or the net income per share of a class of the Fund for a particular period, the Board would at that time consider whether to adhere to the present dividend policy described above or to revise it in light of then prevailing circumstances. For example, if the net asset value per share of the Fund was reduced or was anticipated to be reduced below $1.00, the Board might suspend further dividend payments on shares of the Fund until the net asset value returns to $1.00. Thus, such expense, loss or depreciation might result in a shareholder receiving no dividends for the period during which it held shares of the Fund and/or its receiving upon redemption a price per share lower than that which it paid.
The following is a summary of certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Matters section is based on the Internal Revenue Code (Code) and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Fund. The Fund has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
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Qualification as a regulated investment company. In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
| Distribution Requirement the Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement). |
| Income Requirement the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). |
| Asset Diversification Test the Fund must satisfy the following asset diversification test at the close of each quarter of the Funds tax year: (1) at least 50% of the value of the Funds assets must consist of cash and cash items, U.S. Government Securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Funds total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Funds total assets may be invested in the securities of any one issuer (other than U.S. Government Securities or securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs. |
In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Funds ability to satisfy these requirements. See Tax Treatment of Portfolio Transactions with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Funds income and performance. In lieu of potential disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
The Fund may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. However, the Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. If the IRS determines that the Funds allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Funds current and accumulated earnings and profits. Failure to qualify as a regulated investment company thus would have a negative impact on the Funds income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
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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 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.
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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.
Liquidity Fees . 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
Taxation of Fund Distributions (All Funds). The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
Distributions of ordinary income. The Fund receives income generally in the form of interest on its investments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. The Fund also may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. This income, less expenses incurred in the operation of the Fund, constitutes the Funds net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Funds earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.
Capital gain dividends. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, the Fund will recognize long-term capital gain or loss on the sale or other disposition of assets it has owned for more than one year, and short-term capital gain or loss on investments it has owned
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for one year or less. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) that are properly reported by the Fund to shareholders as capital gain dividends generally will be taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to individuals are taxed at the maximum rate of 15% (20% for certain high income taxpayers) or 25% depending on the nature of the capital gain. Distributions of net short-term capital gains for a taxable year in excess of net long-term capital losses for such taxable year generally will be taxable to a shareholder receiving such distributions as ordinary income. The Fund does not expect to realize any long-term capital gains and losses.
Qualified dividend income for individuals. Because the income of the Fund primarily is derived from investments earning interest rather than dividend income, generally none of the Funds income dividends will be qualified dividend income eligible for taxation at capital gain rates.
Corporate dividends-received deduction. Because the income of the Fund primarily is derived from investments earning interest rather than dividend income, generally none of its income dividends will be eligible for the corporate dividends-received deduction.
Maintaining a $1.00 share price. Because the shares in the Funds, other than Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio, are offered and redeemed at a constant net asset value of $1.00 per share, gains and losses on the sale of portfolio securities and unrealized appreciation or depreciation in the value of these securities may require the Fund to adjust its dividends to maintain its $1.00 share price. This procedure may result in under- or over-distributions by the Fund of its net investment income. This in turn may result in return of capital distributions, the effect of which is described in the following paragraph.
Return of capital distributions. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund overestimates the income to be received from certain investments.
Tax credit bonds. If the Fund holds, directly or indirectly, one or more tax credit bonds (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass-through tax credits to shareholders, the Fund may choose not to do so.
U.S. Government interest. Income earned on certain U.S. Government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. Government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations); generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations.
Dividends declared in December and paid in January. Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the
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Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
Medicare tax. A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. Net investment income does not include exempt-interest dividends.
Taxation of Fund Distributions (Tax Free Cash Reserve Portfolio Only). The Fund intends to qualify each year to pay exempt-interest dividends by satisfying the requirement that at the close of each quarter of the Funds taxable year at least 50% of the Funds total assets consists of Municipal Securities, which are exempt from federal income tax.
Exempt-interest dividends. Distributions from the Fund will constitute exempt-interest dividends to the extent of the Funds tax-exempt interest income (net of allocable expenses and amortized bond premium). Exempt-interest dividends distributed to shareholders of the Fund are excluded from gross income for federal income tax purposes. However, shareholders required to file a federal income tax return will be required to report the receipt of exempt-interest dividends on their returns. Moreover, while exempt-interest dividends are excluded from gross income for federal income tax purposes, they may be subject to alternative minimum tax (AMT) in certain circumstances and may have other collateral tax consequences as discussed below.
Distributions of ordinary income and capital gains . Any gain or loss from the sale or other disposition of a tax-exempt security generally is treated as either long-term or short-term capital gain or loss, depending upon its holding period, and is fully taxable. However, gain recognized from the sale or other disposition of a tax-exempt security purchased after April 30, 1993, will be treated as ordinary income to the extent of the accrued market discount on such security. Distributions by the Fund of ordinary income and capital gains will be taxable to shareholders as discussed under Taxation of Fund Distributions.
Alternative minimum tax private activity bonds. AMT is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for noncorporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayers alternative minimum taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from certain private activity Municipal Securities issued after August 7, 1986, generally will constitute an item of tax preference includable in AMTI for both corporate and noncorporate taxpayers. However, tax-exempt interest on private activity bonds issued in 2009 and 2010 is not an item of tax preference for purposes of the AMT. In addition, exempt-interest dividends derived from all Municipal Securities regardless of the date of issue must be included in adjusted current earnings that are used in computing an additional corporate preference item includable in AMTI. Certain small corporations are wholly exempt from the AMT. Consistent with its stated investment objective, the Fund intends to limit its investments in private activity bonds subject to the AMT to no more than 20% of its total assets in any given year.
Effect on taxation of social security benefits; denial of interest deduction; substantial users. Exempt-interest dividends must be taken into account in computing the portion, if any, of social security or railroad retirement benefits that must be included in an individual shareholders gross income subject to federal income tax. Further, a shareholder of the Fund is denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares of the Fund. Moreover, a shareholder who is (or is related to) a substantial user of a facility financed by industrial development bonds held by the Fund likely will be
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subject to tax on dividends paid by the Fund that are derived from interest on such bonds. Receipt of exempt-interest dividends may result in other collateral federal income tax consequences to certain taxpayers, including financial institutions, property and casualty insurance companies and foreign corporations engaged in a trade or business in the United States.
Exemption from state tax. To the extent that exempt-interest dividends are derived from interest on obligations of a state or its political subdivisions or from interest on qualifying U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin Islands, and Guam), they also may be exempt from that states personal income taxes. Most states, however, do not grant tax-free treatment to interest on state and municipal securities of other states.
Failure of a Municipal Security to qualify to pay exempt-interest. Failure of the issuer of a tax-exempt security to comply with certain legal or contractual requirements relating to a Municipal Security could cause interest on the Municipal Security, as well as Fund distributions derived from this interest, to become taxable, perhaps retroactively to the date the Municipal Security was issued. In such a case, the Fund may be required to report to the IRS and send to shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable income. This in turn could require shareholders to file amended federal and state income tax returns for such prior year to report and pay tax and interest on their pro rata share of the additional amount of taxable income.
Sale or Redemption of Fund Shares. A shareholder will recognize gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholders adjusted tax basis in the shares. Because the shares in the Funds, other than Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio, are offered and redeemed at a constant net asset value of $1.00 per share, a shareholder generally will recognize neither gain nor loss on a redemption of shares (unless the shareholder incurs a liquidity fee on such redemption). Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio each round their 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 those Funds calculated by subtracting from the gross proceeds received from the sale or exchange your cost basis.
Shareholders may elect to adopt a simplified NAV method for computing gains and losses from taxable sales, exchanges or redemptions of Fund shares. Under the NAV method, rather than computing gain or loss separately for each taxable disposition of Fund shares as described above, a shareholder would determine gain or loss based on the change in the aggregate value of the shareholders Fund shares during a computation period (which could be the shareholders taxable year or certain shorter periods), reduced by the shareholders net investment (purchases minus taxable sales, exchanges, or redemptions or exchanges) in those Fund shares during that period. Under the NAV method, if a shareholder holds the shares as a capital asset, any resulting net gain or loss would be treated as short-term capital gain or loss.
Tax basis information . Cost basis reporting is not required for shareholders investing in a money market fund operating under Rule 2a-7 under the 1940 Act.
Wash sale rule . All or a portion of any loss so realized on the sale or redemption of shares in the Funds (other than Invesco Liquid Assets Portfolio and Invesco STIC Prime Portfolio) may be deferred under the wash sale rules if the shareholder purchases other shares of the same Fund within 30 days before or after the sale or redemption and the shareholder does not elect to adopt the NAV method. A shareholder that realizes a loss on the redemption of shares in Invesco Liquid Assets Portfolio or Invesco STIC Prime Portfolio and purchases other shares of the same Fund within 30 days before or after the redemption is not subject to the wash sale rules and may recognize such loss in the year realized if the shareholder does not elect to adopt the NAV method.
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.
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In general. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a fund. Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions. In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put option written by it, the fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a funds obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the fund is greater or less than the amount paid by the fund (if any) in terminating the transaction. Thus, for example, if an option written by a fund expires unexercised, the fund generally will recognize short-term gain equal to the premium received.
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.
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In addition to the special rules described above in respect of options and futures transactions, a funds transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding periods of the funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments, and the funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a funds book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions. A funds transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a funds ordinary income distributions to you, and may cause some or all of the funds previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments. A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the 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.
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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 ShareholdersU.S. withholding tax at the source with respect to certain other tax aspects of investing in U.S. REITs.
Investment in taxable mortgage pools (excess inclusion income) . Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT that is attributable to the REITs residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to a fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that has a non-REIT strategy.
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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 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
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required such a determination, some of which have been revoked prospectively as of a date agreed upon with the IRS. 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. 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 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:
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| 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. |
However, the Fund (with the possible exceptions of Invesco Treasury Portfolio and Invesco Government & Agency Portfolio) 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
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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 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.
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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.
The Trust has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Funds Cash Management Class, Corporate Class, Personal Investment Class, Private Investment Class, Reserve Class and Resource Class (the Plan). The Funds, pursuant to the Plan, pay Invesco Distributors the annual rate of 0.08% for Cash Management Class, 0.03% for Corporate Class, 0.55% for Personal Investment Class, and 0.87% for Reserve Class of each Funds average daily net assets. Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio and Invesco Government & Agency Portfolio, pursuant to the Plan, pay Invesco Distributors the annual rate of 0.30% for Private Investment Class of such Funds average daily net assets. Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, pursuant to the Plan, pay Invesco Distributors the annual rate of 0.25% for Private Investment Class of such Funds average daily net assets. Invesco Liquid Assets Portfolio, pursuant to the Plan, pays Invesco Distributors the annual rate of 0.20% for Resource Class of the Funds average daily net assets. Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, pursuant to the Plan, pay Invesco Distributors the annual rate of 0.16% for Resource Class of such Funds average daily net assets.
The Plan reimburses Invesco Distributors for expenses incurred for the purpose of financing any activity that is primarily intended to result in the sale of shares of the Funds. Such activities include, but are not limited to, the following: printing of prospectuses and statements of additional information and reports for other than existing shareholders; overhead; preparation and distribution of advertising material and sales literature; expenses of organizing and conducting sales seminars; supplemental payments to dealers and other institutions such as asset-based sales charges or as payments of service fees under shareholder service arrangements; and costs of administering the Plan.
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Payments pursuant to the Plan are subject to any applicable limitations imposed by FINRA rules.
See Appendix K for a list of the amounts paid by each class of shares of each Fund pursuant to its distribution plan for the fiscal year and Appendix L for an estimate by category of the allocation of actual fees paid by shares of each Fund pursuant to its distribution plan for the fiscal year.
As required by Rule 12b-1, the Plan was approved by the Board, including a majority of the trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the Rule 12b-1 Trustees). In approving the Plan in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plan would benefit each class of the Funds and its respective shareholders.
The anticipated benefits that may result from the Plan 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 Plan continues from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the vote of a majority of the outstanding voting securities of that class.
Any change in the Plan that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plan may be amended by the trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon such amendment. As long as the Plan is in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees.
The Plan is a compensation-type plan (Compensation Plan). Amounts payable by a Fund under the Plan need not be directly related to the expenses actually incurred by Invesco Distributors on behalf of each Fund. The Plan does not obligate the Funds to reimburse Invesco Distributors for the actual allocated share of expenses Invesco Distributors may incur in fulfilling its obligations under the Plan. Thus, even if Invesco Distributors actual allocated share of expenses exceeds the fee payable to Invesco Distributors at any given time, under the Plan, 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 the Plan, Invesco Distributors will retain the full amount of the fee.
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee. 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 up to the cap disclosed in the Funds Plan and in any case no greater than 0.25% of the average daily net assets of the its 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.
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Under a shareholder service agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a shareholder service agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Funds shares are held.
Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plan, 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 Plan. 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 Plan. These payments are an obligation of the Funds and not of Invesco Distributors.
If the Plan is 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.
The Trust has entered into a master distribution agreement relating to the Funds (the Distribution Agreement) with Invesco Distributors, a registered broker-dealer and a wholly-owned subsidiary of Invesco, pursuant to which Invesco Distributors acts as the distributor of the shares of each class of the Funds. The address of Invesco Distributors is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See Management of the Trust.
The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute the shares of each class of the Funds on a continuous basis directly and through other broker dealers with whom Invesco Distributors has entered into selected dealer agreements. Invesco Distributors has not undertaken to sell any specified number of shares of any classes of the Funds. The Distribution Agreement also provides that Invesco Distributors will pay promotional expenses, including the incremental costs of printing prospectuses and statements of additional information, annual reports and other periodic reports for distribution to persons who are not shareholders of the Trust and the costs of preparing and distributing any other supplemental sales literature.
The Trust (on behalf of any class of the Funds) or Invesco Distributors may terminate the Distribution Agreement on sixty (60) days written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.
Invesco Distributors may, from time to time at its expense, pay a fee to broker-dealers, banks or other financial institutions for operations and/or marketing support, including support for distribution programs or platforms. Such fees will not impose additional expenses on a class, nor will they change the price paid by investors for the purchase of the applicable classes shares or the amount that any particular class will receive as proceeds from such sales.
Each Funds financial statements for the period ended August 31, 2017, including the Financial Highlights pertaining thereto, and the reports of the independent registered public accounting firm thereon, are incorporated by reference into this SAI from such Funds Annual Report to shareholders filed on Form N-CSR on November 8, 2017.
The portions of such Semi-Annual and Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.
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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 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. The SEC no-action relief was initially set to expire 18 months from issuance but has been extended by the SEC without an expiration date, except that the no-action letter will be withdrawn upon the effectiveness of any amendments to the Loan Rule designed to address the concerns expressed in the letter.
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APPENDIX A
The following is a description of the factors underlying the debt ratings of Moodys, S&P, and Fitch.
Moodys Long-Term Debt Ratings
Aaa: | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa: | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A: | Obligations rated A are 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.
A-1
Moodys MIG/VMIG US Short-Term Ratings
Short-Term Obligation Ratings
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.
A-2
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.
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 payment--the 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.)
AAA: | An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligors capacity to meet its financial commitment on the obligation is extremely strong. |
AA: | An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong. |
A: | An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong. |
BBB: | An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
BB, B, CCC, CC and C :
Obligations rated BB, B, CCC CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: | An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. |
A-3
B: | An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation. |
CCC: | An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
CC: | An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default. |
C: | An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher. |
D: | An 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 five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of 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. |
Plus (+) or minus (-):
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR: | This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy. |
Standard & Poors Short-Term Issue Credit Ratings
A-1: | A short-term obligation rated A-1 is rated in the highest category by 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. |
A-4
C: | A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. |
D: | A short-term obligation rated D is in 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.
A-6
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 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
A-7
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.
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. |
A-8
B: | Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
C: | High short-term default risk. Default is a real possibility. |
RD: | Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. 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 November 30, 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 |
B-1
Service Provider |
Disclosure Category |
|
iMoneyNet, Inc. | Rating & Ranking Agency (for certain Invesco Funds) | |
Initram Data, Inc. | Pricing Vendor | |
Institutional Shareholder Services, Inc. | Proxy Voting Service (for certain Invesco Funds) | |
Invesco Investment Services, Inc. | Transfer Agent | |
Invesco Senior Secured Management, Inc. | System Provider (for certain Invesco Funds) | |
Investment Company Institute | Analyst (for certain Invesco Funds) | |
Investortools, Inc. | Broker (for certain Invesco Funds) | |
ITG, Inc. | Pricing Vendor (for certain Invesco Funds) | |
J.P. Morgan Securities, Inc. | Analyst (for certain Invesco Funds) | |
J.P. Morgan Securities Inc.\Citigroup Global Markets Inc.\JPMorgan Chase Bank, N.A. | Lender (for certain Invesco Funds) | |
J.P. Morgan Securities | Broker (for certain Invesco Funds) | |
Janney Montgomery Scott LLC | Broker (for certain Invesco Funds) | |
John Hancock Investment Management Services, LLC | Sub-advisor (for certain sub-advised accounts) | |
Jorden Burt LLP | Special Insurance Counsel | |
KeyBanc Capital Markets, Inc. | Broker (for certain Invesco Funds) | |
Kramer Levin Naftalis & Frankel LLP | Legal Counsel | |
Lebenthal & Co. LLC | Broker (for certain Invesco Funds) | |
Lipper, Inc. | Rating & Ranking Agency (for certain Invesco Funds) | |
Loan Pricing Corporation | Pricing Service (for certain Invesco Funds) | |
Loop Capital Markets | Broker (for certain Invesco Funds) | |
M.R. Beal | Broker (for certain Invesco Funds) | |
MarkIt Group Limited | Pricing Vendor (for certain Invesco Funds) | |
Merrill Communications LLC | Financial Printer | |
Mesirow Financial, Inc. | Broker (for certain Invesco Funds) | |
Middle Office Solutions | Software Provider | |
Moodys Investors Service | Rating & Ranking Agency (for certain Invesco Funds) | |
Morgan Keegan & Company, Inc. | Broker (for certain Invesco Funds) | |
Morrison Foerster LLP | Legal Counsel | |
MS Securities Services, Inc. and Morgan Stanley & Co. Incorporated | Securities Lender (for certain Invesco Funds) | |
Muzea Insider Consulting Services, LLC | Analyst (for certain Invesco Funds) | |
Ness USA Inc. | System provider | |
Noah Financial, LLC | Analyst (for certain Invesco Funds) | |
Omgeo LLC | Trading System | |
Piper Jaffray | Analyst (for certain Invesco Funds) | |
Prager, Sealy & Co. | Broker (for certain Invesco Funds) | |
PricewaterhouseCoopers LLP | Independent Registered Public Accounting Firm (for all Invesco Funds) | |
Protective Securities | Broker (for certain Invesco Funds) | |
Ramirez & Co., Inc. | Broker (for certain Invesco Funds) | |
Raymond James & Associates, Inc. | Broker (for certain Invesco Funds) | |
RBC Capital Markets | Analyst (for certain Invesco Funds) | |
RBC Dain Rauscher Incorporated | Broker (for certain Invesco Funds) | |
Reuters America LLC | Pricing Service (for certain Invesco Funds) | |
Rice Financial Products | Broker (for certain Invesco Funds) | |
Robert W. Baird & Co. Incorporated | Broker (for certain Invesco Funds) | |
RR Donnelley Financial | Financial Printer | |
Ryan Beck & Co. | Broker (for certain Invesco Funds) | |
SAMCO Capital Markets, Inc. | Broker (for certain Invesco Funds) | |
Seattle-Northwest Securities Corporation | Broker (for certain Invesco Funds) |
B-2
Service Provider |
Disclosure Category |
|
Siebert Brandford Shank & Co., L.L.C. | Broker (for certain Invesco Funds) | |
Simon Printing Company | Financial Printer | |
Southwest Precision Printers, Inc. | Financial Printer | |
Southwest Securities | Broker (for certain Invesco Funds) | |
Standard and Poors/Standard and Poors Securities Evaluations, Inc. | Pricing Service and Rating and Ranking Agency (each, respectively, for certain Invesco Funds) | |
StarCompliance, Inc. | System Provider | |
State Street Bank and Trust Company | Custodian, Lender, Securities Lender, and System Provider (each, respectively, for certain Invesco Funds) | |
Sterne, Agee & Leach, Inc. | Broker (for certain Invesco Funds) | |
Stifel, Nicolaus & Company, Incorporated | Broker (for certain Invesco Funds) | |
Stradley Ronon Stevens & Young, LLP | Legal Counsel | |
The Bank of New York | Custodian and Securities Lender (each, respectively, for certain Invesco Funds) | |
The MacGregor Group, Inc. | Software Provider | |
The Savader Group LLC | Broker (for certain Invesco Funds) | |
Thomson Information Services Incorporated | Software Provider | |
UBS Financial Services, Inc. | Broker (for certain Invesco Funds) | |
VCI Group Inc. | Financial Printer | |
Vining Sparks IBG | Broker (for Certain Invesco Funds) | |
W.H Mell Associates, Inc. | Broker (for certain Invesco Funds) | |
Wachovia National Bank, N.A. | Broker (for certain Invesco Funds) | |
Western Lithograph | Financial Printer | |
Wiley Bros. Aintree Capital L.L.C. | Broker (for certain Invesco Funds) | |
William Blair & Co. | Broker (for certain Invesco Funds) | |
XSP, LLC\Solutions Plus, Inc. | Software Provider |
B-3
APPENDIX C
As of November 30, 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
|
Trustee
|
Principal Occupation(s) During Past 5 Years |
Number
of Funds
Trustee |
Other Trusteeship(s)/ Directorship
Held
by
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) |
158 | 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. |
C-1
Philip A. Taylor 2 - 1954 Trustee and Senior Vice President |
2006 |
Head of the Americas and Senior Managing Director, Invesco Ltd.; Director, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and 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; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior |
158 | None |
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-2
C-3
Eli Jones 1961 Trustee |
2016 |
Professor and Dean, Mays Business SchoolTexas 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 |
158 | 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. |
158 | 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 (healthcare consortium); Program Manager, Hewlett-Packard; Nuclear Engineering, General Dynamics Corporation (aerospace and defense company) |
158 | 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) |
158 | 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 |
158 | Federal Reserve Bank of Dallas | ||||
Raymond Stickel, Jr. 1944 Trustee |
2005 |
Retired.
Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios); Partner, Deloitte & Touche |
158 | None |
C-4
Robert C. Troccoli 1949 Trustee |
2016 |
Adjunct Professor, University of Denver Daniels College of Business
Formerly: Senior Partner, KPMG LLP |
158 | None | ||||
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 |
158 | 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. | N/A | N/A |
C-5
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 Trust; 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 | None | Over $100,000 | ||
Philip A. Taylor | None | $1 - $10,000 | ||
Independent Trustees | ||||
David C. Arch | None | Over $100,000 | ||
James T. Bunch | None | Over $100,000 | ||
Bruce L. Crockett | None | Over $100,000 3 | ||
Jack M. Fields | None | Over $100,000 3 | ||
Cynthia Hostetler 4 | N/A | N/A | ||
Eli Jones | None | Over $100,000 | ||
Prema Mathai-Davis | None | Over $100,000 3 | ||
Teresa M. Ressel 4 | N/A | N/A | ||
Larry Soll | None | Over $100,000 | ||
Ann Barnett Stern 4 | N/A | N/A | ||
Raymond Stickel, Jr. | None | Over $100,000 | ||
Robert C. Troccoli | None | Over $100,000 | ||
Christopher L. Wilson 4 | 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 | 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
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 for Invesco Funds (2) |
Total
Compensation from All Invesco Funds Paid to the Trustees (3) |
||||||||||||
Independent Trustees (4) |
||||||||||||||||
David C. Arch |
$ | 47,242 | | $ | 205,000 | $ | 383,122 | |||||||||
James T. Bunch |
49,795 | | 205,000 | 401,322 | ||||||||||||
Bruce L. Crockett |
84,435 | | 205,000 | 690,922 | ||||||||||||
Jack M. Fields |
48,353 | | 205,000 | 363,122 | ||||||||||||
Cynthia Hostetler (5) |
23,377 | | | | ||||||||||||
Eli Jones |
45,081 | | | 309,351 | ||||||||||||
Prema Mathai-Davis |
49,218 | | 205,000 | 390,322 | ||||||||||||
Teresa Ressel (5) |
23,377 | | | | ||||||||||||
Larry Soll |
49,809 | | 226,885 | 396,322 | ||||||||||||
Ann Barnett Stern (5) |
22,786 | | | | ||||||||||||
Raymond Stickel, Jr. |
52,585 | | 205,000 | 426,022 | ||||||||||||
Robert C. Troccoli (4) |
44,649 | | | 317,851 | ||||||||||||
Christopher L. Wilson (5) |
22,786 | | | | ||||||||||||
Officer |
||||||||||||||||
Russell Burk |
71,336 | N/A | N/A | 760,759 |
1. | Amounts shown are based on the fiscal year ended August 31, 2017. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended August 31, 2017, including earnings, was $85,332. |
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 32 registered investment companies advised by Invesco. |
4. | On December 31, 2016, Mr. Albert Dowden and Ms. Suzanne Woolsey retired. During the fiscal year ended August 2017 compensation from the Trust for both Mr. Dowden and Ms. Woolsey was $26,812. |
5 | Mss. Cynthia Hostetler, Teresa M. Ressel, Ann Barnett Stern, and Mr. Christopher L. Wilson were appointed as trustees for all open-end Invesco funds effective March 9, 2017 and for closed-end Invesco funds effective March 28, 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.
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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.
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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. |
3
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:
|
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. |
|
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. |
|
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. |
|
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:
|
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), |
|
Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and |
|
Stock ownership positions 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:
|
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; |
|
a majority of independent directors; |
|
completely independent key committees; |
|
committee chairpersons nominated by the independent directors; |
7
|
CEO performance reviewed annually by a committee of independent directors; and |
|
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.
10
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.
11
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
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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. |
Invesco Perpetual Stewardship Policy |
09 |
- | 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.
Invesco Perpetual Stewardship Policy |
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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.
Invesco Perpetual Stewardship Policy |
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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.
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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:
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Investment fund manager, including investment funds offered in Canada (the Canadian Funds), |
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Adviser, including separately managed portfolios (SMPs), |
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Sub-adviser, including investment funds registered under and governed by the US Investment Company Act of 1940, as amended (the US Funds). |
The Accounts referred to above, exclude Accounts that are sub-advised (Sub-Advised Accounts) by affiliated or third party advisers (Sub-Advisers). Proxies for Sub-Advised Accounts will be voted in accordance with the Sub-Advisers proxy voting policy (which may contain different voting recommendations), provided the policy as a whole is designed with the intention of voting securities in the best interest of the Account; unless the sub-advisory agreement provides otherwise.
Voting rights will not be exercised in accordance with this policy or the Sub-Advisers proxy policy if the investment management agreement between the client and Invesco Canada governing the SMP provides otherwise.
Compliance will review the proxy voting policies 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:
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Reduce the rights or options of shareholders, |
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Reduce shareholder influence over the board of directors and management, |
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Reduce the alignment of interests between company management and the shareholders; or |
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Reduce the value of shareholders investments. |
Since Invesco Canadas portfolio managers follow an investment discipline that includes investing in companies that are believed to have strong management teams, the portfolio managers will generally support the management of companies in which they invest, and will accord proper weight to the recommendations of company management. Therefore, in most circumstances, votes will be cast in accordance with the recommendations of company management.
While Invesco Canadas proxy voting guidelines are stated below, the portfolio managers will take into consideration all relevant facts and circumstances (including country specific considerations), and retain the right to vote proxies as deemed appropriate.
These guidelines may be amended from time to time.
Voting rights may not be exercised in situations where:
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The securities have been sold subsequent to record date; |
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Administrative issues prevent voting, or; |
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Invesco Canada 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
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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:
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Long-term financial company performance relative to a market index, |
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Composition of the board and key board committees, |
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Nominees attendance at board meetings, |
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Nominees time commitments as a result of serving on other company boards, |
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Nominees stock ownership position in the company, |
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Whether the chairman is also serving as CEO, and |
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Whether a retired CEO sits on the board. |
Voting on Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a case-by-case basis, considering factors that may include:
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Long-term financial performance of the company relative to its industry, |
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Managements track record, |
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Background to the proxy contest, |
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Qualifications of director nominees (both slates), |
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Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can he met, and |
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Stock ownership positions in the company. |
Majority Threshold Voting for Director Elections
We will generally vote for proposals that require directors to be elected with an affirmative majority of votes cast unless the relevant portfolio manager believes that the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard.
Separating Chairman and CEO
Shareholder proposals to separate the chairman and CEO positions should be evaluated on a case-by-case basis.
While we generally support these proposals, some companies have governance structures in place that can satisfactorily counterbalance a combined position. Voting decisions will take into account factors such as:
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Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties; |
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Majority of independent directors; |
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All-independent key committees; |
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Committee chairpersons nominated by the independent directors; |
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CEO performance is reviewed annually by a committee of independent directors; and |
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Established governance guidelines. |
Majority of Independent Directors
While we generally support proposals asking that a majority of directors be independent, each proposal should be evaluated on a case-by-case basis.
We generally vote for proposals that the boards audit, compensation, and/or nominating committees be composed exclusively of independent directors.
Stock Ownership Requirements
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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.
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II. | AUDITORS |
A strong audit process is a requirement for good corporate governance. A significant aspect of the audit process is a strong relationship with a knowledgeable and independent set of auditors.
Ratification of Auditors
We believe a company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence.
We generally vote for the reappointment of the companys auditors unless:
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It is not clear that the auditors will be able to fulfill their function; |
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There is reason to believe the auditors have rendered an opinion that is neither accurate nor indicative of the companys financial position; or |
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The auditors have a significant professional or personal relationship with the issuer that compromises their independence. |
Disclosure of Audit vs. Non-Audit Fees
Understanding the fees earned by the auditors is important for assessing auditor independence. Our support for the re-appointment of the auditors will take into consideration whether the management information circular contains adequate disclosure about the amount and nature of audit vs. non-audit fees.
There may be certain jurisdictions that do not currently require disclosure of audit vs. non-audit fees. In these circumstances, we will generally support proposals that call for this disclosure.
III. | COMPENSATION PROGRAMS |
Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider each compensation plan in its entirety (including all incentives, awards and other compensation) to determine if the plan provides the right incentives to managers, employees and directors and is reasonable on the whole.
While we generally encourage companies to provide more transparent disclosure related to their compensation programs, the following are specific guidelines dealing with some
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of the more common features of these programs (features not specifically itemized below will be considered on a case-by-case basis taking into consideration the general principles described above):
Cash Compensation and Severance Packages
We will generally support the boards discretion to determine and grant appropriate cash compensation and severance packages.
Executive Compensation (say on pay)
Proposals requesting that companies subject each years compensation record to a non binding advisory shareholder vote, or so-called say on pay proposals will be evaluated on a case-by-case basis.
Equity Based Plans Dilution
Equity compensation plans can increase the number of shares of a company and therefore dilute the value of existing shares. While such plans can be an effective compensation tool in moderation, they can be a concern to shareholders and their cost needs to be closely watched. We assess proposed equity compensation plans on a case-by-case basis.
Employee Stock Purchase Plans
We will generally vote for the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value. It is recognized that country specific circumstances may exist (e.g. tax issues) that require proposals to be reviewed on a case-by-case basis.
Loans to Employees
We will vote against the corporation making loans to employees to allow employees to pay for stock or stock options. It is recognized that country specific circumstances may exist that require proposals to be reviewed on a case-by-case basis.
Stock Option Plans Board Discretion
We will vote against stock option plans that give the board broad discretion in setting the terms and conditions of the programs. Such programs should be submitted with detail and be reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising the options.
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Stock Option Plans Inappropriate Features
We will generally vote against plans that have any of the following structural features:
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ability to re-price underwater options without shareholder approval, |
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ability to issue options with an exercise price below the stocks current market price, |
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ability to issue reload options, or |
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automatic share replenishment (evergreen) features. |
Stock Option Plans Director Eligibility
While we prefer stock ownership by directors, we will support stock option plans for directors as long as the terms and conditions of director options are clearly defined
Stock Option Plans Repricing
We will vote for proposals to re-price options if there is a value-for-value (rather than a share-for-share) exchange.
Stock Option Plans Vesting
We will vote against stock option plans that are 100% vested when granted.
Stock Option Plans Authorized Allocations
We will generally vote against stock option plans that authorize allocation of 25% or more of the available options to any one individual.
Stock Option Plans Change in Control Provisions
We will vote against stock option plans with change in control provisions that allow option holders to receive more for their options than shareholders would receive for their shares.
IV. | CORPORATE MATTERS |
We will review proposals relating to changes to capital structure and restructuring on a case-by-case basis, taking into consideration the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a companys industry and performance in terms of shareholder returns.
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Common Stock Authorization
We will review proposals to increase the number of shares of common stock authorized for issue on a case-by-case basis.
Dual Class Share Structures
Dual class share structures involve a second class of common stock with either superior or inferior voting rights to those of another class of stock.
We will generally vote against proposals to create or extend dual class share structures where classes have different voting rights.
Stock Splits
We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a companys industry and performance in terms of shareholder returns.
Reverse Stock Splits
We will vote for proposals to implement a reverse stock split.
Share Repurchase Programs
We will vote against proposals to institute open-market share repurchase plans if all shareholders do not participate on an equal basis.
Reincorporation
Reincorporation involves re-establishing the company in a different legal jurisdiction.
We will generally vote for proposals to reincorporate the company provided that the board and management have demonstrated sound financial or business reasons for the move. Proposals to reincorporate will generally not be supported if solely as part of an anti-takeover defense or as a way to limit directors liability.
Mergers & Acquisitions
We will vote for merger & acquisition proposals that the relevant portfolio managers believe, based on their review of the materials:
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will result in financial and operating benefits, |
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have a fair offer price, |
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have favourable prospects for the combined companies, and |
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will not have a negative impact on corporate governance or shareholder rights. |
V. | SOCIAL RESPONSIBILITY |
We recognize that to effectively manage a corporation, directors and management must consider not only the interests of shareholders, but the interests of employees, customers, suppliers, and creditors, among others.
We believe that companies and their boards must give careful consideration to social responsibility issues in order to enhance long-term shareholder value.
We support efforts by companies to develop policies and practices that consider social responsibility issues related to their businesses.
VI. | SHAREHOLDER PROPOSALS |
Shareholder proposals can be extremely complex, and the impact on the interests of all stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder proposals will be reviewed on a case-by-case basis with consideration of factors such as:
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the proposals impact on the companys short-term and long-term share value, |
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its effect on the companys reputation, |
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the economic effect of the proposal, |
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industry and regional norms in which the company operates, |
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the companys overall corporate governance provisions, and |
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the reasonableness of the request. |
We will generally support shareholder proposals that require additional disclosure regarding corporate responsibility issues where the relevant portfolio manager believes:
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the company has failed to adequately address these issues with shareholders, |
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there is information to suggest that a company follows procedures that are not in compliance with applicable regulations, or |
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the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards. |
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.
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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:
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Profit distribution and Dividends |
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We make decisions, taking into account the companys financial conditions, management performance and shareholder returns, etc. |
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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. |
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Election of Directors |
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We make decisions, taking into account independence and competence of director nominees and the companys management performance, etc. |
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We vote against the election of an outside director who is deemed to have a conflict of interest in the company. |
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We generally vote against the election of a top executive, unless there are at least two outside directors. |
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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. |
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Election of Statutory Auditors |
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We make decisions, taking into account independence and competence of statutory auditor nominees, etc. |
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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. |
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Executive Compensation and Bonuses |
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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. |
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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. |
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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. |
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We vote for proposals that require disclosure of compensation of individual directors. |
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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. |
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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.
Proxy Guidelines
for
Invesco PowerShares Capital Management LLC
Proxy Voting Guidelines
Applicable to the Funds | 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 (collectively the Trusts) | |
Risk Addressed by Policy | Breach of fiduciary duty to client under the Investment Advisers Act of 1940 by placing Invesco personal interests ahead of clients best interest in voting proxies | |
Relevant Law | Investment Advisers Act of 1940 | |
Approved/Adopted Date | March 7, 2017 | |
Last reviewed by Compliance for Accuracy | September 10, 2015 |
Invesco PowerShares Capital Management LLC (Invesco PowerShares or the Adviser) has adopted proxy voting policies with respect to securities owned by series of the PowerShares Exchange-Traded Fund Trust, the PowerShares Exchange-Traded Fund Trust II, the PowerShares Actively Managed Exchange-Traded Fund Trust, the PowerShares India Exchange-Traded Fund Trust and the PowerShares Actively Managed Exchange-Traded Commodity Fund Trust (collectively, the Funds) for which it serves as investment adviser and has been delegated the authority to vote proxies. Invesco PowerShares proxy voting policies are designed to provide that proxies are voted in the best interests of shareholders.
Invesco Ltd, the parent to the Adviser, has adopted a global policy statement on corporate governance and proxy voting (the Global Invesco Policy) (see exhibit A), which details Invescos views on governance matters and describes the proxy administration and governance approach. The Adviser votes proxies by utilizing the procedures and mechanisms outlined in the Global Invesco Policy, while maintaining the Fund-specific guidelines described below:
1. Overlapping Securities
In instances where both a Fund and a fund advised by an Invesco Ltd entity both hold an equity security (Overlapping Securities), the Adviser will vote proxies in accordance with the recommendation of an Invesco Ltd adviser based on the comprehensive proxy review and under the Global Invesco Policy. The Global Invesco Policy is overseen by the Invesco Proxy Advisory Committee (IPAC), which also orchestrates the review and analysis of the top
Approved June 24, 2014
Amended: March 7, 2017
Effective: March 7, 2017
twenty-five proxy voting matters, measured by overall size of holdings by funds within the Invesco family. The Adviser consults with the IPAC on specific proxy votes and general proxy voting matters as it deems necessary. In addition, as part of the Global Invesco Proxy Voting Process, the IPAC oversees instances when possible conflicts of interest arise among funds. (Please see the global policy for the detailed conflict of interest approach).
In instances where the Global proxy administration team does not receive a recommendation in a timely manner, the proxy administration team will automatically vote such ballots in accordance with the Invescos custom guidelines established on Invescos global proxy voting policy and US guidelines.
2. Non-Overlapping Securities
In instances where securities are held only by a Fund, and not also by an Invesco Ltd active equity entity fund, the Adviser will instruct the proxy administration team to vote proxies in accordance with said Invesco custom guidelines implemented by ISS, Invescos vote execution agent.
Under this Policy, the Adviser retains the power to vote contrary to the recommendation of the Invesco Voting Process (for Overlapping Securities) or Invescos custom guidelines for Non-Overlapping Securities) at its discretion, so long as the reasons for doing so are well documented.
Proxy Constraints
The adviser will approach proxy constraints according to the Invesco Global statement on corporate governance and proxy voting.
Special Policy
Certain Funds pursue their investment objectives by investing in other registered investment companies pursuant to an exemptive order granted by the Securities and Exchange Commission. The relief granted by that order is conditioned upon complying with a number of undertakings, some of which require a Fund to vote its shares in an acquired investment company in the same proportion as other holders of the acquired funds shares. In instances in which a Fund is required to vote in this manner to rely on the exemptive order, the Adviser will vote shares of these acquired investment companies in compliance with the voting mechanism required by the order.
Resolving Potential Conflicts of Interest
Voting of Proxies Related to Invesco Ltd.
The adviser will approach conflicts of interest in accordance with Invescos Global policy statement on corporate governance and proxy voting.)
Approved June 24, 2014
Amended: March 7, 2017
Effective: March 7, 2017
Proxy Guidelines
for
Invesco Asset Management (India) Pvt. Ltd.
Voting Policy
Invesco Asset Management (India) Pvt. Ltd.
Voting Policy
Draft | : | Final | ||
Version | : | 5 | ||
Effective Date | : | May 5, 2017 |
Invesco Asset Management (India) Pvt. Ltd.
Voting Policy
A. | Preamble |
SEBI vide its circular reference no. SEBI/IMD/Cir No. 18/198647/2010 dated March 15, 2010 has stated that mutual fund should play an active role in ensuring better corporate governance of listed companies. The said circular stated that the AMCs should disclose their general policies and procedures for exercising the voting rights in respect of shares held by them.
Subsequently, SEBI vide its circular ref. no. CIR/IMD/DF/05/2014 dated March 24, 2014 and SEBI/HO/IMD/DF2/CIR/P/2016/68 dated August 10, 2016 have amended certain provisions of above mentioned circular specifying additional compliance / disclosure requirements with respect to exercise of voting rights by mutual funds.
This policy is drafted in pursuance of SEBI circular dated March 15, 2010 read with March 24, 2014 and August 10, 2016 and provides general philosophy, broad guidelines and procedures for exercising voting rights.
Invesco Asset Management (India) Limited ( IAMI ) is an Investment Manager to the scheme(s) of Invesco Mutual Fund ( the Fund ). As an investment manager, IAMI has fiduciary responsibility to act in the best interest of unit-holders of the Fund. This responsibility includes exercising voting rights attached to the securities of the companies in which the schemes of the Fund invest. It will be IAMIs endeavor to participate in the voting process (i.e. exercise voting rights) based on the philosophy enunciated in this policy.
B. | Philosophy of Voting Policy |
Good corporate governance ensures that a corporation is managed keeping in mind the long-term interest of shareholders. Promoting good corporate governance standards forms an integral part of corporate ownership responsibilities.
With this in the forefront, IAMI expects all corporations, in which it invests in, to comply with high corporate governance standards. Accordingly, as the decision to invest is generally an endorsement of sound management practices, IAMI may generally vote with the management of these corporations. However, when IAMI is of the view that the unit holders will be prejudiced by any such proposal, then it may vote against such proposal to protect the interest of unit holders. Also in case of resolutions moved by the shareholders of the company, IAMI will exercise its voting rights in the best interest of its unit holders. In certain circumstances, IAMI may also decide to refrain from voting where it has insufficient information or there is conflict of interest or it does not have a clear stance on the proposal under consideration.
IAMI, as an investment manager, will generally vote in accordance with the Voting Policy. However, it may deviate from the policy if there are particular facts and/or circumstances that warrant for such deviation to protect the interests of unit-holders of the Fund.
C. |
Conflict of Interest in Exercising Voting Rights |
IAMI, under schemes, may invest in the securities of associate/group companies (to the extent permitted under SEBI (Mutual Funds) Regulations, 1996). Further, IAMI is an affiliate of a diverse financial services organization consisting of many affiliates. Moreover IAMI under schemes may invest in securities of companies which have invested in schemes of Invesco Mutual Fund. Such scenarios may lead to a situation creating conflict of interest.
In a situation where an investee company, an affiliate or associate/group company were to approach IAMI with regard to a particular voting decision then such matter will be referred to the Voting Committee.
IAMI will attempt to avoid conflict of interest and will exercise its voting rights in the best interest of the unit-holders. Voting decisions in such cases will be based on merits without any bias and the same parameters will be applied for taking voting decisions as are applied for other companies.
D. |
Voting Policy Guidelines |
The matters regarding, but not limited to, which the IAMI may exercise the voting rights in the Annual General Meeting (AGMs) /Extra Ordinary General Meeting (EGMs)/ Through Postal Ballots/Electronic voting of the investee companies are as follows:
|
Corporate governance matters, including changes in the state of incorporation, merger and other corporate restructuring and anti- takeover provisions. |
|
Changes to capital structure, including increase and decrease of capital and preferred stock issuances. |
|
Stock option plans and other management compensation issues. |
|
Social and corporate responsibility issues. |
|
Appointment and Removal of Directors. |
|
Any other issue that may affect the interest of the shareholders in general and interest of the unit-holders in particular. |
IAMI will exercise voting rights keeping in mind the need to improve economic value of the companies and importance of protecting the interests of unit holders of its schemes but subject to importance of the matter and cost/time implications. The analysts in equity team will make recommendations on key voting issues and same will be approved by the Head of Equity or in his absence by the Fund Manager. In case of conflicts or need for a clearer direction, the matter may be referred to the Voting Committee for its guidance.
E. |
Voting Committee |
As a guiding principle, IAMI shall exercise voting rights solely in the interest of unit holders of the Fund. IAMI has constituted a Voting Committee (VC). The Committee is empowered to provide guidance on the voting matters referred to it, establish voting guidelines and procedures as it may consider necessary and is responsible to ensure that these guidelines and procedures are adhered to and also make changes in the Policy as may be required from time to time. The members of this Committee are as follows:
|
CEO / COO/Head - Operations (any one) |
|
Head of Compliance or Member of compliance team |
|
Head of Equity or Fund Manager (equity) |
|
Head of Fixed Income and/ or Fund Managers (fixed income) |
|
Any other representative as the Committee may co-opt from time to time |
Broad Guidelines for functioning of Voting Committee are:
1. |
Voting Committee may record its decisions by circulation including decisions/guidance on voting matters that have been referred to it. |
2. |
Voting Committee may consult with outside experts and other investors on issues as it may deem fit |
3. |
Decisions of Voting Committee should be maintained by compliance |
4. |
Details of voting decisions taken by the Fund Management team will be presented to the Voting Committee/Investment Committee. |
5. |
Voting Committee may review this policy from time to time. |
F. |
Steps (Procedure) in Exercising Voting Rights |
The following points outline the key steps in exercising Voting rights:
1) |
Notification of company AGMs / EGMs and relevant voting items to Fund Management Team. |
2) |
The IAMI shall endeavor to vote for all holdings of the Fund, aggregated for all its schemes, but subject to the importance of the matter and the cost/time implications. The voting will cover all equity holding across all schemes of Invesco Mutual Fund. |
3) |
Custodian will send ballots and or other relevant papers (notice of meeting, proxy form, attendance slips etc.) to IAMI relating to AGM/EGM as soon as it receives. |
4) |
The fund management team is authorized to decide on voting decisions but may refer decisions to the Voting Committee for its guidance/direction. |
5) |
Based on internal discussion within the fund management team, a decision would be arrived at as to whether IAMI should vote on the proposed resolution. Routine matters and ordinary resolutions like adoption of financials (unless there are significant auditor qualifications), dividend declaration, general updating/corrective amendments to the Articles of Association would also be considered for voting purpose. However IAMI may on a case to case basis, not vote on such resolutions, if it deems fit to do so. |
6) |
Proposed resolutions would be discussed within the fund management team and decision would be taken on whether to vote (for/against) or abstain from voting. IAMI may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value and/or matters for which disclosure is inadequate. For the remaining proposals, IAMI would vote either for or against based on overall merits and demerits of the proposed resolution. IAMI will generally support and vote for proposals which are likely to result in maximizing long-term investment returns for unit holders. IAMI would not support and will vote against proposals that appear to be detrimental to the company financials / interest of the minority shareholders or which would adversely impact shareholders value. |
7) |
IAMI may exercise its voting rights by authorizing its own executives/authorized representative to attend the AGM/EGM or may instruct the Custodian to exercise voting rights in accordance with the instructions of IAMI. |
8) |
IAMI may exercise its voting rights through Postal Ballot or may use Electronic voting mechanism, wherever available, either through its own executives or by authorizing the Custodian. The records of voting exercised through Postal Ballot will be maintained by IAMI. |
9) |
IAMI may utilize the services of third party professional agencies for getting in-depth analyses of proposals and vote recommendations. However, the recommendations of the third party agencies will be non-binding in nature. IAMI will perform due diligence on proxy voting advisory firms at the time of initial selection as well as at the time of renewal of services of the proxy voting. The due diligence will be carried out on parameters viz. resource strength, Companies under coverage, extent of institutional ownership, depth of analysis, quality of advice / recommendations, analyst access & support, timely availability of reports, composition of board of directors, advisory board and top management, web-based interface platform and clientele. |
10) |
The rationale supporting each voting decision (For, Against and Abstain) will be recorded and such records will be retained for number of years (currently 8 years) as may be required under the SEBI (Mutual Funds) Regulations, 1996 from time to time. |
G. |
Disclosures |
The disclosures of voting rights exercised are as follows:
|
Details of votes cast by the schemes of the Fund will be uploaded on the website of IAMI ( www.invescomutualfund.com ) on a quarterly basis in the prescribed format within the stipulated timelines as prescribed by SEBI from time to time. |
|
Details of votes cast by the schemes of the Fund will be uploaded on the website of IAMI ( www.invescomutualfund.com ) on an annual basis in the prescribed format and the same will also be disclosed in Annual Report of the schemes of the Fund. |
|
Summary on actual exercise of votes cast and its break-up in terms of total number of votes cast in favor, against or abstained will also be uploaded on the website of IAMI ( www.invescomutualfund.com ) on an annual basis. |
H. |
Certification/Confirmation |
|
On an annual basis, IAMI will obtain a certification from scrutinizer (in terms of Rule 20 (3) (ix) of Companies (Management and Administration) Rules, 2014) on voting reports and the same will be placed before the Boards of AMC and Trustee. The scrutinizers certificate will form part of Annual Report and will also be uploaded on the website of IAMI ( www.invescomutualfund.com ). |
|
A confirmation shall also be submitted by Trustees in its half yearly report to SEBI that IAMI have voted on important decisions affecting interests of unitholders. |
I. |
Review |
The Board of Directors of IAMI and Trustees shall review and ensure that IAMI have voted on important decisions affecting interests of unitholders and the rationale recorded for vote decision is prudent and adequate.
References of SEBI Circular:
Sr. # |
Circular Number |
Date |
||||
1. |
SEBI/IMD/CIR No 18 / 198647 /2010 |
March 15, 2010 |
||||
2. |
E-mail from SEBI |
June 23, 2011 |
||||
3. |
CIR/IMD/DF/05/2014 |
March 24, 2014 |
||||
4. |
SEBI/HO/IMD/DF2/CIR/P/2016/68 |
August 10, 2016 |
The Voting Policy of Invesco Mutual Fund was initially approved by the Board of Directors Invesco Asset Management (India) Private Limited and Invesco Trustee Private Limited in their respective meetings held on September 16, 2010. The Voting Policy (Version 3) amended pursuant to SEBI Circular dated March 24, 2014 was approved in Board meetings of Invesco Asset Management (India) Private Limited and Invesco Trustee Private Limited held on May 22, 2014 and May 23, 2014, respectively.
The Voting Policy will be available on the website of the fund ( www.invescomutualfund.com ) and link will be provided on the home page.
Date of Review: May 5, 2017 (No updates)
Next Date of Review: On or before May 31, 2018
Noted for Implementation:
Vetri Subramaniam Head - Equity |
Sujoy Das Head - Fixed Income |
Suresh Jakhotiya Head - Compliance & Risk |
||
Neelesh Dhamnaskar Fund Manager |
Kavita Bhanej Vice President - Operations |
Noted:
Saurabh Nanavati | Ketan Ugrankar | |
Chief Executive Officer | COO & CFO |
Version History:
Version |
Date |
Description |
Initiator |
Approved by |
||||
1.0 | September 2, 2010 |
Initial Adoption of Voting Policy |
Suresh Jakhotiya |
Board of Religare Invesco AMC and Trustees at board meetings held on September 16, 2010. |
||||
2.0 | June 28, 2011 |
Policy amended pursuant to SEBI e-mail dated June 23, 2011 |
Suresh Jakhotiya |
Board of Religare Invesco AMC and Trustees at board meetings held on July 13, 2011. |
||||
3.0 | May 23, 2014 |
Policy amended pursuant to SEBI circular dated March 24, 2014 |
Suresh Jakhotiya |
Board of Religare Invesco AMC and Trustees at board meetings held on May 22, 2014 and May 23, 2014 respectively. |
||||
3.1 | July 5, 2016 |
Names of AMC and Trustee |
Suresh Jakhotiya |
N.A. |
Company were changed to reflect new names and logo was changed |
||||||||
4 | November 18, 2016 |
Amended Policy pursuant to SEBI circular dated August 10, 2016 and for the purpose of IAMIs application to SEC for registration as an advisor. |
Suresh Jakhotiya |
Board of IAMI & ITPL at their meetings held on November 18, 2016 and November 25, 2016 respectively. |
||||
5 | May 5, 2017 |
Reviewed and no changes to be made |
Suresh Jakhotiya |
N.A. |
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trusts equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.
A shareholder who owns beneficially 25% or more of the outstanding securities of a portfolio is presumed to control that portfolio as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.
All information listed below is as of December 1, 2017.
Invesco Liquid Assets Portfolio
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
5/3 Bank 5001 Kingsley Dr Cincinnati, OH 452271114 |
18.82 | % | | | | | | | ||||||||||||||||||||
Ameriprise 0756 (NSCC) 707 2 nd Ave South Minneapolis, MN 554022405 |
| | | 8.72 | % | | | | ||||||||||||||||||||
Hare & Co 2 Attn Frank Notaro 111 Sanders Creek Pkwy East Syracuse, NY 13057 |
| | | 15.07 | % | | | |||||||||||||||||||||
Invesco Advisors Attn Corporate Controller 1360 Peachtree St NE Atlanta, GA 303093283 |
| | | 89.09 | % | | | | ||||||||||||||||||||
Invesco Fund of Funds 3 Attn Cynthia Smith Money Market Portfolio Admin 11 Greenway Plaza Ste 2500 Houston, TX 77046 |
| | 87.79 | % | | | | |
F-1
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Moreton Capital Markets Attention Eric Vos 101 South 200 East Suite 300 Salt Lake City, UT 84111 |
| 13.43 | % | | | | | | ||||||||||||||||||||
Morgan Stanley NJ (NSCC) 15 2000 Westchester Ave FL 2 Purchase, NY 10577-2530 |
| | | | | | 56.41 | % | ||||||||||||||||||||
Morgan Stanley Smith Barney 1 New York Plz 12 th Floor New York, NY 10004 |
42.45 | % | | | | 5.28 | % | | | |||||||||||||||||||
National Financial (NSCC) Attn Junior Tirbeni 82 Devonshire St Mail Zone ZE7F Boston, MA 021090000 |
| | | | 8.16 | % | | | ||||||||||||||||||||
NFS FBO Customers 51052A Attn: Mutual Funds Dept 4 th Floor 499 Washington Blvd Jersey City, NJ 070310000 |
| | | | | 35.99 | % | | ||||||||||||||||||||
Oppenheimer&Co Inc NSCC Attn: Lamont Randolph 125 Broad St 16th Fl New York, NY 100042464 |
15.48 | % | 6.44 | % | | | | | | |||||||||||||||||||
Pershing Omni (NSCC) 1 Pershing Plaza Jersey City, NJ 07399 |
| | | | 5.60 | % | 26.86 | % | ||||||||||||||||||||
Title First 250 E Broad Street Lower Level Columbus, OH 43215 |
| | | | | | 17.12 | % | ||||||||||||||||||||
Wachovia (NSCC) Attn: Barb Tenpenny Mailcode H000609V 1 N Jefferson Ave St Louis, MO 631032205 |
19.20 | % | 76.53 | % | | | 63.22 | % | 33.86 | % | 12.48 | % |
F-2
Invesco STIC Prime Portfolio
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
AXA Advisors (NSCC) 1290 Avenue of the Americas New York, NY 10104 |
8.83 | % | | | | | | | ||||||||||||||||||||
Frost 131 Direct Attn: Karen Banks PO Box 2358 San Antonio, TX 78299 |
| | | 100.00 | %* | 10.55 | % | | | |||||||||||||||||||
Invesco Advisors Attn: Corporate Controller 1360 Peachtree St NE Atlanta, GA 303093283 |
| 100.00 | %* | | | | | | ||||||||||||||||||||
Morgan Stanley NJ (NSCC) 15 2000 Westchester Ave FL 2 Purchase, NY 10577-2530 |
| 29.02 | % | | | | ||||||||||||||||||||||
Oppenheimer&Co Inc NSCC Attn: Lamont Randolph 125 Broad St 16 th Fl New York, NY 10004 |
31.66 | % | | | | | | | ||||||||||||||||||||
Pershing (NSCC) Donaldson Lufkin and Jenrette Attn Alex Komorowski 1 Pershing Plaza Jersey City, NJ 073990002 |
36.70 | % | | | | | | |||||||||||||||||||||
Pershing Omni (NSCC) 1 Pershing Plaza Jersey City, NJ 07399 |
| | | | 37.68 | % | 100.00 | %* | | |||||||||||||||||||
Scott & Stringfellow NSCC 909 East Main St PO Box 1575 Richmond, VA 23218 |
| | | | | | 63.67 | % | ||||||||||||||||||||
State Street Bank FBO Cash Sweep Support Group Josiah Quincy Building 5N 200 Newport Avenue North Quincy, MA 02171 |
| | 17.79 | % | | | | |
F-3
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Tice & Co Attn: Debbie Potempa PO Box 1377 Buffalo, NY 14240 |
| | 33.42 | % | | | | | ||||||||||||||||||||
US Trust Co of NY 101 Barclay Street 7 East New York, NY 10286 |
| | 13.37 | % | | | | | ||||||||||||||||||||
Wachovia (NSCC) Attn: Barb Tenpenny Mailcode H000609V 1 N Jefferson Ave St Louis, MO 631032205 |
18.51 | % | | | | 46.41 | % | | 36.13 | % |
* | Owned of record and beneficially. |
Invesco Treasury Portfolio
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Band & Co 1555 N Rivercenter Dr Ste 302 Milwaukee, WI 53212 |
| | 5.31 | % | | | | | ||||||||||||||||||||
BBVA Compass Attn: Martha Dunn 8333 Douglas Ave Dallas, TX 75250 |
15.45 | % | | | | | | | ||||||||||||||||||||
Frost 131 Direct , Attn: Karen Banks, PO Box 2358, San Antonio, TX 78299 |
| | | 18.72 | % | 5.06 | % | | | |||||||||||||||||||
Frost 131 Sweep Attn: Karen Banks PO Box 2358 San Antonio, TX 78299 |
16.57 | % | | | 78.11 | % | | | |
F-4
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Goldman Sachs Attn Rene Godin 71 South Wacker Dr Ste 500 Chicago IL 60606 |
| 74.88 | % | | | | | | ||||||||||||||||||||
Hare & Co 2 Attn: Frank Notaro 111 Sanders Creek Pkwy East Syracuse, NY 13057 |
| | 28.85 | % | | 19.64 | % | | | |||||||||||||||||||
Invesco Fund of Funds 3 Attn: Cynthia Smith Money Market Portfolio Admin 11 Greenway Plaza Suite 2500 Houston, TX 77046 |
| | 20.29 | % | | | | | ||||||||||||||||||||
L&B Realty Attn Mark Gruver 8750 N Central Expressway Ste 800 Dallas, TX 75231 |
| | | | 7.18 | % | | | ||||||||||||||||||||
Merrill Lynch Attn: Money Market Funds 200 North College Street Charlotte, NC 28255 |
| 10.62 | % | | | | | | ||||||||||||||||||||
Pershing Omnibus Attn: Cash Management Services 1 Pershing Plaza Jersey City, NJ 07399 |
| | | | | 100.00 | %* | 22.96 | % | |||||||||||||||||||
Raymond James (NSCC) Attn:Celeste Hopkins 880 Carillon Pkwy St Petersburg, FL 33716 |
21.37 | % | | | | | | | ||||||||||||||||||||
State Street Bank FBO Cash Sweep Support Group Josiah Quincy Building 5N 200 Newport Avenue North Quincy, MA 02171 |
| | | | | | ||||||||||||||||||||||
SunGard Times Bldg 336 Fourth Ave Pittsburgh, PA 15222 |
| | 15.22 | % | | | | |
F-5
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Union Bank TR Nom Attn: LaVonna Bowden PO Box 85484 San Diego, CA 92186 |
6.12 | % | | | | | | | ||||||||||||||||||||
Union Bank TR Nom PO Box 85484 San Diego, CA 92186 |
13.40 | % | | | | | | |||||||||||||||||||||
US Bank 777 E Wisconsin Ave Milwaukee, WI 53202 |
| 7.61 | % | | | | | | ||||||||||||||||||||
US Bank 1555 N Rivercenter Dr, Ste 302 Milwaukee, WI 53212 |
| | | | | | 69.32 | % | ||||||||||||||||||||
Wachovia (NSCC) Mailcode H000609V Attn: Barb Tenpenny, 1 N Jefferson Ave St Louis, MO 63103-2205 |
18.97 | % | | | | | | | ||||||||||||||||||||
Zions Attn:Trust Department Bob G Shira PO Box 30880 Salt Lake City, UT 84130 |
| | | | 48.57 | % | | |
* | Owned of record and beneficially. |
Invesco Government & Agency Portfolio
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Frost 131 Direct Attn: Karen Banks PO Box 2358 San Antonio, TX 78299 |
13.18 | % | | | 67.43 | % | 9.16 | % | | 71.37 | % | |||||||||||||||||
Frost Bank TX Muir & Co c/o Frost PO Box 2479 San Antonio, TX 782982479 |
| | | | 19.17 | % | | |
F-6
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Goldman Sachs GCS 62928 Attn: Rene Godin 71 S Wacker Dr Ste 500 Chicago IL 60606 |
| 70.13 | % | | | | | | ||||||||||||||||||||
Hare & Co 2 Attn: Frank Notaro 111 Sanders Creek Pkwy East Syracuse, NY 13057 |
| | 14.49 | % | | 24.14 | % | | | |||||||||||||||||||
Invesco Fund of Funds 3 Attn: Cynthia Smith Money Market Portfolio Admin 11 Greenway Plaza Suite 2500 Houston, TX 77046 |
| | 23.59 | % | | | | | ||||||||||||||||||||
JP Morgan Chase 10420 Highland Manor Dr Tampa, FL 33610 |
| 7.94 | % | | | | | | ||||||||||||||||||||
Laba & Co 135 South LaSalle St Chicago, IL 60603 |
| | | 23.08 | % | | | | ||||||||||||||||||||
Merrill Lynch Attn: Money Market Funds 200 North College Street Charlotte, NC 28255 |
| | 6.19 | % | | | | | ||||||||||||||||||||
Nabank & Co PO Box 2180 Tulsa, OK 74101 |
6.29 | % | | | | | | 7.03 | % | |||||||||||||||||||
Pershing Omnibus Attn: Cash Management Services 1 Pershing Plaza Jersey City, NJ 07399 |
| | | | | 95.26 | % | |||||||||||||||||||||
PNC 116 Allegheny Center Mall P8-YB35-02-8 Pittsburgh, PA 15212 |
14.67 | % | 17.17 | % | | | | | | |||||||||||||||||||
Raymond James 725 (NSCC) Attn: Celeste Hopkins 880 Carillon Pkwy St Petersburg, FL 337161100 |
6.25 | % | | | | | | |
F-7
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
REHO & Co c/o Manufacturers and Traders Trust Company 1100 Wehrle Dr Williamsville, NY 14221 |
| | | | 5.11 | % | | | ||||||||||||||||||||
Robert W. Baird PO Box 672 777 E Wisconsin Ave Milwaukee, WI 532025300 |
10.26 | % | | | | | | | ||||||||||||||||||||
Springfield Govt Attn: Brenda Stroh 3400 Wabash Ave Springfield, IL 62707 |
| | | 9.48 | % | | | | ||||||||||||||||||||
State Street 1 Lincoln Street SFC6 Boston, MA 02111 |
29.04 | % | | | | | | | ||||||||||||||||||||
SunGard Times Bldg 336 Fourth Ave Pittsburgh, PA 15222 |
| | 7.37 | % | | | | | ||||||||||||||||||||
Tice & Co Attn: Debbie Potempa PO Box 1377 Buffalo, NY 14240 |
| | | | 15.81 | % | | | ||||||||||||||||||||
Union Bank of Cal 530 B Street, Suite 203 San Diego, CA 92101 |
| | | | 11.93 | % | | | ||||||||||||||||||||
US Bank 1555 N Rivercenter Dr Ste 302 Milwaukee, WI 53212 |
| | | | | | 13.75 | % |
F-8
Invesco Treasury Obligations Portfolio
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Huntington Investment 111 41 S High St Ninth Floor, Columbus, OH 43287 |
| | | | 46.26 | % | | | ||||||||||||||||||||
Invesco Advisors Attn: Corporate Controller 1360 Peachtree St NE Atlanta, GA 303093283 |
| 99.99 | % | | | | | | ||||||||||||||||||||
Invesco Affiliated Funds Attn: Cynthia Smith Money Market Portfolio Admin 11 Greenway Plaza Ste 2500 Houston, TX 77046 |
| | 76.29 | % | | | | | ||||||||||||||||||||
Invesco Fund of Funds 3 Attn: Cynthia Smith Money Market Portfolio Admin 11 Greenway Plaza Ste 2500 Houston, TX 77046 |
| | 13.04 | % | | | | | ||||||||||||||||||||
Morgan Stanley NJ (NSCC) 15 2000 Westchester Ave FL 2 Purchase, NY 10577-2530 |
100.00 | %* | | | | | | | ||||||||||||||||||||
Nabank & Co PO Box 2180 Tulsa, OK 74101 |
| | | 100.00 | %* | | | 100.00 | %* | |||||||||||||||||||
Pershing Omnibus Attn: Cash Management Services 1 Pershing Plaza Jersey City, NJ 07399 |
| | | | | 99.98 | % | | ||||||||||||||||||||
Wachovia (NSCC) Attn: Barb Tenpenny, 1 N Jefferson Ave St Louis, MO 63103-2205 |
| | | | 48.43 | % | | |
* | Owned of record and beneficially. |
F-9
Invesco Tax-Free Cash Reserve Portfolio
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Frost 131 Direct Attn: Karen Banks PO Box 2358 San Antonio, TX 78299 |
| | | 100.00 | %* | 44.47 | % | | | |||||||||||||||||||
Heritage Trust Co 621 Robinson Suite 100 Oklahoma City, OK 73102 |
| | 5.33 | % | | | | | ||||||||||||||||||||
Legacy Trust Attn: Glenn Francis 600 Jefferson St Suite 350 Houston, TX 77002-7326 |
| | 42.50 | % | | | | | ||||||||||||||||||||
Morgan Stanley NJ (NSCC) 15 2000 Westchester Ave FL 2 Purchase, NY 10577-2530 |
| 29.44 | % | | | | | |||||||||||||||||||||
Morgan Stanley Smith Barney 1 New York Plaza 12 th Floor New York, NY 10004 |
| 100.00 | %* | | | | | |||||||||||||||||||||
Pershing (NSCC) Donaldson Lufkin and Jenrette 1 Pershing Place Jersey City, NJ 037990002 |
5.63 | % | | | | | | | ||||||||||||||||||||
Pershing Omnibus Attn: Cash Management Services 1 Pershing Plaza Jersey City, NJ 07399 |
| | | | 23.55 | % | 99.89 | % | 71.34 | % | ||||||||||||||||||
Robert W Baird (NSCC) PO Box 672 777 E Wisconsin Avenue Milwaukee, WI 532025300 |
| | | | | | 7.87 | % |
F-10
Cash
Management Class |
Corporate
Class |
Institutional
Class |
Personal
Investment Class |
Private
Investment Class |
Reserve
Class |
Resource
Class |
||||||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
|||||||||||||||||||||
Trust Manage Net Attn: Kevin Crawford 4849 Greenville Ave Ste 1450 Dallas, TX 75206 |
9.51 | % | | | | | | | ||||||||||||||||||||
UBS Financial (NSCC) Attn: Compliance Department /Alex Rodriguez 1000 Harbor Blvd Fl 8 Weehawken, NJ 07086-6761 |
| | | | | | 19.10 | % | ||||||||||||||||||||
Wachovia (NSCC) Attn: Barb Tenpenny Mailcode 1 N Jefferson Ave St Louis, MO 63103-2205 |
76.81 | % | | 20.11 | % | | 29.56 | % | | |
* | Owned of record and beneficially. |
Management of Ownership
As of December 1, 2017 the trustees and officers as a group owned less than 1% of the outstanding shares of each class of any Fund.
F-11
APPENDIX G
For the last three fiscal years ended August 31, the management fees payable by each Fund, the amounts waived by Invesco and the net fee paid by each Fund were as follows:
Portfolio Name |
Management Fee Payable | Management Fee Waivers | Net Management Fee Paid | |||||||||||||||||||||||||||||||||
2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||||||
Invesco Liquid Assets Portfolio |
1,481,376 | $ | 29,921,521 | $ | 29,658,191 | (775,879 | ) | $ | (5,891,063 | ) | $ | (5,910,905 | ) | 705,497 | $ | 24,030,458 | $ | 23,747,286 | ||||||||||||||||||
Invesco STIC Prime Portfolio |
804,864 | 3,951,862 | 4,285,409 | (491,412 | ) | (1,513,552 | ) | (3,308,411 | ) | 313,452 | 2,438,310 | 976,998 | ||||||||||||||||||||||||
Invesco Treasury Portfolio |
33,720,107 | 22,331,528 | 25,312,289 | (4,848,110 | ) | (5,431,621 | ) | (18,670,162 | ) | 28,871,997 | 16,899,907 | 6,642,127 | ||||||||||||||||||||||||
Invesco Government & Agency Portfolio |
24,298,014 | 6,083,349 | 5,443,544 | | (366,030 | ) | (2,863,738 | ) | 24,298,014 | 5,717,319 | 2,579,806 | |||||||||||||||||||||||||
Invesco Treasury Obligations Portfolio |
1,561,957 | 356,867 | 410,375 | (443,408 | ) | (356,867 | ) | (410,375 | ) | 1,118,549 | | | ||||||||||||||||||||||||
Invesco Tax-Free Cash Reserve Portfolio |
399,149 | 1,449,627 | 1,562,079 | (331,840 | ) | (1,321,363 | ) | (1,562,079 | ) | 67,309 | 128,264 | |
G-1
APPENDIX H
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
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.
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
Ladenburg Thalmann
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
H-1
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
Pacific Life
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.
Protective Life
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.
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
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.
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
H-2
APPENDIX I
The Funds paid Invesco the following amounts for administrative services for the last three years ended August 31:
Fund Name |
2017 | 2016 | 2015 | |||||||||
Invesco Liquid Assets Portfolio |
553,420 | $ | 2,374,789 | $ | 1,073,164 | |||||||
Invesco STIC Prime Portfolio |
314,385 | 694,531 | 551,402 | |||||||||
Invesco Treasury Portfolio |
7,898,423 | 2,256,398 | 986,246 | |||||||||
Invesco Government & Agency Portfolio |
8,498,345 | 1,249,788 | 643,306 | |||||||||
Invesco Treasury Obligations Portfolio |
659,087 | 62,757 | 50,000 | |||||||||
Invesco Tax-Free Cash Reserve Portfolio |
109,872 | 218,127 | 180,889 |
I-1
APPENDIX J
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
During the last fiscal year ended August 31, 2017, Invesco Liquid Assets Portfolio, Invesco STIC Prime Portfolio, Invesco Treasury Portfolio, Invesco Government & Agency Portfolio, Invesco Treasury Obligations Portfolio and Invesco Tax-Free Cash Reserve Portfolio, did not purchase securities of their regular brokers or dealers.
J-1
APPENDIX K
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS
A list of amounts paid by each class of shares of the Portfolios to Invesco Distributors, Inc. pursuant to the Plans for the year ended August 31, 2017, are as follows:
Invesco Liquid Assets Portfolio
Class |
Amount | |||
Cash Management Class |
$ | 28,064 | ||
Corporate Class |
7,998 | |||
Personal Investment Class |
5,436 | |||
Private Investment Class |
99,017 | |||
Reserve Class |
19,716 | |||
Resource Class |
3,024 |
Invesco STIC Prime Portfolio
Class |
Amount | |||
Cash Management Class |
$ | 14,645 | ||
Corporate Class |
5 | |||
Personal Investment Class |
25,743 | |||
Private Investment Class |
14,429 | |||
Reserve Class |
5,754 | |||
Resource Class |
4,426 |
Invesco Treasury Portfolio
Class |
Amount | |||
Cash Management Class |
$ | 313,732 | ||
Corporate Class |
249,266 | |||
Personal Investment Class |
409,301 | |||
Private Investment Class |
1,347,695 | |||
Reserve Class |
521,157 | |||
Resource Class |
695,423 |
Invesco Government & Agency Portfolio
Class |
Amount | |||
Cash Management Class |
$ | 115,650 | ||
Corporate Class |
81,215 | |||
Personal Investment Class |
57,803 | |||
Private Investment Class |
1,224,935 | |||
Reserve Class |
993,104 | |||
Resource Class |
532,093 |
K-1
Invesco Treasury Obligations Portfolio
Class |
Amount | |||
Cash Management Class |
$ | 1,107 | ||
Corporate Class |
66 | |||
Personal Investment Class |
427 | |||
Private Investment Class |
3,975 | |||
Reserve Class |
130,019 | |||
Resource Class |
229 |
Invesco Tax-Free Cash Reserve Portfolio
Class |
Amount | |||
Cash Management Class |
$ | 26,138 | ||
Corporate Class |
6 | |||
Personal Investment Class |
4,936 | |||
Private Investment Class |
46,278 | |||
Reserve Class |
49,425 | |||
Resource Class |
4,631 |
K-2
APPENDIX L
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN
An estimate by activity of the allocation of actual fees paid by each class of the Fund during the year ended August 31, 2017, are as follows:
Cash Management Class |
Invesco
Govt & Agency |
Invesco
Treasury Obligations |
Invesco
Liquid Assets |
Invesco
STIC Prime |
Invesco
Treasury |
Invesco
Tax-Free Cash Reserve |
||||||||||||||||||
Advertising |
$ | 2 | $ | 0 | $ | 0 | $ | 0 | $ | 10 | $ | 0 | ||||||||||||
Printing and Mailing |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Seminars |
10 | 0 | 8 | 0 | 26 | 4 | ||||||||||||||||||
Underwriters Compensation |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Dealers Compensation |
115,333 | 941 | 27,573 | 14,620 | 312,869 | 25,994 | ||||||||||||||||||
Personnel |
288 | 166 | 458 | 23 | 778 | 132 | ||||||||||||||||||
Travel Expenses Relating to Marketing |
17 | 0 | 25 | 2 | 49 | 8 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annual Report Total |
115,650 | 1,107 | 28,064 | 14,645 | 313,732 | 26,138 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Class |
Invesco
Govt & Agency |
Invesco
Treasury Obligations |
Invesco
Liquid Assets |
Invesco
STIC Prime |
Invesco
Treasury |
Invesco
Tax-Free Cash Reserve |
||||||||||||||||||
Advertising |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Printing and Mailing |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Seminars |
1 | 0 | 0 | 0 | 5 | 0 | ||||||||||||||||||
Underwriters Compensation |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Dealers Compensation |
81,188 | 65 | 7,971 | 4 | 249,127 | 6 | ||||||||||||||||||
Personnel |
24 | 1 | 26 | 1 | 126 | 0 | ||||||||||||||||||
Travel Expenses Relating to Marketing |
2 | 0 | 1 | 0 | 8 | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annual Report Total |
81,215 | 66 | 7,998 | 5 | 249,266 | 6 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Personal Investment Class |
Invesco
Govt & Agency |
Invesco
Treasury Obligations |
Invesco
Liquid Assets |
Invesco
STIC Prime |
Invesco
Treasury |
Invesco
Tax-Free Cash Reserve |
||||||||||||||||||
Advertising |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Printing and Mailing |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Seminars |
0 | 0 | 0 | 0 | 1 | 0 | ||||||||||||||||||
Underwriters Compensation |
381 | 0 | 0 | 0 | 5,451 | 0 | ||||||||||||||||||
Dealers Compensation |
57,416 | 427 | 5,423 | 25,721 | 403,820 | 4,934 | ||||||||||||||||||
Personnel |
6 | 0 | 12 | 21 | 27 | 2 | ||||||||||||||||||
Travel Expenses Relating to Marketing |
0 | 0 | 1 | 1 | 2 | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annual Report Total |
57,803 | 427 | 5,436 | 25,743 | 409,301 | 4,936 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
L-1
Private Investment Class |
Invesco
Govt & Agency |
Invesco
Treasury Obligations |
Invesco
Liquid Assets |
Invesco
STIC Prime |
Invesco
Treasury |
Invesco
Tax-Free Cash Reserve |
||||||||||||||||||
Advertising |
$ | 175 | $ | 0 | $ | 0 | $ | 0 | $ | 155 | $ | 0 | ||||||||||||
Printing and Mailing |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Seminars |
523 | 0 | 53 | 0 | 524 | 0 | ||||||||||||||||||
Underwriters Compensation |
80,721 | 0 | 14,577 | 0 | 906 | 0 | ||||||||||||||||||
Dealers Compensation |
1,127,152 | 3,974 | 80,882 | 14,304 | 1,329,204 | 46,233 | ||||||||||||||||||
Personnel |
15,387 | 1 | 3,289 | 119 | 15,888 | 45 | ||||||||||||||||||
Travel Expenses Relating to Marketing |
977 | 0 | 216 | 6 | 1,018 | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annual Report Total |
1,224,935 | 3,975 | 99,017 | 14,429 | 1,347,695 | 46,278 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Class |
Invesco
Govt & Agency |
Invesco
Treasury Obligations |
Invesco
Liquid Assets |
Invesco
STIC Prime |
Invesco
Treasury |
Invesco
Tax-Free Cash Reserve |
||||||||||||||||||
Advertising |
$ | 6 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Printing and Mailing |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Seminars |
19 | 0 | 0 | 0 | 3 | 0 | ||||||||||||||||||
Underwriters Compensation |
1,278 | 0 | 759 | 0 | 68 | 0 | ||||||||||||||||||
Dealers Compensation |
991,192 | 130,016 | 18,957 | 5,727 | 521,025 | 49,415 | ||||||||||||||||||
Personnel |
569 | 3 | 0 | 27 | 57 | 10 | ||||||||||||||||||
Travel Expenses Relating to Marketing |
40 | 0 | 0 | 0 | 4 | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annual Report Total |
993,104 | 130,019 | 19,716 | 5,754 | 521,157 | 49,425 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Resource Class |
Invesco
Govt & Agency |
Invesco
Treasury Obligations |
Invesco
Liquid Assets |
Invesco
STIC Prime |
Invesco
Treasury |
Invesco
Tax-Free Cash Reserve |
||||||||||||||||||
Advertising |
$ | 2 | $ | 0 | $ | 0 | $ | 0 | $ | 1 | $ | 0 | ||||||||||||
Printing and Mailing |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Seminars |
9 | 0 | 0 | 0 | 4 | 0 | ||||||||||||||||||
Underwriters Compensation |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Dealers Compensation |
531,833 | 229 | 2,904 | 4,416 | 695,291 | 4,617 | ||||||||||||||||||
Personnel |
233 | 0 | 120 | 10 | 119 | 14 | ||||||||||||||||||
Travel Expenses Relating to Marketing |
16 | 0 | 0 | 0 | 8 | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Annual Report Total |
532,093 | 229 | 3,024 | 4,426 | 695,423 | 4,631 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
L-2
PART C
OTHER INFORMATION
Item 28. |
Exhibits |
|||
a (1) |
- |
(a) Amended and Restated Agreement and Declaration of Trust of Registrant dated October 26, 2016. (35) |
||
- | (b) Amendment No. 1, dated November 4, 2016, to the Amended and Restated Agreement and Declaration of Trust of Registrant dated October 26, 2016. (36) | |||
- | (c) Second Amended and Restated Agreement and Declaration of Trust dated April 11, 2017. (36) | |||
(d) Amendment No. 1, dated December 1, 2017, to the Second Amended and Restated Agreement and Declaration of Trust dated April 11, 2017. (36) | ||||
b |
- | Amended and Restated Bylaws of Registrant, adopted effective October 26, 2016. (35) | ||
c |
- | Articles II, VI, VII, VIII and IX of the Second Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated Bylaws, as amended, define rights of holders of shares. | ||
d (1) |
- | (a) Master Investment Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (8) | ||
- | (b) Amendment No. 1, dated January 1, 2002, to the Master Investment Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (12) | |||
- | (c) Amendment No. 2, dated November 24, 2003, to the Master Investment Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (15) | |||
- | (d) Amendment No. 3, dated October 30, 2007, to the Master Investment Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (21) | |||
- | (e) Amendment No. 4, dated April 30, 2008, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., and Registrant. (23) | |||
- | (f) Amendment No. 5, dated January 1, 2010, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (26) | |||
- | (g) Amendment No. 6, dated June 1, 2016, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (33) | |||
- | (h) Amendment No. 7, dated November 4, 2016, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (35) | |||
- | (i) Amendment No. 8, dated December 15, 2017, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (36) |
C-1
Item 28. |
Exhibits |
|||
(2) |
- | (a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management Inc. (23) | ||
- | (b) Amendment No. 1, dated January 1, 2010, Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (26) | |||
- | (c) Termination Agreement dated January 16, 2015, between Invesco Advisers, Inc. and Invesco Australia Limited. (32) | |||
- | (d) Amendment No. 2, dated November 4, 2016, 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 Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (35) | |||
- | (e) Form of Amendment No. 3, dated [December 15, 2017], 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 Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (36) | |||
(3) |
- | (a) Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | ||
- | (b) Amendment No. 1, dated July 30, 2012, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (c) Amendment No. 2, dated September 25, 2012, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (d) Amendment No. 3, dated February 25, 2013, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (e) Amendment No. 4, dated December 16, 2013, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (f) Amendment No. 5, dated April 22, 2014, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) |
C-2
Item 28. |
Exhibits |
|||
- | (g)Amendment No. 6, dated June 26, 2014, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (h) Amendment No. 7, dated October 14, 2014, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (i) Amendment No. 8, dated September 30, 2015, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (j) Amendment No. 9, dated December 21, 2015, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (k) Amendment No. 10 dated June 30, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (l) Amendment No. 11, dated July 1, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (m) Amendment No. 12, dated July 27, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (n) Amendment No. 13, dated October 28, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (o) Amendment No. 14, dated February 27, 2017, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (p) Amendment No. 15, dated April 11, 2017 to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
- | (q) Amendment No. 16, dated December 15, 2017 to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (36) | |||
(4) |
- | (a) Form of Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated [April 11, 2017]. (36) | ||
- | (b) Form of Amendment No. 1, dated [December 15, 2017] to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017. (36) | |||
e (1) |
- | (a) Master Distribution Agreement, dated July 1, 2014, between Invesco Advisers, Inc. and Registrant. (31) | ||
- | (b) Amendment No. 1, dated October 14, 2014, to the Master Distribution Agreement, dated July 1, 2014, between Invesco Advisers, Inc. and Registrant. (31) |
C-3
C-4
Item 28. |
Exhibits |
|||
g |
- | (a) Custodian Agreement, dated October 15, 1993, between The Bank of New York and Registrant. (1) | ||
- | (b) Amendment, dated July 30, 1996, to the Custodian Agreement, dated October 15, 1993, between The Bank of New York and Registrant. (2) | |||
h (1) |
- | (a) Transfer Agency and Service Agreement, dated December 29, 1997, between Invesco Investment Services, Inc. (formerly known as AIM Investment Services, Inc. and A I M Fund Services, Inc.) and Registrant. (3) | ||
- | (b) Amendment No. 1, dated January 1, 1999, to the Transfer Agency and Service Agreement, dated December 29, 1997, between Invesco Investment Services, Inc. (formerly known as AIM Investment Services, Inc. and A I M Fund Services, Inc.) and Registrant. (3) | |||
- | (c) Amendment No. 2, dated July 1, 1999, to the Transfer Agency and Service Agreement, dated December 29, 1997, between Invesco Investment Services, Inc. (formerly known as AIM Investment Services, Inc. and A I M Fund Services, Inc.) and Registrant. (5) | |||
- | (d) Amendment No. 3, dated July 1, 2005, to the Transfer Agency and Service Agreement, dated December 29, 1997, between Invesco Investment Services, Inc. (formerly known as AIM Investment Services, Inc.) and Registrant. (18) | |||
- | (e) Amendment No. 4, dated July 1, 2006, to the Transfer Agency and Service Agreement, dated December 29, 1997, between Invesco Investment Services, Inc. (formerly known as AIM Investment Services, Inc.) and Registrant. (19) | |||
(2) |
- | (a) Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc. (formerly known as Invesco Aim Advisors, Inc.) and Registrant. (19) | ||
- | (b) Amendment No. 1, dated April 30, 2008, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., and Registrant. (23) | |||
- | (c) Amendment No. 2, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (26) | |||
- | (d) Amendment No. 3, dated July 1, 2012, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (29) | |||
- | (e) Amendment No. 4, dated June 1, 2016, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (33) | |||
- | (f) Amendment No. 5, dated November 4, 2016, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (35) | |||
(g) Amendment No. 6, dated December 15, 2017, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (36) |
C-5
Item 28. |
Exhibits |
|||
(3) |
- | (a) Memorandum of Agreement related to expense limitations, dated December 1, 2016, between Registrant and Invesco Advisers, Inc. (36) | ||
- | (b) Memorandum of Agreement related to expense limitations, dated December 1, 2017, between Registrant and Invesco Advisers, Inc. (36) | |||
(4) |
- | Eighth Amended and Restated Memorandum of Agreement regarding securities lending waiver, dated July 1, 2014, between Registrant and Invesco Advisers, Inc. (31) | ||
(5) |
- | Fourth Amended and Restated Interfund Loan Agreement, dated April 30, 2010, between Registrant and Invesco Advisers, Inc. (28) | ||
i |
- | Legal Opinion None | ||
j (1) |
- | Consent of Stradley Ronon Stevens & Young, LLP. ( 36 ) | ||
j (2) |
Consent of PricewaterhouseCoopers LLP. ( 36 ) | |||
k |
- | Omitted Financial Statements- Not Applicable | ||
l |
- | Agreement Concerning Initial Capitalization of Registrants Tax-Free Cash Reserve Portfolio, dated April 29, 2008. (23) | ||
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, as subsequently amended. (33) | ||
- | (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), effective as of July 1, 2016. (33) | |||
- | (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), effective as of July 1, 2016. (33) | |||
- | (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), effective as of July 1, 2016. (34) | |||
- | (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), effective as of July 1, 2016. (35) | |||
- | (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), effective as of July 1, 2016. (35) |
C-6
Item 28. |
Exhibits |
|||
- | (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 Investment Trust (Compensation), effective as of July 1, 2016. (36) | |||
- | (h) 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 Investment Trust (Compensation), effective as of July 1, 2016. (36) | |||
- | (i) Amendment No. 8, dated December 15, 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 Investment Trust (Compensation), effective as of July 1, 2016. (36) | |||
n (1) |
- | (a) Twenty-Second Amended and Restated Multiple Class Plan of The Invesco Funds effective December 12, 2001, and as further amended and restated as of November 30, 2016. (36) | ||
(b) Twenty-Third Amended and Restated Multiple Class Plan of The Invesco Funds effective December 12, 2001, and as further amended and restated as of December 1, 2017. (36) | ||||
o |
- | Reserved. | ||
p (1) |
- | Invesco Advisers, Inc. Code of Ethics, amended January 1, 2017, relating to Invesco Advisers, Inc. and any of its subsidiaries. ( 36 ) | ||
(2) |
- | Invesco UK Code of Ethics, dated 2017, relating to Invesco Asset Management Limited. ( 36 ) | ||
(3) |
- | Invesco Ltd. Code of Conduct dated October 2016, relating to Invesco Asset Management (Japan) Limited. ( 36 ) | ||
(4) |
- | Invesco Hong Kong Limited Code of Ethics dated January 1, 2017, relating to Invesco Hong Kong Limited. ( 36 ) | ||
(5) |
- | Invesco Canada Ltd. Code of Conduct, dated October 2016. ( 36 ) | ||
(6) |
- | Invesco EMEA-EX UK Employees Code of Ethics dated October 1, 2016, relating to Invesco Asset Management Deutschland (GmbH). ( 36 ) | ||
(7) |
- | Invesco Senior Secured Management, Inc. Code of Ethics Policy, revised June 1, 2016 and Invesco Advisers, Inc. Code of Ethics amended January 1, 2017. ( 36 ) | ||
(8) |
- | Invesco PowerShares Capital Management, LLC Code of Ethics amended effective January 1, 2017. (36) | ||
(9) |
- | Invesco Asset Management (India) Private Limited Code of Ethics amended May 2017. (36) | ||
q |
- | (a) Powers of Attorney for Arch, Bunch, Crockett, Fields, Flanagan, Jones, Mathai-Davis, Soll, Stickel, Taylor and Troccoli dated May 4, 2016. (33) |
C-7
Item 28. |
Exhibits |
|||
- | (b) Powers of Attorney for Hostetler, Ressel, Stern and Wilson, dated March 28, 2017. (36) | |||
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) |
Incorporated herein by reference to PEA No. 27, filed electronically on November 14, 1994. Incorporated herein by reference to PEA No. 29, filed electronically on December 18, 1996. Incorporated herein by reference to PEA No. 30, filed electronically on December 17, 1997. Incorporated herein by reference to PEA No. 32, filed electronically on November 25, 1998. Incorporated herein by reference to PEA No. 33, filed electronically on November 8, 1999. Incorporated herein by reference to PEA No. 34, filed electronically on March 31, 2000. Incorporated herein by reference to PEA No. 35, filed electronically on May 24, 2000. Incorporated herein by reference to PEA Nos. 36, 37 and 38, filed electronically on December 29, 2000. Incorporated herein by reference to PEA No. 40, filed electronically on February 16, 2001. Incorporated herein by reference to PEA No. 41, filed electronically on October 1, 2001. Incorporated herein by reference to PEA No. 42, filed electronically on October 30, 2001. Incorporated herein by reference to PEA No. 44, filed electronically on December 18, 2002. Incorporated herein by reference to PEA No. 45, filed electronically on August 28, 2003. Incorporated herein by reference to PEA 47, filed electronically on November 21, 2003. Incorporated herein by reference to PEA 48, filed electronically on December 2, 2004. |
|||
(16) (17) (18) (19) (20) (21) (22) (23) (24) (25) (26) (27) (28) (29) (30) (31) (32) (33) (34) (35) (36) |
Incorporated herein by reference to PEA 49, filed electronically on February 25, 2005. Incorporated herein by reference to PEA 50, filed electronically on October 20, 2005. Incorporated herein by reference to PEA 51, filed electronically on December 19, 2006. Incorporated herein by reference to PEA 52, filed electronically on October 13, 2006. Incorporated herein by reference to PEA 53, filed electronically on December 14, 2006. Incorporated herein by reference to PEA 54, filed electronically on December 18, 2007. Incorporated herein by reference to PEA 55, filed electronically on February 20, 2008. Incorporated herein by reference to PEA 56, filed electronically on July 23, 2008. Incorporated herein by reference to PEA 57, filed electronically on December 17, 2008. Incorporated herein by reference to PEA 58, filed electronically on December 4, 2009. Incorporated herein by reference to PEA 59, filed electronically on October 15, 2010. Incorporated herein by reference to PEA 61, filed electronically on December 21, 2010. Incorporated herein by reference to PEA 62, filed electronically on December 14, 2011. Incorporated herein by reference to PEA 64, filed electronically on December 18, 2012. Incorporated herein by reference to PEA 66, filed electronically on December 17, 2013. Incorporated herein by reference to PEA 68, filed electronically on December 17, 2014. Incorporated herein by reference to PEA 71, filed electronically on December 16, 2015. Incorporated herein by reference to PEA 72, filed electronically on July 29, 2016. Incorporated herein by reference to PEA 73, filed electronically on October 11, 2016. Incorporated herein by reference to PEA 75, filed electronically on December 14, 2016. Filed herewith electronically. |
|||
Item 29. |
Persons Controlled by or Under Common Control With the Fund |
|||
None. |
C-8
Item 30. |
Indemnification |
|||
Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrants Second Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 28(a) and (b) above. Under the Second Amended and Restated Agreement and Declaration of Trust, amended and restated effective as of April 11, 2017, as amended, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust act, the Registrants Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class). | ||||
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $100,000,000 and an additional $20,000,000 of excess coverage (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 impact 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 Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Canada Ltd. Invesco PowerShares Capital Management LLC and Invesco Asset Management (India) Private Limited (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Advisor 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-9
C-10
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 and President | Assistant Vice President | ||
Eric P. Johnson | Executive Vice President | None | ||
Ben Utt |
Executive Vice President |
|||
Dan Draper | Senior Vice President | None | ||
Eliot Honaker | Senior Vice President | None | ||
Gary K. Wendler | Senior Vice President, Director, Marketing Research and Analysis | Assistant Vice President | ||
John M. Zerr | Senior Vice President and Secretary | Senior Vice President, Chief Legal Officer and Secretary | ||
Greg J. Murphy |
Senior Vice President |
None |
||
Mark W. Gregson | Chief Financial Officer | None | ||
David J. Nardecchia | Senior Vice President, Director of Marketing Communications | None | ||
Annette J. Lege | Treasurer | None | ||
Miranda OKeefe |
Senior Vice President and Chief Compliance Officer |
None | ||
Crissie Wisdom | Anti-Money Laundering Compliance Officer | Anti-Money Laundering Compliance Officer |
* | 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173 |
C-11
C-12
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 13th day of December, 2017.
Registrant: SHORT-TERM INVESTMENTS TRUST
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 | December 13, 2017 | ||
(Sheri Morris) | (Principal Executive Officer) | |||
/s/ David C. Arch* |
Trustee | December 13, 2017 | ||
(David C. Arch) | ||||
/s/ James T. Bunch* |
Trustee | December 13, 2017 | ||
(James T. Bunch) | ||||
/s/ Bruce L. Crockett* |
Chair & Trustee | December 13, 2017 | ||
(Bruce L. Crockett) | ||||
/s/ Jack M. Fields* |
Trustee | December 13, 2017 | ||
(Jack M. Fields) | ||||
/s/ Martin L. Flanagan* |
Trustee | December 13, 2017 | ||
(Martin L. Flanagan) | ||||
/s/ Cynthia Hostetler** |
Trustee | December 13, 2017 | ||
(Cynthia Hostetler) | ||||
/s/ Eli Jones* |
Trustee | December 13, 2017 | ||
(Eli Jones) | ||||
/s/ Prema Mathai-Davis* |
Trustee | December 13, 2017 | ||
(Prema Mathai-Davis) | ||||
/s/ Teresa M. Ressel** |
Trustee | December 13, 2017 | ||
(Teresa M. Ressel) |
/s/ Larry Soll* |
Trustee | December 13, 2017 | ||
(Larry Soll) | ||||
/s/ Ann Barnett Stern** |
Trustee | December 13, 2017 | ||
(Ann Barnett Stern) | ||||
/s/ Raymond Stickel, Jr.* |
Trustee | December 13, 2017 | ||
(Raymond Stickel, Jr.) | ||||
/s/ Philip A. Taylor* |
Trustee | December 13, 2017 | ||
(Philip A. Taylor) | ||||
/s/ Robert C. Troccoli* |
Trustee | December 13, 2017 | ||
(Robert C. Troccoli) | ||||
/s/ Christopher L. Wilson** |
Trustee | December 13, 2017 | ||
(Christopher L. Wilson) | ||||
/s/ Kelli Gallegos |
Vice President & Assistant Treasurer (Principal Financial Officer) |
December 13, 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 Registrants Post-Effective Amendment No. 72 on July 29, 2016. |
** | Sheri Morris, pursuant to powers of attorney dated March 28, 2017, filed herewith. |
INDEX
|
||
Exhibit Number |
Description |
|
a(1)(b) |
Amendment No. 1, dated November 4, 2016, to the Amended and Restated Agreement and Declaration of Trust of Registrant dated October 26, 2016. | |
a(1)(c) |
Second Amended and Restated Agreement and Declaration of Trust dated April 11, 2017. | |
a(1)(d) |
Amendment No. 1, dated December 1, 2017, to the Second Amended and Restated Agreement and Declaration of Trust dated April 11, 2017. | |
d(1)(i) |
Amendment No. 8, dated December 15, 2017, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant | |
d(2)(e) |
Form of Amendment No. 3, dated [December 15, 2017], 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 Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. | |
d(3)(a) |
Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(b) |
Amendment No. 1, dated July 30, 2012, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(c) |
Amendment No. 2, dated September 25, 2012, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(d) |
Amendment No. 3, dated February 25, 2013, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(e) |
Amendment No. 4, dated December 16, 2013, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(f) |
Amendment No. 5, dated April 22, 2014, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(g) |
Amendment No. 6, dated June 26, 2014, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(h) |
Amendment No. 7, dated October 14, 2014, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(i) |
Amendment No. 8, dated September 30, 2015, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. |
d(3)(j) |
Amendment No. 9, dated December 21, 2015, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(k) |
Amendment No. 10 dated June 30, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(l) |
Amendment No. 11, dated July 1, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(m) |
Amendment No. 12, dated July 27, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(n) |
Amendment No. 13, dated October 28, 2016, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(o) |
Amendment No. 14, dated February 27, 2017, to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(p) |
Amendment No. 15, dated April 11, 2017 to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(3)(q) |
Amendment No. 16, dated December 15, 2017 to the Sub-Advisory Contract Invesco Advisors, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. | |
d(4)(a) |
Form of Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited, dated [April 11, 2017]. | |
d(4)b) |
Form of Amendment No. 1, dated [December 15, 2017], to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited, dated [April 11, 2017]. | |
e(1)(p) |
Amendment No. 15, dated February 27, 2017, to the Master Distribution Agreement, dated July 1, 2014, between Invesco Advisers, Inc. and Registrant. | |
e(1)(q) |
Amendment No. 16, dated December 15, 2017, to the Master Distribution Agreement, dated July 1, 2014, between Invesco Advisers, Inc. and Registrant. | |
h(2)(g) |
Amendment No. 6, dated December 15, 2017, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. | |
h(3)(a) |
Memorandum of Agreement related to expense limitations, dated December 1, 2016, between Registrant and Invesco Advisers, Inc. | |
h(3)(b) | Memorandum of Agreement related to expense limitations, dated December 1, 2017, between Registrant and Invesco Advisers, Inc. |
j(1) |
Consent of Stradley Ronon Stevens & Young, LLP. | |
j(2) |
Consent of PricewaterhouseCoopers LLP. | |
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, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation), effective as of July 1, 2016. | |
m(1)(h) |
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 Investment Trust (Compensation), effective as of July 1, 2016. | |
m(1)(i) |
Amendment No. 8, dated December 15, 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 Investment Trust (Compensation), effective as of July 1, 2016. | |
n(1)(a) |
Twenty-Second Amended and Restated Multiple Class Plan of The Invesco Funds effective December 12, 2001, and as further amended and restated as of November 30, 2016. | |
n(1)(b) |
Twenty-Third Amended and Restated Multiple Class Plan of The Invesco Funds effective December 12, 2001, and as further amended and restated as of December 1, 2017. | |
p(1) |
Invesco Advisers, Inc. Code of Ethics, amended January 1, 2017, relating to Invesco Advisers, Inc. and any of its subsidiaries. | |
p(2) |
Invesco UK Code of Ethics, dated 2017, relating to Invesco Asset Management Limited. | |
p(3) |
Invesco Ltd. Code of Conduct dated October 2016, relating to Invesco Asset Management (Japan) Limited. | |
p(4) |
Invesco Hong Kong Limited Code of Ethics dated January 1, 2017, relating to Invesco Hong Kong Limited. | |
p(5) |
Invesco Canada Ltd. Code of Conduct, dated October 2016. | |
p(6) |
Invesco EMEA-EX UK Employees Code of Ethics dated October 1, 2016, relating to Invesco Asset Management Deutschland (GmbH). | |
p(7) |
Invesco Senior Secured Management, Inc. Code of Ethics Policy, revised June 1, 2016 and Invesco Advisers, Inc. Code of Ethics amended January 1, 2017. | |
p(8) |
Invesco PowerShares Capital Management, LLC Code of Ethics amended effective January 1, 2017. | |
p(9) |
Invesco Asset Management (India) Private Limited Code of Ethics amended May 2017. | |
q(b) |
Powers of Attorney for Hostetler, Ressel, Stern and Wilson, dated March 28, 2017. |
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
SHORT-TERM INVESTMENTS TRUST
This Amendment No. 1 (the Amendment) to the Amended and Restated Agreement and Declaration of Trust of Short-Term Investments Trust (the Trust) amends, effective as of November 4, 2016, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of October 26, 2016, as amended (the Agreement).
Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.
WHEREAS, the Trust desires to amend the Agreement to change the name of Government TaxAdvantage Portfolio to Treasury Obligations Portfolio;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.
2. All capitalized terms are used herein as defined in the Agreement unless otherwise defined herein. All references in the Agreement to this Agreement shall mean the Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of November 4, 2016.
By: |
/s/ John M. Zerr |
|
Name: | John M. Zerr | |
Title: | Senior Vice President |
EXHIBIT 1
SCHEDULE A
SHORT-TERM INVESTMENTS TRUST
PORTFOLIO |
CLASSES OF EACH PORTFOLIO |
|
Government & Agency Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Treasury Obligations Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Liquid Assets Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
STIC Prime Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Tax-Free Cash Reserve Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
Treasury Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
SHORT-TERM INVESTMENTS TRUST
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Short-Term Investments Trust is made the 11 th day of April, 2017 by the parties signatory hereto, as Trustees.
WHEREAS the Trust was formed on May 5, 1993 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 May 5, 1993 (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 Short-Term Investments Trust, 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 May 5, 1993 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; |
2
(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 Short-Term Investments Trust, 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 office of the |
3
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 |
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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 |
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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
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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
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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
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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 |
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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.
26
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/ Anne Barnett Stern |
Ann Barnett Stern |
/s/ Raymond Stickel, Jr. |
Raymond Stickel, Jr |
/s/ Philip A. Taylor |
Philip A. Taylor |
27
/s/ Robert C. Troccoli |
Robert C. Troccoli |
/s/ Christopher L. Wilson |
Christopher L. Wilson |
28
SCHEDULE A
SHORT-TERM INVESTMENTS TRUST
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO |
CLASSES OF EACH PORTFOLIO |
|
Government & Agency Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Treasury Obligations Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Liquid Assets Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
STIC Prime Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Tax-Free Cash Reserve Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
29
Treasury Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
30
AMENDMENT NO. 1
TO THE SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
SHORT-TERM INVESTMENTS TRUST
This Amendment No. 1 (the Amendment) to the Second Amended and Restated Agreement and Declaration of Trust of Short-Term Investments Trust (the Trust) amends, effective as of December 15, 2017, the Second Amended and Restated Agreement and Declaration of Trust of the Trust dated as of April 11, 2017, as amended (the Agreement).
Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.
WHEREAS, the Trust desires to amend the Agreement to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Liquid Assets Portfolio to Invesco Liquid Assets Portfolio, STIC Prime Portfolio to Invesco STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio and Treasury Portfolio to Invesco Treasury Portfolio;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.
2. All capitalized terms are used herein as defined in the Agreement unless otherwise defined herein. All references in the Agreement to this Agreement shall mean the Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of December 1, 2017.
By: |
/s/ John M. Zerr |
|
Name: | John M. Zerr | |
Title: | Senior Vice President |
EXHIBIT 1
SCHEDULE A
SHORT-TERM INVESTMENTS TRUST
PORTFOLIO |
CLASSES OF EACH PORTFOLIO |
|
Invesco Government & Agency Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Invesco Treasury Obligations Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Invesco Liquid Assets Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Invesco STIC Prime Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
Invesco Tax-Free Cash Reserve Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
Invesco Treasury Portfolio |
Cash Management Class
Corporate Class Institutional Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
AMENDMENT NO. 8
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of December 15, 2017, amends the Master Investment Advisory Agreement (the Agreement), dated June 1, 2000, by and between Short-Term Investments Trust, a Delaware statutory trust, and Invesco Advisers Inc., a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Liquid Assets Portfolio to Invesco Liquid Assets Portfolio, STIC Prime Portfolio to Invesco STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio and Treasury Portfolio to Invesco Treasury Portfolio;
NOW, THEREFORE, the parties agree as follows;
1. | Schedule A and Schedule B to the Agreement are hereby deleted in their entirety and replaced with the following: |
SCHEDULE A
FUNDS AND EFFECTIVE DATES
Name of Fund |
Effective Date of Advisory Agreement |
|
Invesco Government & Agency Portfolio | June 1, 2000 | |
Invesco Treasury Obligations Portfolio | June 1, 2000 | |
Invesco Liquid Assets Portfolio | November 24, 2003 | |
Invesco STIC Prime Portfolio | November 24, 2003 | |
Invesco Tax-Free Cash Reserve Portfolio | April 30, 2008 | |
Invesco Treasury Portfolio | June 1, 2000 |
SCHEDULE B
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.
Invesco Liquid Assets Portfolio
Invesco STIC Prime Portfolio
Invesco Treasury Portfolio
Net Assets |
Annual Rate | |||
All Assets |
0.15 | % |
Invesco Government & Agency Portfolio
Net Assets |
Annual Rate | |||
All Assets |
0.10 | % |
Invesco Treasury Obligations Portfolio
Net Assets |
Annual Rate | |||
First $250 million |
0.20 | % | ||
Over $250 million up to and including $500 million |
0.15 | % | ||
Over $500 million |
0.10 | % |
Invesco Tax-Free Cash Reserve Portfolio
Net Assets |
Annual Rate | |||
All Assets |
0.20 | % |
2. | In all other respects, the Agreement is hereby confirmed and remains in full force and effect. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.
SHORT-TERM INVESTMENTS TRUST | ||||||
Attest: |
/s/ Peter A. Davidson |
By: |
/s/ John M. Zerr |
|||
Assistant Secretary | John M. Zerr | |||||
Senior Vice President | ||||||
(SEAL) | ||||||
INVESCO ADVISERS, INC. | ||||||
Attest: |
/s/ Peter A. Davidson |
By: |
/s/ John M. Zerr |
|||
Assistant Secretary | John M. Zerr | |||||
Senior Vice President |
(SEAL)
AMENDMENT NO. 3
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated December 15, 2017, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Contract), dated May 1, 2008, between Invesco Advisers, Inc. (the Adviser) on behalf of Short-Term Investments Trust (the Trust), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a Sub-Adviser and, collectively, the Sub-Advisers)
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Liquid Assets Portfolio to Invesco Liquid Assets Portfolio, STIC Prime Portfolio to Invesco STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio and Treasury Portfolio to Invesco Treasury Portfolio;
NOW, THEREFORE, the parties agree as follows;
1. | Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: |
EXHIBIT A
Invesco Government & Agency Portfolio
Invesco Liquid Assets Portfolio
Invesco STIC Prime Portfolio
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Portfolio
Invesco Treasury Obligations Portfolio
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: |
|
|
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO CANADA LTD. | ||
Sub-Adviser |
By: |
|
|
Name: |
|
|
Title: |
|
|
By: |
|
|
Name: |
|
|
Title: |
|
3
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH | ||
Sub-Advisor |
By: |
|
|
Name: |
|
|
Title: |
|
4
INVESCO ASSET MANAGEMENT LIMITED | ||
Sub-Advisor |
By: |
|
|
Name: |
|
|
Title: |
|
5
INVESCO ASSET MANAGEMENT (JAPAN) LTD. | ||
Sub-Advisor |
By: |
|
|
Name: |
|
|
Title: |
|
6
INVESCO HONG KONG LIMITED | ||
Sub-Advisor |
By: |
|
|
Name: |
|
|
Title: |
|
7
INVESCO SENIOR SECURED MANAGEMENT, INC. | ||
Sub-Advisor |
By: |
|
|
Name: |
|
|
Title: |
|
8
SUB-ADVISORY CONTRACT
This contract is made as of December 14, 2011, by and among Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS:
A) | The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) (the Trust), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Premium Income Fund (the Fund); |
B) | The Advisor is authorized to delegate any or all of its rights, duties and obligations under investment advisory agreements to sub-advisors, including sub-advisors that are affiliated with the Advisor; |
C) | The Sub-Advisor represents that it is registered with the U.S. Securities and Exchange Commission (SEC) as an investment advisor under the Investment Advisers Act of 1940 (Advisers Act), or will be so registered prior to providing any services to the Fund under this Contract, and engages in the business of acting as an investment advisor; and |
D) | The Sub-Advisor has been formed in part for the purpose of researching and compiling information and recommendations on various types of investments and investment techniques, and providing investment advisory services in connection therewith. |
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment . The Advisor hereby appoints the Sub-Advisor as a sub-advisor of the Fund for the period and on the terms set forth herein. The Sub-Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Advisor . Subject to paragraph 7 below, the Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Fund. The services and the portion of the investments of the Fund to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all its personnel performing services for the Fund related to research, statistical and investment activities.
(a) Investment Advice . If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Fund and the Advisor with respect to all or a portion of the investments of the Fund or with respect to various investment techniques, and in connection with such advice shall furnish the Fund and the Advisor with such factual information, research reports and investment recommendations as the Advisor may reasonably require.
(b) Order Execution . If and to the extent requested by the Advisor, the Sub-Advisor shall place orders for the purchase and sale of portfolio securities or other investments for the Fund. In so doing, the Sub-Advisor agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management . If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Trusts Board of Trustees (the Board) and the Advisor, manage all or a portion of the investments of the Fund in accordance with the investment objectives, policies and limitations provided in the Trusts Registration Statement and such other limitations as the Trust or the Advisor may impose with respect to the Fund by notice to the Sub-Advisor and otherwise in accordance with paragraph 5 below. With respect to the portion of the investments of the Fund, the Sub-Advisor is authorized to: (i) make investment decisions on behalf of the Fund with
1
regard to any stock, bond, other security or investment instrument, including but not limited to foreign currencies, futures, options and other derivatives, and with regard to borrowing money; (ii) place orders for the purchase and sale of securities or other investment instruments with such brokers and dealers as the Sub-Advisor may select; and (iii) upon the request of the Advisor, provide additional investment management services to the Fund, including but not limited to managing the Funds cash and cash equivalents and lending securities on behalf of the Fund. In selecting brokers or dealers to execute trades for the Fund, the Sub-Advisor will comply with its written policies and procedures regarding brokerage and trading, which policies and procedures shall have been approved by the Board. All discretionary investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Board.
3. Broker-Dealer Relationships . The Sub-Advisor agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution under the circumstances. Consistent with this obligation, the Sub-Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Fund or provide the Fund, the Advisors other clients, or the Sub-Advisors other clients with research, analysis, advice and similar services. The Sub-Advisor may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Advisor determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Advisor and the Sub-Advisor to the Fund and their other clients and that the total commissions or spreads paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to a Sub-Advisor, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever a Sub-Advisor simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Advisor, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.
4. Books and Records . The Sub-Advisor will maintain all required books and records with respect to the securities transactions of the Fund, and will furnish the Board and the Advisor with such periodic and special reports as the Board or the Advisor reasonably may request. The Sub-Advisor hereby agrees that all records which it maintains for the Advisor are the property of the Advisor, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Advisor and which are required to be maintained, and further agrees to surrender promptly to the Advisor any records which it maintains for the Advisor upon request by the Advisor.
5. Further Duties .
(a) In all matters relating to the performance of this Contract, the Sub-Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations.
(b) The Sub-Advisor shall maintain compliance procedures for the Fund that it and the Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) and the investment objective(s) and policies as stated in the Funds prospectus and statement of additional information. The Sub-Advisor at its expense will provide the Advisor or the Trusts Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, the Sub-Advisor will promptly report to the Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) that it is or should be aware of or of any material violation of the Sub-Advisors compliance policies and procedures that pertain to the Fund.
2
(c) The Sub-Advisor at its expense will make available to the Board and the Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Advisor and the Sub-Advisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Fund and to consult with the Board and the Advisor regarding the Funds investment affairs, including economic, statistical and investment matters related to the Sub-Advisors duties hereunder, and will provide periodic reports to the Advisor relating to the investment strategies it employs. The Sub-Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Advisor and the Trust.
(d) The Sub-Advisor will assist in the fair valuation of portfolio securities held by the Fund. The Sub-Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Advisor or the Trusts administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, the Sub-Advisor will assist the Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Fund at such times as the Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Funds net asset value per share.
(e) The Sub-Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisors Act and has provided the Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Advisor, but in any event no less frequently than annually, the Sub-Advisor will supply the Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Advisors last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Advisors code of ethics are reasonably designed to prevent access persons from violating the code of ethics.
(f) Upon request of the Advisor, the Sub-Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, the Sub-Advisor and each officer and portfolio manager thereof designated by the Advisor will provide on a timely basis such certifications or sub-certifications as the Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trusts Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Advisor, on behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Advisor or the Board, the Sub-Advisor will vote all proxies received in accordance with the Advisors proxy voting policy or, if the Sub-Advisor has a proxy voting policy approved by the Board, the Sub-Advisors proxy voting policy. The Sub-Advisor shall maintain and shall forward to the Fund or its designated agent such proxy voting information as is necessary for the Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.
(h) The Sub-Advisor shall provide the Funds custodian on each business day with information relating to all transactions concerning the assets of the Fund and shall provide the Advisor with such information upon request of the Advisor.
6. Services Not Exclusive . The services furnished by the Sub-Advisor hereunder are not to be deemed exclusive and the Sub-Advisor shall be free to furnish similar services to others so long as its services under this Contract are not impaired thereby. Nothing in this Contract shall limit or restrict the right of any director, officer or employee of the Sub-Advisor, who may also be a Trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
3
7. Use of Subsidiaries and Affiliates . The Sub-Advisor may perform any or all of the services contemplated hereunder, including but not limited to providing investment advice to the Fund pursuant to paragraph 2(a) above and placing orders for the purchase and sale of portfolio securities or other investments for the Fund pursuant to paragraph 2(b) above, directly or through such of its subsidiaries or other affiliates, as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliates shall have been approved, when required by the 1940 Act, by (i) a vote of a majority of the independent Trustees who are not parties to this Contract or interested persons (as defined in the 1940 Act) of a party to this Contract, other than as Board members (Independent Trustees), cast in person at a meeting called for the purpose of voting on such approval, and/or (ii) a vote of a majority of the Funds outstanding voting securities.
8. Compensation .
(a) The only fees payable to the Sub-Advisors under this Contract are for providing discretionary investment management services pursuant to paragraph 2(c) above. For such services, the Advisor will pay the Sub-Advisor a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that the Advisor receives from the Trust pursuant to its advisory agreement with the Trust, multiplied by (ii) the fraction equal to the net assets of the Fund as to which the Sub-Advisor shall have provided discretionary investment management services pursuant to paragraph 2(c) above for that month divided by the net assets of the Fund for that month. This fee shall be payable on or before the last business day of the next succeeding calendar month. This fee shall be reduced to reflect contractual or voluntary fee waivers or expense limitations by the Advisor, if any, in effect from time to time as set forth in paragraph 9 below. In no event shall the aggregate monthly fees paid to the Sub-Advisor under this Contract exceed 40% of the monthly compensation that the Advisor receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fee waivers or expense limitations by the Advisor, if any.
(b) If this Contract becomes effective or terminates before the end of any month, the fees for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
(c) If the Sub-Advisor provides the services under paragraph 2(c) above to the Fund for a period that is less than a full month, the fees for such period shall be prorated according to the proportion which such period bears to the applicable full month.
9. Fee Waivers and Expense Limitations . If, for any fiscal year of the Fund, the amount of the advisory fee which the Fund would otherwise be obligated to pay to the Advisor is reduced because of contractual or voluntary fee waivers or expense limitations by the Advisor, the fee payable to the Sub-Advisor pursuant to paragraph 8 above shall be reduced proportionately; and to the extent that the Advisor reimburses the Fund as a result of such expense limitations, the Sub-Advisor shall reimburse the Advisor that proportion of such reimbursement payments which the fee payable to the Sub-Advisor pursuant to paragraph 8 above bears to the advisory fee under this Contract.
10. Limitation of Liability of Sub-Advisor and Indemnification . The Sub-Advisor shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Fund or the Trust in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor in the performance of its duties or from reckless disregard by the Sub-Advisor of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of the Sub-Advisor, who may be or become a Trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to a Fund or the Trust or acting with respect to any business of a Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, partner, employee, or agent or one under the control or direction of the Sub-Advisor even though paid by it.
4
11. Duration and Termination .
(a) This Contract shall become effective with respect to the Sub-Advisor upon the later of the date hereabove written and the date that the Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, if the Sub-Advisor is not so registered as of the date hereabove written; provided, however, that this Contract shall not take effect with respect to the Fund unless it has first been approved (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Funds outstanding voting securities, when required by the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract shall continue in force and effect until [June 30, 2012]. Thereafter, if not terminated, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund.
(c) Notwithstanding the foregoing, this Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on sixty days written notice to the Sub-Advisor; or (ii) by the Advisor on sixty days written notice to the Sub-Advisor; or (iii) by the Sub-Advisor on sixty days written notice to the Trust. Should this Contract be terminated with respect to the Sub-Advisor, the Advisor shall assume the duties and responsibilities of the Sub-Advisor unless and until the Advisor appoints another Sub-Advisor to perform such duties and responsibilities. This Contract will automatically terminate in the event of its assignment.
12. Amendment . No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and, when required by the 1940 Act, no amendment of this Contract shall be effective until approved by vote of a majority of the Funds outstanding voting securities.
13. Notices . Any notices under this Contract shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and the Advisor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Until further notice to the other party, it is agreed that the address the Sub-Advisor shall be 301 West Roosevelt Road, Wheaton, Illinois 60187.
14. Governing Law . This Contract shall be construed in accordance with the laws of the State of Texas and the 1940 Act. To the extent that the applicable laws of the State of Texas conflict with the applicable provisions of the 1940 Act, the latter shall control.
15. Miscellaneous . The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Contract shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Contract shall not be affected thereby. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Any question of interpretation of any term or provision of this Contract having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisors Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisors Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisors Act reflected in any provision of the Contract is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
5
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
6
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Benjamin T. Fulton | |
Name: | Benjamin T. Fulton | |
Title: | Managing Director of Global ETFs |
7
AMENDMENT NO. 1
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 30, 2012, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add AIM International Mutual Fund (Invesco International Mutual Funds), on behalf of its portfolios, Invesco Global Opportunities Fund and Invesco Global Select Companies Fund (the Funds);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add AIM International Mutual Fund (Invesco International Mutual Funds) and to add the Funds as the recipients of the sub-advisory services by revising recital A) at the beginning of the Contract to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) (AIF) and AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF) (collectively, the Trust), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Premium Income Fund (as a series portfolio of AIF), the Invesco Global Opportunities Fund and the Invesco Global Select Companies Fund (as series portfolios of AIMF) (collectively, the Fund); ; and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Benjamin T. Fulton | |
Name: | Benjamin T. Fulton | |
Title: | Managing Director of Global ETFs |
3
AMENDMENT NO. 2
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of September 25, 2012, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Global Markets Strategy Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds); NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to Invesco Global Markets Strategy Fund as a recipients of the sub-advisory services by revising recital A) at the beginning of the Contract to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) (AIF) and AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF) (collectively, the Trust), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Premium Income Fund, Invesco Global Markets Strategy Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Global Select Companies Fund (series portfolios of AIMF) (collectively, the Fund); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Benjamin T. Fulton | |
Name: | Benjamin T. Fulton | |
Title: | Managing Director of Global ETFs |
3
AMENDMENT NO. 3
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of February 25, 2013, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Securities Trust , on behalf of its portfolio, Invesco Balanced-Risk Aggressive Allocation Fund (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add Invesco Securities Trust to the Contract and to add the Fund as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Premium Income Fund and Invesco Global Markets Strategy Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Global Select Companies Fund (series portfolios of AIMF) and Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Benjamin T. Fulton | |
Name: | Benjamin T. Fulton | |
Title: | Managing Director of Global ETFs |
3
AMENDMENT NO. 4
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of December 16, 2013, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco All Cap Market Neutral Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Long/Short Equity Fund, Invesco Low Volatility Emerging Markets Fund, Invesco Macro International Equity Fund and Invesco Macro Long/Short Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) and to change the name of Invesco Global Select Companies Fund to Invesco Select Opportunities Fund (the Funds);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add Invesco Securities Trust to the Contract and to add the Fund as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund and Invesco Long/Short Equity Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF) and Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John. M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: | /s/ Andrew Schlossberg | |
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 5
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) and Invesco Strategic Real Return, a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Funds);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Funds as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Strategic Real Return (a series portfolio of ACST), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF) and Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: | /s/ Andrew Schlossberg | |
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 6
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of June 26, 2014, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Management Trust, on behalf of its series portfolio, Invesco Conservative Income Fund (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add Invesco Management Trust to the Contract and the Fund as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Strategic Real Return (a series portfolio of ACST), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: | /s/ Andrew Schlossberg | |
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 7
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of October 14, 2014, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Unconstrained Bond Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds) Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund, series portfolios of AIM Growth Series (Invesco Growth Series) (the Funds);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Funds to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Strategic Real Return (a series portfolio of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund, series portfolios of AGS, Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: |
/s/ John M. Zerr |
|
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: |
/s/ Andrew Schlossberg |
|
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 8
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of September 30, 2015, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Short Duration High Yield Municipal Fund, a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Fund to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Short Duration High Yield Municipal Fund and Invesco Strategic Real Return (series portfolios of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Andrew Schlossberg | |
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 9
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of December 21, 2015, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco International Companies Fund, a series portfolio of AIM International Mutual Funds (Invesco International Mutual Funds) (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
The Contract is hereby amended to add the Fund to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Short Duration High Yield Municipal Fund and Invesco Strategic Real Return (series portfolios of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global Opportunities Fund, Invesco International Companies Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
|
|
2. All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC.
Advisor
By:/s/ John M. Zerr
Name: John M. Zerr
Title: Senior Vice President
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: /s/ Andrew Schlossberg |
Name: Andrew Schlossberg |
Title:
Managing Director of US Strategy and
Marketing |
3
AMENDMENT NO. 10
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of June 30, 2016, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Global Sustainable Equity Fund, a series portfolio of AIM International Mutual Funds (Invesco International Mutual Funds) (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Fund to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Short Duration High Yield Municipal Fund and Invesco Strategic Real Return (series portfolios of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global Opportunities Fund, Invesco Global Sustainable Equity Fund, Invesco International Companies Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor |
By: | /s/ Daniel E. Draper | |
Name: | Dan Draper | |
Title: | Managing Director Invesco PowerShares Global ETFs |
3
AMENDMENT NO. 11
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 1, 2016, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to change the name of Invesco Global Sustainable Equity Fund to Invesco Global Responsibility Equity Fund, a series portfolio of AIM International Mutual Funds (Invesco International Mutual Funds) (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Fund to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Short Duration High Yield Municipal Fund and Invesco Strategic Real Return (series portfolios of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund (series portfolios of AGS), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco International Companies Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Daniel E. Draper | |
Name: | Dan Draper | |
Title: |
Managing Director Invesco PowerShares Global ETFs |
3
AMENDMENT NO. 12
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of July 27, 2016, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to name change of Invesco Premium Income Fund to Invesco Multi-Asset Income Fund and Invesco Global Markets Strategy Fund to Invesco Macro Allocation Strategy Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Fund to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Short Duration High Yield Municipal Fund and Invesco Strategic Real Return (series portfolios of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income Fund, Invesco Macro Allocation Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco International Companies Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Daniel E. Draper | |
Name: | Dan Draper | |
Title: |
Managing Director Invesco PowerShares Global ETFs |
3
AMENDMENT NO. 13
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of October 28, 2016, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to remove Invesco Unconstrained Bond Fund and Invesco Strategic Income Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
The Contract is hereby amended to add the Fund to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows:
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Short Duration High Yield Municipal Fund and Invesco Strategic Real Return (series portfolios of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income Fund, Invesco Macro Allocation Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund and Invesco MLP Fund (series portfolios of AIF), the Invesco Global Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco International Companies Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
|
|
2. |
All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: |
/s/ John M. Zerr |
|
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: |
/s/ Dan Draper |
|
Name: | Dan Draper | |
Title: | Managing Director Invesco PowerShares Global ETFs |
3
AMENDMENT NO. 14
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of February 27, 2017, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to remove Invesco Macro International Equity Fund and Invesco Macro Long/Short Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Fund to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Short Duration High Yield Municipal Fund and Invesco Strategic Real Return (series portfolios of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund (series portfolios of AGS), Invesco Multi-Asset Income Fund, Invesco Macro Allocation Strategy Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund and Invesco MLP Fund (series portfolios of AIF), the Invesco Global Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco International Companies Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Daniel E. Draper | |
Name: | Dan Draper | |
Title: | Managing Director Invesco PowerShares Global ETFs |
3
AMENDMENT NO. 15
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of April 11, 2017, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add certain series portfolios of 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 Securities Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurers Series Trust (Invesco Treasurers Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Exchange Fund and Short-Term Investments Trust, as listed on the attached Exhibit A, which were approved by shareholders;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
The Contract is hereby amended to include the Funds listed on Exhibit A to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Funds Group (Invesco Funds Group) (AFG), AIM Growth Series (Invesco Growth Series) (AGS), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM Investment Securities Funds (Invesco Investment Securities Funds) (AIS), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (ATEF), AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (ATST), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (AVIF), Invesco Exchange Fund, Invesco Management Trust (IMT), Invesco Securities Trust (IST) and Short-Term Investments Trust (STIT) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect the funds set forth in Exhibit A attached hereto (each a Fund and collectively, the Funds); and
2. |
All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. |
||
Advisor |
||
By: |
/s/ John M. Zerr |
|
Name: |
John M. Zerr |
|
Title: |
Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC |
||
Sub-Advisor |
||
By: |
/s/ Dan Draper |
|
Name: |
Dan Draper |
|
Title: |
Managing Director Invesco PowerShares Global ETFs |
3
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Quality Income Fund
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Opportunities Fund
Invesco Global Responsibility Equity Fund
Invesco International Companies Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
4
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Premier Portfolio
Premier Tax-Exempt Portfolio
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Government & Agency Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Obligations Portfolio
5
AMENDMENT NO. 16
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of December 15, 2018, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to change the name of Premier Portfolio to Invesco Premier Portfolio and Premier Tax-Exempt Portfolio to Invesco Premier Tax-Exempt Portfolio, series portfolios of AIM Treasurers Series Trust (Invesco Treasurers Series Trust); and to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio, series portfolios of Short-Term Investments Trust, as listed on the attached Exhibit A, which were approved by shareholders;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to include the Funds listed on Exhibit A to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Funds Group (Invesco Funds Group) (AFG), AIM Growth Series (Invesco Growth Series) (AGS), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM Investment Securities Funds (Invesco Investment Securities Funds) (AIS), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (ATEF), AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (ATST), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (AVIF), Invesco Exchange Fund, Invesco Management Trust (IMT), Invesco Securities Trust (IST) and Short-Term Investments Trust (STIT) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect the funds set forth in Exhibit A attached hereto (each a Fund and collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: |
/s/ John M. Zerr |
|
Name: |
John M. Zerr |
|
Title: |
Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
Sub-Advisor
By: |
/s/ Daniel E. Draper |
|
Name: |
Dan Draper |
|
Title: |
Managing Director Invesco PowerShares Global ETFs |
3
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Quality Income Fund
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Opportunities Fund
Invesco Global Responsibility Equity Fund
Invesco International Companies Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
4
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Invesco Premier Portfolio
Invesco Premier Tax-Exempt Portfolio
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Invesco Government & Agency Portfolio
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
5
SUB-ADVISORY CONTRACT
This contract is made as of April 11, 2017, by and among Invesco Advisers, Inc. (the Adviser) and Invesco Asset Management (India) Private Limited (the Sub-Adviser).
WHEREAS:
A) | The Adviser has entered into an investment advisory agreement with [insert registrant name] (the Trust), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to the funds set forth in Exhibit A attached hereto (each a Fund); |
B) | The Adviser is authorized to delegate certain, any or all of its rights, duties and obligations under investment advisory agreements to sub-advisers, including sub-advisers that are affiliated with the Adviser; |
C) | The Sub-Adviser represents that it is registered with the U.S. Securities and Exchange Commission (SEC) as an investment adviser under the Investment Advisers Act of 1940 (Advisers Act) as an investment adviser, or will be so registered prior to providing any services to any of the Funds under this Contract, and engages in the business of acting as an investment adviser; and |
D) | The Sub-Adviser has been formed in part for the purpose of researching and compiling information and recommendations on the economies of various countries and securities of issuers located in such countries or on various types of investments and investment techniques, and providing investment advisory services in connection therewith. |
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment . The Adviser hereby appoints the Sub-Adviser as a sub-adviser of each Fund for the period and on the terms set forth herein. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Adviser . Subject to paragraph 7 below, the Adviser may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of each Fund. The services and the portion of the investments of each Fund to be advised or managed by the Sub-Adviser shall be as agreed upon from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser shall pay the salaries and fees of all personnel of such Sub-Adviser performing services for the Funds related to research, statistical and investment activities.
(a) Investment Advice . If and to the extent requested by the Adviser, the Sub-Adviser shall provide investment advice to one or more of the Funds and the Adviser with respect to all or a portion of the investments of such Fund(s) or with respect to various investment techniques, and in connection with such advice shall furnish such Fund(s) and the Adviser with such factual information, research reports and investment recommendations as the Adviser may reasonably require.
1
(b) Order Execution . If and to the extent requested by the Adviser, the Sub-Adviser shall place orders for the purchase and sale of portfolio securities or other investments for one or more of the Funds. In so doing, the Sub-Adviser agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management . If and to the extent requested by the Adviser, the Sub-Adviser shall, subject to the supervision of the Trusts Board of Trustees (the Board) and the Adviser, manage all or a portion of the investments of one or more of the Funds in accordance with the investment objectives, policies and limitations provided in the Trusts Registration Statement and such other limitations as the Trust or the Adviser may impose with respect to such Fund(s) by notice to the applicable Sub-Adviser and otherwise in accordance with paragraph 5 below. With respect to the portion of the investments of a Fund under its management, the Sub-Adviser is authorized to: (i) make investment decisions on behalf of the Fund with regard to any stock, bond, other security or investment instrument, including but not limited to foreign currencies, futures, options and other derivatives, and with regard to borrowing money; (ii) place orders for the purchase and sale of securities or other investment instruments with such brokers and dealers as the Sub-Adviser may select; and (iii) upon the request of the Adviser, provide additional investment management services to the Fund, including but not limited to managing the Funds cash and cash equivalents and lending securities on behalf of the Fund. In selecting brokers or dealers to execute trades for the Funds, the Sub-Adviser will comply with its written policies and procedures regarding brokerage and trading, which policies and procedures shall have been approved by the Board. All discretionary investment management and any other activities of the Sub-Adviser shall at all times be subject to the control and direction of the Adviser and the Board.
3. Broker-Dealer Relationships . The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, the Advisers other clients, or a Sub-Advisers other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to such Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and such Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to a Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever a Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by such Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.
4. Books and Records . The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. The Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.
2
5. Further Duties .
(a) In all matters relating to the performance of this Contract, the Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations.
(b) The Sub-Adviser shall maintain compliance procedures for the Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 1940 Act) and the investment objective(s) and policies as stated in the Funds prospectuses and statements of additional information. The Sub-Adviser at its expense will provide the Adviser or the Trusts Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, the Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the 1940 Act) that it is or should be aware of or of any material violation of the Sub-Advisers compliance policies and procedures that pertain to the Funds.
(c) The Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Funds and to consult with the Board and the Adviser regarding the Funds investment affairs, including economic, statistical and investment matters related to the Sub-Advisers duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. The Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust.
(d) The Sub-Adviser will assist in the fair valuation of portfolio securities held by the Funds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trusts administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, the Sub-Adviser will assist the Funds and their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of a Funds net asset value per share.
(e) The Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, the Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Advisers last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Advisers code of ethics are reasonably designed to prevent access persons from violating the code of ethics.
3
(f) Upon request of the Adviser, the Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trusts Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Adviser or the Board, the Sub-Adviser will vote all proxies received in accordance with the Advisers proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Advisers proxy voting policy. The Sub-Adviser shall maintain and shall forward to the Funds or their designated agent such proxy voting information as is necessary for the Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.
(h) The Sub-Adviser shall provide the Funds custodian on each business day with information relating to all transactions concerning the assets of the Funds and shall provide the Adviser with such information upon request of the Adviser.
6. Services Not Exclusive . The services furnished by the Sub-Adviser hereunder are not to be deemed exclusive and such Sub-Adviser shall be free to furnish similar services to others so long as its services under this Contract are not impaired thereby. Nothing in this Contract shall limit or restrict the right of any director, officer or employee of the Sub-Adviser, who may also be a Trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
7. Use of Subsidiaries and Affiliates . The Sub-Adviser may perform any or all of the services contemplated hereunder, including but not limited to providing investment advice to the Funds pursuant to paragraph 2(a) above and placing orders for the purchase and sale of portfolio securities or other investments for the Funds pursuant to paragraph 2(b) above, directly or through such of its subsidiaries or other affiliates, as such Sub-Adviser shall determine; provided, however, that performance of such services through such subsidiaries or other affiliates shall have been approved, when required by the 1940 Act, by (i) a vote of a majority of the independent Trustees who are not parties to this Contract or interested persons (as defined in the 1940 Act) of a party to this Contract, other than as Board members (Independent Trustees), cast in person at a meeting called for the purpose of voting on such approval, and/or (ii) a vote of a majority of that Funds outstanding voting securities.
8. Compensation .
(a) The only fees payable to the Sub-Advisers under this Contract are for providing discretionary investment management services pursuant to paragraph 2(c) above. For such services, the Adviser will pay the Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that the Adviser receives from the Trust pursuant to its advisory agreement with the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which the Sub-Adviser shall have provided discretionary investment management services pursuant to paragraph 2(c) above for that month divided by the net assets of such Fund for that month. This fee shall be payable on or before the last business day of the next succeeding calendar month. This fee shall be reduced to reflect contractual or voluntary fee waivers or expense limitations by the Adviser, if any, in
4
effect from time to time as set forth in paragraph 9 below. In no event shall the aggregate monthly fees paid to the Sub-Adviser under this Contract exceed 40% of the monthly compensation that the Adviser receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fee waivers or expense limitations by the Adviser, if any.
(b) If this Contract becomes effective or terminates before the end of any month, the fees for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
(c) If the Sub-Adviser provides the services under paragraph 2(c) above to a Fund for a period that is less than a full month, the fees for such period shall be prorated according to the proportion which such period bears to the applicable full month.
9. Fee Waivers and Expense Limitations . If, for any fiscal year of a Fund, the amount of the advisory fee which such Fund would otherwise be obligated to pay to the Adviser is reduced because of contractual or voluntary fee waivers or expense limitations by the Adviser, the fee payable to the Sub-Adviser pursuant to paragraph 8 above shall be reduced proportionately; and to the extent that the Adviser reimburses the Fund as a result of such expense limitations, such Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement payments which the fee payable to the Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee under this Contract.
10. Limitation of Liability of Sub-Adviser and Indemnification . 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 a Fund or the Trust in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of such Sub-Adviser in the performance by such Sub-Adviser of its duties or from reckless disregard by such Sub-Adviser of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of the Sub-Adviser, who may be or become a Trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to a Fund or the Trust or acting with respect to any business of a Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, partner, employee, or agent or one under the control or direction of such Sub-Adviser even though paid by it.
11. Duration and Termination .
(a) This Contract shall become effective with respect to the Sub-Adviser upon the later of the date here above written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, if the Sub-Adviser is not so registered as of the date here above written; provided, however, that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Funds outstanding voting securities, when required by the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract shall continue in force and effect until June 30, 2018. Thereafter, if not terminated, with respect to each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the
5
purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to any Fund(s) or the Sub-Adviser, this Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days written notice to such Sub-Adviser; or (iii) by the Sub-Adviser on sixty days written notice to the Trust. Should this Contract be terminated with respect to the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. [Termination of this Contract with respect to one or more Fund(s) shall not affect the continued effectiveness of this Contract with respect to any remaining Fund(s).] This Contract will automatically terminate in the event of its assignment.
12. Amendment . No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and, when required by the 1940 Act, no amendment of this Contract shall be effective until approved by vote of a majority of the Funds outstanding voting securities.
13. Notices . Any notices under this Contract shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and the Adviser shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Until further notice to the other party, it is agreed that the address of the Sub-Adviser shall be [confirming address].
14. Governing Law . This Contract shall be construed in accordance with the laws of the State of Texas and the 1940 Act. To the extent that the applicable laws of the State of Texas conflict with the applicable provisions of the 1940 Act, the latter shall control.
15.
16. Miscellaneous . The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Contract shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Contract shall not be affected thereby. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Any question of interpretation of any term or provision of this Contract having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Contract is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
6
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: |
|
|
Name: |
John M. Zerr |
|
Title: |
Senior Vice President |
7
INVESCO ASSET MANAGEMENT (INDIA)
PRIVATE LIMITED
Sub-Adviser
By: |
|
|
Name: |
|
|
Title: |
|
8
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Floating Rate Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Small Cap Growth Fund
Invesco Quality Income Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Responsibility Equity Fund
Invesco International Companies Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
9
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Premier Portfolio
Premier Tax-Exempt Portfolio
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Government & Agency Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Obligations Portfolio
10
AMENDMENT NO. 1
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of December 15, 2017, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Adviser) and Invesco Asset Management (India) Private Limited (the Sub-Adviser).
WHEREAS, the parties agree to amend the Contract to to change the name of Premier Portfolio to Invesco Premier Portfolio and Premier Tax-Exempt Portfolio to Invesco Premier Tax-Exempt Portfolio, series portfolios of AIM Treasurers Series Trust (Invesco Treasurers Series Trust); and to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio, series portfolios of Short-Term Investments Trust;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: |
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Floating Rate Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Quality Income Fund
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Responsibility Equity Fund
Invesco International Companies Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Invesco Premier Portfolio
Invesco Premier Tax-Exempt Portfolio
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Invesco Government & Agency Portfolio
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: |
|
|
Name: | John M. Zerr | |
Title: | Senior Vice President |
INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED | ||
Sub-Adviser | ||
By: | ||
Name: | ||
Title: |
AMENDMENT NO. 15
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of February 27, 2017, amends the Master Distribution Agreement, made as of the 1 st day of July, 2014 (the Agreement), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a Trust), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the Distributor).
WHEREAS, the parties agree to amend the Agreement to remove Invesco Macro International Equity Fund and Invesco Macro Long/Short Fund;
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco California Tax-Free Income Trust
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco S&P 500 Index Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Small Cap Discovery Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Conservative Allocation Fund
Invesco Convertible Securities Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Multi-Asset Inflation Fund
Invesco Moderate Allocation Fund
Invesco Small Cap Growth Fund
Invesco Quality Income Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Opportunities Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Global Responsibility Equity Fund
Invesco International Companies Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Greater China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund
Invesco World Bond Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Short Duration Inflation Protected Fund
Invesco Government Money Market Fund 1
Invesco Real Estate Fund
Invesco Short Term Bond Fund
1 | Invesco Government Money Market Fund has two prospectuses, one for Class B, C, Cash Reserve and Investor Class Shares and one for Class AX, BX and CX Shares |
2
Invesco U.S. Government Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco American Value Fund
Invesco Comstock Fund
Invesco Dividend Income Fund
Invesco Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Premier Portfolio
Premier Tax-Exempt Portfolio
Premier U.S. Government Money Portfolio
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Tax-Exempt Cash Fund
Invesco Limited Term Municipal Income Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Management Trust
Invesco Conservative Income Fund
3
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Government & Agency Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Obligations Portfolio
Treasury Portfolio
4
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed in duplicate on the day and year first above written.
Each Trust (listed on Schedule A) on behalf of the Shares of each Fund listed on Schedule A | ||
By: | /s/ John M. Zerr | |
Name: John M. Zerr | ||
Title: Senior Vice President | ||
INVESCO DISTRIBUTORS, INC. | ||
By: | /s/ Brian Thorp | |
Name: Brian Thorp | ||
Title: Vice President |
5
AMENDMENT NO. 16
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of December 15, 2017, amends the Master Distribution Agreement, made as of the 1 st day of July, 2014 (the Agreement), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a Trust), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the Distributor).
WHEREAS, the parties agree to amend the Agreement to change the name of Premier Portfolio to Invesco Premier Portfolio, Premier Tax-Exempt Portfolio to Invesco Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio to Invesco Premier U.S. Government Money Portfolio, series portfolios of AIM Treasurers Series Trust (Invesco Treasurers Series Trust); and to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Liquid Assets Portfolio to Invesco Liquid Assets Portfolio, STIC Prime Portfolio to Invesco STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio and Treasury Portfolio to Invesco Treasury Portfolio, series portfolio of Short-Term Investments Trust;
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco California Tax-Free Income Trust
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco S&P 500 Index Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Small Cap Discovery Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Conservative Allocation Fund
Invesco Convertible Securities Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Multi-Asset Inflation Fund
Invesco Moderate Allocation Fund
Invesco Small Cap Growth Fund
Invesco Quality Income Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Opportunities Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Global Responsibility Equity Fund
Invesco International Companies Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Greater China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund
Invesco World Bond Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
2
Invesco High Yield Fund
Invesco Short Duration Inflation Protected Fund
Invesco Government Money Market Fund 1
Invesco Real Estate Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco American Value Fund
Invesco Comstock Fund
Invesco Dividend Income Fund
Invesco Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Invesco Premier Portfolio
Invesco Premier Tax-Exempt Portfolio
Invesco Premier U.S. Government Money Portfolio
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Tax-Exempt Cash Fund
Invesco Limited Term Municipal Income Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
1 | Invesco Government Money Market Fund has two prospectuses, one for Class B, C, Cash Reserve and Investor Class Shares and one for Class AX, BX and CX Shares |
3
Invesco V.I. Government Money Market Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Invesco Government & Agency Portfolio
Invesco Liquid Assets Portfolio
Invesco STIC Prime Portfolio
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
Invesco Treasury Portfolio
4
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed in duplicate on the day and year first above written.
Each Trust (listed on Schedule A) on behalf of the Shares of each Fund listed on Schedule A | ||
By: | /s/ John M. Zerr | |
Name: John M. Zerr | ||
Title: Senior Vice President | ||
INVESCO DISTRIBUTORS, INC. | ||
By: | /s/ Brian Thorp | |
Name: Brian Thorp | ||
Title: Vice President |
5
AMENDMENT NO. 6
TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES
AGREEMENT
This Amendment dated December 15, 2017, amends the Second Amended and Restated Master Administrative Services Agreement (the Agreement), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and Short-Term Investments Trust, a Delaware statutory trust is hereby amended as follows:
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Liquid Assets Portfolio to Invesco Liquid Assets Portfolio, STIC Prime Portfolio to Invesco STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio and Treasury Portfolio to Invesco Treasury Portfolio;
NOW, THEREFORE, the parties agree as follows;
1. | Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following: |
APPENDIX A
FEE SCHEDULE TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES
AGREEMENT
OF
SHORT-TERM INVESTMENTS TRUST
Portfolios |
Effective Date of Agreement |
|
Invesco Government & Agency Portfolio | July 1, 2006 | |
Invesco Liquid Assets Portfolio | July 1, 2006 | |
Invesco STIC Prime Portfolio | July 1, 2006 | |
Invesco Tax-Free Cash Reserve Portfolio | April 30, 2008 | |
Invesco Treasury Portfolio | July 1, 2006 | |
Invesco Treasury Obligations Portfolio | July 1, 2006 |
The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:
Rate* |
Net Assets | |
0.023% |
First $1.5 billion | |
0.013% |
Next $1.5 billion | |
0.003% |
Over $3 billion |
* | Annual minimum fee is $50,000. An additional $5,000 per class of shares is charged for each class other than the initial class. The $5,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000. |
In addition to the rate described above, Government & Agency Portfolio, Government Tax Advantage Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio and Treasury Portfolio shall also pay the Administrator 0.03% for the provision of the Money Market Fund Administrative Services.
2. | All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. |
INVESCO ADVISERS, INC. | ||||||
Attest: |
/s/ Peter A. Davidson |
By: |
/s/ John M. Zerr |
|||
Assistant Secretary | John M. Zerr | |||||
Senior Vice President | ||||||
(SEAL) | ||||||
SHORT-TERM INVESTMENTS TRUST | ||||||
Attest: |
/s/ Peter A. Davidson |
By: |
/s/ John M. Zerr |
|||
Assistant Secretary | John M. Zerr | |||||
Senior Vice President |
(SEAL)
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 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 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 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 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 | December 31, 2017 | ||||||||||||
Class C Shares |
Contractual | 1.54% | September 30, 2015 | December 31, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 0.54% | September 30, 2015 | December 31, 2017 | ||||||||||||
Class Y Shares |
Contractual | 0.54% | September 30, 2015 | December 31, 2017 | ||||||||||||
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 | 082% 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 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 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 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 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 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 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 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 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 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 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
Limitation |
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 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 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 1, 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 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
Limitation |
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 Y Shares |
Contractual | 0.99% | 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 | ||||
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 Y Shares |
Contractual | 1.75% | July 1, 2012 | 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 Y Shares |
Contractual | 1.03% | 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 | ||||
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 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
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 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 |
See page 17 for footnotes to Exhibit A.
14
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
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 | ||||
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 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 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 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 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 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 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 | June 30, 2017 | ||||
Class B Shares |
Contractual | 1.59% | July 1, 2016 | June 30, 2017 | ||||
Class C Shares |
Contractual | 1.59% | July 1, 2016 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 0.59% | July 1, 2016 | June 30, 2017 | ||||
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 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 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 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 |
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. |
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, 2017 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2017 | ||||
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, 2017 | ||||
Series II Shares |
Contractual | 0.86% | April 30, 2015 | April 30, 2017 | ||||
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: |
/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, 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 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 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 | December 31, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.50% | December 16, 2016 | December 31, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.50% | December 16, 2016 | December 31, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.00% | December 16, 2016 | December 31, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 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 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 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 Y Shares |
Contractual | 1.25% | October 3, 2008 | June 30, 2018 | ||||||||||||
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 Y Shares |
Contractual | 1.75% | July 1, 2009 | 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 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 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 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 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 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 | December 31, 2018 | ||||||||||
Class C Shares |
Contractual |
1.54% |
September 30, 2015 | December 31, 2018 | ||||||||||
Class R5 Shares |
Contractual |
0.54% |
September 30, 2015 | December 31, 2018 | ||||||||||
Class R6 Shares |
Contractual |
0.54% |
April 4, 2017 | December 31, 2018 | ||||||||||
Class Y Shares |
Contractual |
0.54% |
September 30, 2015 | December 31, 2018 | ||||||||||
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 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 | December 31, 2018 | ||||||||||
Class C Shares |
Contractual |
1.57% less net AFFE* |
April 30, 2014 | December 31, 2018 | ||||||||||
Class R Shares |
Contractual |
1.07% less net AFFE* |
April 30, 2014 | December 31, 2018 | ||||||||||
Class R5 Shares |
Contractual |
0.57% less net AFFE* |
April 30, 2014 | December 31, 2018 | ||||||||||
Class R6 Shares |
Contractual |
0.57% less net AFFE* |
April 30, 2014 | December 31, 2018 | ||||||||||
Class Y Shares |
Contractual |
0.57% less net AFFE* |
April 30, 2014 | December 31, 2018 |
See page 18 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, 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 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 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 S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||||||||||
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, 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 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 | April 30, 2019 | ||||||||||||
Class B Shares |
Contractual | 1.97% | January 1, 2017 | April 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 1.97% | January 1, 2017 | April 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 1.47% | January 1, 2017 | April 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 0.97% | January 1, 2017 | April 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 0.97% | April 4, 2017 | April 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 0.97% | January 1, 2017 | April 30, 2019 | ||||||||||||
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 Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 |
See page 18 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, 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 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
Current Limit |
Expiration
Date |
||||||||||
Invesco Alternative Strategies Fund |
||||||||||||||
Class A Shares |
Contractual | 1.44% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Invesco Balanced-Risk Retirement 2020 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2019 | ||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2019 | ||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2019 | ||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Invesco Balanced-Risk Retirement 2030 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2019 | ||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2019 | ||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2019 | ||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Invesco Balanced-Risk Retirement 2040 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2019 | ||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2019 | ||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2019 | ||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 |
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 2050 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2019 | ||||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2019 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
Invesco Balanced-Risk Retirement Now Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2019 | ||||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2019 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2019 | ||||||||||||
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 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 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 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 Y Shares |
Contractual | 1.75% | July 1, 2012 | 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 Income Allocation Fund |
||||||||||||||
Class A Shares |
Contractual | 0.25% | May 1, 2012 | April 30, 2019 | ||||||||||
Class B Shares |
Contractual | 1.00% | May 1, 2012 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.00% | May 1, 2012 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 0.50% | May 1, 2012 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.00% | April 4, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2019 | ||||||||||
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 Y Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2018 | ||||||||||
Invesco Mid Cap Core 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 Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Invesco Moderate 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 Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Invesco Multi-Asset Inflation Fund |
||||||||||||||
Class A Shares |
Contractual | 1.02% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.77% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.27% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.77% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.77% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.77% less net AFFE* | January 1, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2015 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2020 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 |
See page 18 for footnotes to Exhibit A.
8
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Peak Retirement 2025 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2030 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2035 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2040 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2045 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2050 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2055 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Invesco Peak Retirement 2060 Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 | ||||||||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2019 |
See page 18 for footnotes to Exhibit A.
9
See page 18 for footnotes to Exhibit A.
10
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Global Opportunities Fund |
||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2019 | ||||
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 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 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.60% | June 30, 2016 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.10% | June 30, 2016 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.60% | June 30, 2016 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.60% | June 30, 2016 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.60% | June 30, 2016 | February 28, 2019 | ||||
Invesco International Companies Fund |
||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2019 | ||||
Invesco International Core Equity Fund |
||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | February 28, 2019 | ||||
Class B Shares |
Contractual | 1.87% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2019 | ||||
Investor Class Shares |
Contractual | 1.12% | January 1, 2017 | February 28, 2019 | ||||
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 Y Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||
Invesco Select Opportunities Fund |
||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2019 |
See page 18 for footnotes to Exhibit A.
11
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, 2019 | ||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2019 | ||||
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 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 Y Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2018 | ||||
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 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 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2019 | ||||
Invesco Emerging Markets Flexible Bond Fund |
||||||||
Class A Shares |
Contractual | 1.24% | June 14, 2010 | February 28, 2019 | ||||
Class B Shares |
Contractual | 1.99% | June 14, 2010 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.99% | June 14, 2010 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.49% | June 14, 2010 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.99% | June 14, 2010 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.99% | September 24, 2012 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.99% | June 14, 2010 | February 28, 2019 |
See page 18 for footnotes to Exhibit A.
12
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
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 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% | July 1, 2012 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | April 4, 2017 | 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 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.03% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.53% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2019 | ||||
Invesco Global Market Neutral Fund |
||||||||
Class A Shares |
Contractual | 1.50% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2019 | ||||
Invesco Global Targeted Returns Fund 4 |
||||||||
Class A Shares |
Contractual | 1.44% less net AFFE* | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 28, 2019 | ||||
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 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 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.34% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.84% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.34% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.34% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.34% | January 1, 2017 | February 28, 2019 |
See page 18 for footnotes to Exhibit A.
13
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Low Volatility Emerging Markets Fund |
||||||||
Class A Shares |
Contractual | 1.33% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2019 | ||||
Invesco MLP Fund |
||||||||
Class A Shares |
Contractual | 1.28% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.03% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.53% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2019 | ||||
Invesco Macro Allocation Strategy Fund 5 |
||||||||
Class A Shares |
Contractual | 1.44% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 2.19% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.69% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 1.19% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 1.19% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 1.19% | January 1, 2017 | February 28, 2019 | ||||
Invesco Multi-Asset Income Fund |
||||||||
Class A Shares |
Contractual | 0.85% | January 1, 2017 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.60% | January 1, 2017 | February 28, 2019 | ||||
Class R Shares |
Contractual | 1.10% | January 1, 2017 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.60% | January 1, 2017 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.60% | January 1, 2017 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.60% | January 1, 2017 | February 28, 2019 | ||||
Invesco Pacific Growth 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 R Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Invesco Select Companies 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% | April 4, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
Invesco U.S. Managed Volatility Fund |
||||||||
Class R6 Shares |
Contractual | 0.15% | December 18, 2017 | February 28, 2019 | ||||
Invesco World Bond Fund |
||||||||
Class A Shares |
Contractual | 0.94% | December 1, 2016 | February 28, 2019 | ||||
Class B Shares |
Contractual | 1.69% | December 1, 2016 | February 28, 2019 | ||||
Class C Shares |
Contractual | 1.69% | December 1, 2016 | February 28, 2019 | ||||
Class R5 Shares |
Contractual | 0.69% | December 1, 2016 | February 28, 2019 | ||||
Class R6 Shares |
Contractual | 0.69% | December 1, 2016 | February 28, 2019 | ||||
Class Y Shares |
Contractual | 0.69% | December 1, 2016 | February 28, 2019 |
See page 18 for footnotes to Exhibit A.
14
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, 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 Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||
Invesco Global Real Estate 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 Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
Invesco High Yield 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 R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2018 | ||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2018 | ||||
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 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 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 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 Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
15
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 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 Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Invesco Energy 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% | April 4, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||
Invesco Dividend Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | September 1, 2016 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | September 1, 2016 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2018 | ||||
Investor Class Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2018 | ||||
Invesco Gold & Precious Metals 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 R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||
Invesco Mid Cap Growth Fund |
||||||||
Class A Shares |
Contractual | 2.00% | August 1, 2015 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | August 1, 2015 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | August 1, 2015 | June 30, 2018 | ||||
Class R Shares |
Contractual | 2.25% | August 1, 2015 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2018 | ||||
Invesco Small Cap Value 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% | February 7, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
16
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Technology 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% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 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 Technology Sector Fund |
||||||||
Class A Shares |
Contractual | 2.00% | February 12, 2010 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | February 12, 2010 | June 30, 2018 | ||||
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 Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
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, 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 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 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 | ||||
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 Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
17
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
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 Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||
Invesco Management Trust | ||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Conservative Income Fund |
||||||||
Institutional Class |
Contractual | 0.30% | January 1, 2018 | December 31, 2018 | ||||
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, 2019 |
* | 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
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Government & Agency Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2018 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2018 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2018 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2018 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2018 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2018 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2018 | ||||||||||||
Invesco Liquid Assets Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2018 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2018 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2018 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2018 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2018 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2018 | ||||||||||||
Resource Class |
Contractual | 0.38% | June 1, 2016 | December 31, 2018 | ||||||||||||
Invesco STIC Prime Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2018 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2018 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2018 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2018 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2018 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2018 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2018 | ||||||||||||
Invesco Tax-Free Cash Reserve Portfolio 2 |
||||||||||||||||
Cash Management Class |
Contractual | 0.28% | June 1, 2016 | December 31, 2018 | ||||||||||||
Corporate Class |
Contractual | 0.23% | June 1, 2016 | December 31, 2018 | ||||||||||||
Institutional Class |
Contractual | 0.20% | June 1, 2016 | December 31, 2018 | ||||||||||||
Personal Investment Class |
Contractual | 0.75% | June 1, 2016 | December 31, 2018 | ||||||||||||
Private Investment Class |
Contractual | 0.45% | June 1, 2016 | December 31, 2018 | ||||||||||||
Reserve Class |
Contractual | 1.07% | June 1, 2016 | December 31, 2018 | ||||||||||||
Resource Class |
Contractual | 0.36% | June 1, 2016 | December 31, 2018 | ||||||||||||
Invesco Treasury Obligations Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2018 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2018 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2018 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2018 | ||||||||||||
Private Investment Class |
Contractual | 0.43% | June 1, 2016 | December 31, 2018 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2018 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2018 | ||||||||||||
Invesco Treasury Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2018 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2018 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2018 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2018 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2018 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2018 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2018 |
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/
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, 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, 2019 | ||||
Series II Shares |
Contractual | 1.05% less net AFFE* | May 1, 2014 | April 30, 2019 | ||||
Invesco V.I. Comstock Fund |
||||||||
Series I Shares |
Contractual | 0.78% | May 1, 2013 | April 30, 2019 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2019 | ||||
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, 2019 | ||||
Series II Shares |
Contractual | 0.86% | April 30, 2015 | April 30, 2019 | ||||
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, 2019 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2019 | ||||
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
CONSENT OF COUNSEL
SHORT-TERM INVESTMENTS TRUST
We hereby consent to the use of our name and to the reference to our firm under the caption Investment Advisory and Other Services Other Service Providers Counsel to the Trust in the Statement of Additional Information for each portfolio of Short-Term Investments Trust (the Trust) included in Post-Effective Amendment No. 77 to the Registration Statement under the Securities Act of 1933, as amended (No. 002-58287), and Amendment No. 78 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-02729), on Form N-1A of the Trust.
/s/ Stradley Ronon Stevens & Young, LLP
Stradley Ronon Stevens & Young, LLP
Philadelphia, Pennsylvania
December 13, 2017
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Short-Term Investments Trust of our reports dated October 30, 2017, relating to the financial statements and financial highlights, which appear in Invesco Liquid Assets Portfolios (formerly Liquid Assets Portfolio), Invesco STIC Prime Portfolios (formerly STIC Prime Portfolio), Invesco Treasury Portfolios (formerly Treasury Portfolio), Invesco Government & Agency Portfolios (formerly Government & Agency Portfolio), Invesco Treasury Obligations Portfolios (formerly Treasury Obligations Portfolio) and Invesco Tax-Free Cash Reserve Portfolios (formerly Tax-Free Cash Reserve Portfolio) Annual Reports on Form N-CSR for the year ended August 31, 2017. We also consent to the references to us under the headings Financial Highlights, Financial Statements and Other Service Providers in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
December 12, 2017
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 | % | 0.55 | % | |||||||
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 | % |
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
AMENDMENT NO. 8
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 December 15, 2017, as follows:
WHEREAS, the parties desire to change the name of Premier Portfolio to Invesco Premier Portfolio, a series portfolio of AIM Treasurers Series Trust (Invesco Treasurers Series Trust); and to change the name of Government & Agency Portfolio to Invesco Government & Agency Portfolio, Treasury Obligations Portfolio to Invesco Treasury Obligations Portfolio, Liquid Assets Portfolio to Invesco Liquid Assets Portfolio, STIC Prime Portfolio to Invesco STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio to Invesco Tax-Free Cash Reserve Portfolio and Treasury Portfolio to Invesco Treasury Portfolio, series portfolio of Short-Term Investments 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 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 |
%
% % % % |
A-1
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 |
%
% % % |
||||
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 |
|
0.15
0.40 0.50 0.25 |
%
% % % |
|
0.15
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)
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 | % |
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 |
||||||||||
Invesco 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 |
%
% % % % % |
||||
Invesco 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 |
%
% % % % % |
||||
Invesco 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 |
%
% % % % % |
||||
Invesco 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 |
%
% % % % % |
||||
Invesco 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
Invesco 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 Shares shall 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. |
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(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. |
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(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. |
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(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. |
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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, 2016.
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TWENTY-THIRD 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 C Shares shall mean those Shares designated as Class C Shares in the Funds organizing documents. |
(j) | Class CX Shares shall mean those Shares designated as Class CX Shares in the Funds organizing documents. |
(k) | Class F Shares shall mean those Shares designated as Class F Shares in the Funds organizing documents. |
(l) | Class P Shares shall mean those Shares designated as Class P Shares in the Funds organizing documents. |
(m) | Class R Shares shall mean those Shares designated as Class R Shares in the Funds organizing documents. |
(n) | Class R5 Shares shall mean those Shares designated as Class R5 Shares in the Funds organizing documents. |
(o) | Class R6 Shares shall mean those Shares designated as Class R6 Shares in the Funds organizing documents. |
(p) | Class RX Shares shall mean those Shares designated as Class RX Shares in the Funds organizing documents. |
(q) | Class S Shares shall mean those Shares designated as Class S Shares in the Funds organizing documents. |
(r) | Class T Shares shall mean those Shares designated as Class T Shares in the Funds organizing documents. |
(s) | Class Y Shares shall mean those Shares designated as Class Y Shares in the Funds organizing documents. |
(t) | Distribution Expenses expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto. |
(u) | Distribution Fee a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses. |
(v) | Distributor Invesco Distributors, Inc. |
(w) | Fund those investment companies advised by Invesco Advisers, Inc. which have adopted this Plan. |
(x) | Institutional 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. |
(y) | Investor Class Shares shall mean those Shares designated as Investor Class Shares in the Funds organizing documents. |
(z) | Plan of Distribution any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee. |
(aa) | Portfolio a series of the Shares of a Fund constituting a separate investment portfolio of the Fund. |
(bb) | Prospectus the then currently effective prospectus and statement of additional information of a Portfolio. |
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(cc) | 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. |
(dd) | 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. |
(ee) | Share a share of beneficial interest in a Fund. |
(ff) | 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. |
(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 |
3
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 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. |
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(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 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. |
(f) | 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. |
(g) | 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. |
(h) | 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. |
(i) | Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(j) | Class R Shares. Class R Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
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(k) | Class RX Shares. Class RX Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(l) | Class S Shares. Class S Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(m) | Class Y Shares. Class Y Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
(n) | Class R5 Shares. Class R5 Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
(o) | Class R6 Shares. Class R6 Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
(p) | Institutional 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. |
(q) | Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. |
(r) | 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 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. |
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(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 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. |
(e) | 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. |
(f) | 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. |
(g) | 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. |
(h) | CDSC Computation. The CDSC payable upon redemption of Invesco Cash Reserve Shares, Class A Shares, Class AX 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. |
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(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. | 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. |
9. | 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. |
10. | 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, November 30, 2016 and December 1, 2017.
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Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2017
Code of Ethics | 1 |
TABLE OF CONTENTS
Section |
Item |
Page | ||||||||||||||
I. | Introduction | 3 | ||||||||||||||
II. | Statement of Fiduciary Principles | 3 | ||||||||||||||
III. | Compliance with Laws, Rules and Regulations; Reporting of Violations | 4 | ||||||||||||||
IV. | Limits on Personal Investing | 4 | ||||||||||||||
A. Personal Investing | 4 | |||||||||||||||
1 | Pre-clearance of Personal Securities Transactions | 4 | ||||||||||||||
2 | Blackout Period | 5 | ||||||||||||||
| De Minimis Exemptions | 6 | ||||||||||||||
3 | Prohibition of Short-Term Trading Profits | 7 | ||||||||||||||
4 | Initial Public Offerings | 7 | ||||||||||||||
5 | Prohibition of Short Sales by Investment Personnel | 7 | ||||||||||||||
6 | Restricted List Securities | 8 | ||||||||||||||
7 | Other Criteria Considered in Pre-clearance | 8 | ||||||||||||||
8 | Covered Account Requirements | 8 | ||||||||||||||
9 | Private Securities Transactions | 8 | ||||||||||||||
10 | Limited Investment Opportunity | 9 | ||||||||||||||
11 | Excessive Short-Term Trading in Funds | 9 | ||||||||||||||
B. Invesco Ltd. Securities | 9 | |||||||||||||||
C. Limitations on Other Personal Activities | 10 | |||||||||||||||
1 | Outside Business Activities | 10 | ||||||||||||||
2 | Gifts and Entertainment | 10 | ||||||||||||||
| Gifts | 10 | ||||||||||||||
| Entertainment | 10 | ||||||||||||||
3 | U.S. Department of Labor Reporting | 11 | ||||||||||||||
D. Parallel Investing Permitted | 11 | |||||||||||||||
V. | Reporting Requirements | 11 | ||||||||||||||
a. | Initial Holdings Reports | 11 | ||||||||||||||
b. | Quarterly Transaction Reports | 12 | ||||||||||||||
c. | Annual Holdings Reports | 13 | ||||||||||||||
d. | Gifts and Entertainment Reporting | 13 | ||||||||||||||
e. | Certification of Compliance | 13 | ||||||||||||||
VI. | Reporting of Potential Compliance Issues | 13 | ||||||||||||||
VII. | Administration of the Code of Ethics | 14 | ||||||||||||||
VIII. | Sanctions | 14 | ||||||||||||||
IX. | Exceptions to the Code | 14 | ||||||||||||||
X. | Definitions | 14 | ||||||||||||||
XI. | Invesco Ltd. Policies and Procedures | 17 | ||||||||||||||
XII. | Code of Ethics Contacts | 17 |
Code of Ethics | 2 |
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2017)
I. Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to Invesco Advisers, Inc., Invesco Advisers, Incs. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all of their Covered Persons. Covered Persons include:
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations, or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.; |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and |
| any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be deemed to be Covered Persons by Compliance. |
Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Persons under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual funds.
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons:
| the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of his or her positions; and |
Code of Ethics | 3 |
| all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility; and |
| this Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. |
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section VI. of this Code under Reporting of Potential Compliance Issues.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance, using the automated review system, all personal security transactions involving Covered Securities in which they have a Beneficial Interest unless otherwise indicated below. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval. Good-until-cancelled orders (GTCs) are not allowed.
Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including, but not limited to, stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options and futures. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities.
All transactions in Invesco Ltd. securities must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is
Code of Ethics | 4 |
obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
The Following Pre-clearance Exemptions Apply :
Invesco Affiliated OpenEnd Mutual Funds : All Affiliated Open-End Mutual Funds must be held with an Approved Broker, at the Affiliated Mutual Funds transfer agent, in the CollegeBound 529 Savings Plan, or in the Invesco 401(k). Pre-clearance is not required for transactions in Affiliated Funds as long as the shares are held in compliance with this requirement.
CollegeBound 529 Savings Plan : All transactions in the CollegeBound 529 Savings Plan are exempt from pre-clearance.
Exchange Traded Products : Employees are exempt from pre-clearing broad-based Exchange Traded Products such as Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs) and Exchange Traded Commodities (ETCs) as described on the Pre-clearance Exempt ETF List , and any derivatives of these securities such as options. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared .
Currencies, commodities : Employees are exempt from pre-clearing transactions in currencies and commodities.
Options, futures and all other derivatives based on an index of securities, currencies, and commodities : Employees are exempt from pre-clearing transactions in derivatives of an index of securities, currencies and commodities.
All Covered Securities are still subject to requirements and limits on personal investing as described in Section IV. and V. of the Code, irrespective of whether pre-clearance is required.
Exempted Securities:
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised or sub-advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust. (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at codeofethicsnorthamerica@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:
2. Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
Code of Ethics | 5 |
| Non-Investment Personnel. |
| may not buy or sell a Covered Security within two trading days after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
| Investment Personnel. |
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
For practical purposes, an Employee without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Employees, trading with pre-clearance approval granted prior to a Client transaction will not be considered a violation of this Code of Ethics. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while he or she was aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code of Ethics.
De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
| Equity de minimis exemptions . |
| If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index or any of the main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link: |
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/De%20Minimis%20Indices%20List.pdf
| If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting Client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
| Fixed income de minimis exemption . If a Covered Person does not have knowledge of Client trading activity in a particular fixed income security he or she |
Code of Ethics | 6 |
may execute up to $100,000 of par value of such security in a rolling 30-day period. |
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have potential access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
| A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
| Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
3. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.s choice and a letter of education may be issued to the Covered Person. Transactions in currencies, commodities and derivatives (such as options and futures) based on an index of securities, currencies, and commodities are exempt from the 60 day holding period. This exemption does not apply to derivatives of individual securities. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
4. Initial Public Offerings . Covered Persons are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Persons business unit.
5. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in his or her personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
Code of Ethics | 7 |
6. Prohibition on Investment Clubs . Participation in a club with the purpose of pooling money and investing based on group investment decisions is prohibited.
7. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
8. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
9. Covered Account Requirements.
a. US Approved Brokers:
The following link, posted on the Invesco intranet site, includes a list of US Approved Brokers. These brokers provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
b. US Brokerage Account may only be held with::
| US Approved Brokers; |
| Full service broker-dealers, that are not a US Approved Broker, with which a Covered Person has engaged an investment advisor; or in limited circumstances, |
| Qualified retirement plans (such as external 401(k)s, 403(b)s, etc.) or other similar accounts that Covered Persons are not legally able to transfer. |
Note: Accounts in which all trading is completed online and without a financial advisor, called a discount brokerage account, must be held with an Approved Broker.
Covered Persons located outside of the US are not subject to US Approved Broker requirements.
c. US Open End Affiliated Mutual Funds may only be held through:
| US Approved Brokers; |
| The Invesco CollegeBound 529 Plan; or |
| Invescos transfer agency, Invesco Investment Services, Inc. |
d. Discretionary Managed Accounts. In order to establish a discretionary managed account, a Covered Person must grant the manager complete investment discretion over a
Code of Ethics | 8 |
Covered Persons account. Pre-clearance is not required for trades in this account; however, a Covered Person may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude a Covered Person from establishing investment guidelines for the manager, such as indicating industries in which a Covered Person desires to invest, the types of securities a Covered Person wants to purchase or a Covered Persons overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that a Covered Person is actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.
10. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnels business unit when they are involved in a Clients subsequent consideration of an investment in the same issuer. The business units decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
11. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a limited investment opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance. Limited investment opportunities offered directly from Invesco to employees are not subject to pre-clearance requirements, including but not limited to, the Invesco Real Estate ESCs and WLR funds. All Limited investment opportunities are subject to the reporting requirements outlined in section V below.
12. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations outlined in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
Code of Ethics | 9 |
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV.A.8 of this Code.
C. Limitations on Other Personal Activities
1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment . The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which Employees may accept or give Gifts or Entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
To avoid the appearance of any potential conflict of interest, under no circumstances may an Employee:
| Give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency; |
| Give or accept cash or any possible cash equivalent from a broker or vendor; |
| Reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance; or |
| Provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved. |
| Gifts . Employees are prohibited from accepting or giving the following: a Gift valued in excess of annual FINRA limits; or Gifts from one person or firm valued in excess of annual FINRA limits in the aggregate during a calendar year period. |
| Entertainment . Examples of Entertainment that may be considered excessive in value include Super Bowls, the Masters, Wimbledon, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive. |
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Employees who are unsure if an event would be permissible should contact compliance prior to attending to confirm if the event would be considered excessive.
3. U.S. Department of Labor Reporting: Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as union officials). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official that do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.s policy to require that ALL Gifts or Entertainment furnished by an Employee, regardless of whether the gift is given to a union or union official, be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc., Finance Departments expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. In addition to reporting the Gift or Entertainment in the expense tracking system, Covered Persons must also follow department guidelines for reporting requirements in other systems. Each item reported must include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
Covered Persons should contact Compliance if clarification is required regarding reporting requirements for payments to a union or union official. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
V. Reporting Requirements
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
|
A list of all security holdings, including the security name, the number of shares (for equities) and the principal amount (for debt securities) in which the Covered Person has direct or indirect Beneficial Interest. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family |
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sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements;
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of any broker-dealer or bank with which the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person; and |
| The date that the report is submitted by the Covered Person to Compliance. |
b. Quarterly Transaction Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions during the quarter in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The nature of the transaction (buy, sell, etc.); |
| The security identifier (CUSIP, symbol, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted by the Covered Person to Compliance. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an limited investment opportunity, Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k) or accounts held directly with Invesco in the Quarterly Transaction Report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted by the Covered Person to Compliance. |
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Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:
| A list of all security holdings, including the security name, the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; and |
| The date that the report is submitted by the Covered Person to Compliance. |
d. Gifts and Entertainment Reporting.
| Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. The requirement to report Entertainment includes dinners or any other event with a business partner of Invesco Advisers, Inc. in attendance. |
| Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employees business unit. All Employees should contact his or her manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner. |
e. Certification of Compliance. All Covered Persons must certify annually in writing that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify in writing annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by Invesco Advisers, Inc. and the relevant funds boards. All Covered Persons must certify in writing within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
VI. Reporting of Potential Compliance Issues
Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with his or her
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supervisor, department head or with Invesco Advisers, Inc.s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Whistleblower Hotline at 1-855-234-9780. This hotline is available to employees of multiple operating units of Invesco Ltd. Employees may also report his or her concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.ethicspoint.com . To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VII. Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the Affiliated Mutual Funds Boards of Trustees a written report that:
| describes significant issues arising under the Code since the last report to the funds board, including information about material violations of the Code and sanctions imposed in response to material violations; and |
| certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
VIII. Sanctions
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
IX. Exceptions to the Code
Invesco Advisers, Inc.s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
X. Definitions
| Affiliated Mutual Funds generally includes all open-end or closed-end mutual funds advised or sub-advised by Invesco Advisers, Inc. |
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| Automatic Investment Plan/Dividend Reinvestment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
| Beneficial Interest has the same meaning as the ownership interest of a beneficial owner pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a Beneficial Interest, Covered Persons must have directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements. |
| Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds. |
| Control has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
| Covered Person means and includes: |
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed to be Covered Persons by Compliance. |
Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Person under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual Funds.
| Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following: |
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| Direct obligations of the Government of the United States or its agencies; |
| Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
| Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.; |
| Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust; |
| Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. |
| Employee means and includes: |
| Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance. |
| Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
| Independent Trustee means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act. |
| Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act. |
| Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors. |
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| Investment Personnel means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1. |
| Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
| Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authoritys (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded. |
| Restricted List Securities means the list of securities that are provided to the Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit). |
| Trustee means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc. |
XI. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Political Contributions Policy and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XII. IVZ Global Code of Ethics Contacts
| Telephone Hotline: 1-877-331-CODE [2633] |
| E-Mail: codeofethicsnorthamerica@invesco.com |
Last Revised: January 1, 2017
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INVESCO UK
CODE OF ETHICS
2017
2017 Code of Ethics (UK)
Page 1 of 26
CONTENTS
SECTION | PAGE | |||
1. Statement of Fiduciary Principles |
4 | |||
2. Material non-public information |
5 | |||
3. Personal Investing Activities, Pre-Clearance and Pre-Notification |
8 | |||
4. Trade Restrictions on Personal Investing |
11 | |||
5. Economic Opportunities, Confidentiality and Outside Directorships |
14 | |||
6. Client Investments in Securities Owned by Invesco Employees |
15 | |||
7. Certifications and Reporting |
16 | |||
8. Miscellaneous |
19 | |||
APPENDICIES |
||||
A: Definitions |
20 | |||
B: Acknowledgement of Receipt of Revised Code of Ethics |
22 | |||
C: Annual Certification of Compliance with the Code of Ethics |
23 | |||
D: Types of Transactions in Invesco Shares: Pre-Clearance Guidance |
26 |
2017 Code of Ethics (UK)
Page 2 of 26
This revised Code of Ethics Policy (the Code) applies to all Employees of all entities of Invesco UK Ltd (Invesco) who are based in the UK, Dubai and the Channel Islands. It covers the following topics:
| Prohibitions related to material, non-public information; |
| Personal securities investing; and |
| Service as a director and other business opportunities. |
This Code also imposes on Employees certain restrictions and reporting obligations which are specified below. Adherence to this Code, both letter and spirit, is a fundamental and absolute condition of employment with Invesco.
The following Invesco Policies are referred to in this Code of Ethics and the latest version of each of these Policies can be found on the UK Compliance Intranet Site or the Legal, Compliance and Internal Audit intranet site:
| Gifts, Benefits and Entertainment (Inducements) Policy; |
| Conflicts of Interest Policy; |
| Treating Customers Fairly Policy; |
| Whistleblowing Policy; |
| Market Abuse Policy; |
| Fraud Policy; |
| Insider Trading Policy; and |
| Anti-Bribery Policy. |
It is appreciated that no Code of Ethics can address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Every Employee should be alert to any actual, potential or appearance of a conflict of interest with Invescos clients and to conduct himself or herself with good judgment. Failure to exercise good judgment, as well as violations of this Code, may result in the imposition of sanctions on the Employee, including suspension or dismissal. All Covered Persons are required to comply with applicable laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of law or regulations or any provision of this Code of which they become aware to the Compliance Officer or his/her designee.
The requirements within this Code will apply in full to all permanent Invesco employees. In addition, there are individuals who, whilst not permanent Invesco Employees, have access to Invesco offices and/or systems and who could therefore potentially acquire certain material, non-public information. The applicability of this Code to those individuals is as follows:
Non-Executive Directors: subject to pre-clearance (through the UK Compliance Team) and certification requirements on the purchase and sale of IVZ shares and in respect of outside interests.
Temporary staff, contractors, consultants, catering staff, post room staff, and security and maintenance staff: the Code applies in full.
Auditors, staff seconded from Legal or Accountancy Firms, Actuarial Function Holder: the Code will apply in full unless Invesco is satisfied that the individual is subject to an equivalent Code.
Physio/GP/Gym staff: Code will only apply where the individual has access to relevant Invesco systems.
Cleaning Staff : Code requirements will not apply.
2017 Code of Ethics (UK)
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Where individuals do not have access to Star Compliance, the distribution of the Code, the pre-clearance of transactions and other notifications will occur directly with the Compliance Department. Inquiries regarding these requirements and requests to pre-clear should be directed to the IVZ Global Code of Ethics Team by email to codeofethics@invesco.com or by phone to 0203-219-2799.
1 | STATEMENT OF FIDUCIARY PRINCIPALS |
1.1 | As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invescos policy that all Employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us. |
1.2 | The Code is designed to ensure, among other things, that the personal securities transactions of all Employees are conducted in accordance with the following general principles: |
1.2.1 | A duty at all times to place the interests of Invescos clients first and foremost; |
1.2.2 | The requirement that all personal securities transactions be conducted in a manner consistent with this Code and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an Employees position of trust and responsibility; and |
1.2.3 | The requirement that Employees should not take inappropriate advantage of their positions. |
1.3 | Invescos policy is to avoid actual or apparent conflicts of interest but, where they unavoidably occur, to record, manage, and disclose them to prevent abuse and protect our clients, Employees and other counterparties. |
1.4 | Invesco does not make political contributions with corporate funds. No Employees may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company. |
1.5 | Invesco seeks to do business with clients and suppliers on a fair and equitable basis. Employees may not accept or provide gifts, entertainment or other non-monetary benefits of an unreasonable value which could create a conflict with the duty owed to clients. Any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts, entertainment and non-monetary benefits must be complied with. Invesco lays down written standards regarding the nature of gifts, benefits and entertainment, with strict monetary and frequency limitations. Only gifts, benefits and entertainment which comply with regulatory requirements and internal standards, are designed to enhance the quality of service to customers and do not create conflicts of interest, can be given or received. Subject to regulatory requirements and internal limits, the types of benefits which may be given or received by the Invesco Group include: gifts, hospitality and promotional competition prizes; joint marketing exercises; participation in seminars and conferences; provision of technical services and information technology; training; and travel and accommodation expenses. All gifts, benefits and entertainment provided or received by Invesco or its personnel must be recorded in the relevant Invesco business units Gifts, Benefits and Entertainment Register as soon as possible. If there is any doubt about the permissibility of giving or receiving a gift, benefit or entertainment event, Employees should contact the Compliance Department for guidance before this is given or received. Further information can be found in the UK Gifts, Benefits and Entertainment (Inducements) Policy. |
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1.6 | Invesco does not tolerate bribery. Employees must not offer, give, request, or agree to accept or accept financial or non-financial advantages of any kind where the purpose is to influence a person to behave improperly in their decisions or actions or to reward them for having done so. Charitable donations must not be made as an inducement or reward for improper behaviour. Unofficial payments to speed up routine government or other processes must never be made, however small. These restrictions apply to Invesco staff and to anybody appointed to act on Invescos behalf and cover relationships with prospective or existing clients or business partners. Further information can be found in the Anti-Bribery Policy. |
1.7 | Legislation exists to protect Employees who blow the whistle about wrongdoing within the firm. This legislation encourages Employees to raise concerns internally in the first instance. Invesco Employees should feel able to raise any such concerns internally, confident that it will be dealt with properly and that all reasonable steps will be taken to prevent victimisation. If Employees wish to report concerns anonymously they can call the Invesco Whistleblower Hotline, 1-855-234-9780. The toll-free telephone number for calls from the UK is 0800-032-8483. Employees may also report their concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.ethicspoint.com . To ensure confidentiality, this telephone line and website is provided by an independent company and is available twenty-four hours a day, seven days a week. All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair, and discreet manner. Employees are encouraged to report questionable practices so that Invesco has an opportunity to address and resolve these before they become more significant regulatory or legal issues. |
1.8 | It is Invesco UK policy, in the context of being an Asset Manager, to treat its customers fairly. |
1.9 | No Employee should have ownership in or other interest in or employment by any outside concern which does business with Invesco Ltd. This does not apply to stock or other investments in a publicly held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco Ltd. may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invescos business interests or the judgment of the affected staff. |
1.10 | Employees are prohibited from using personal hedging strategies or remuneration or liability related contracts of insurance to undermine any risk alignment effects embedded in their remuneration arrangements. This includes, for instance, entering into an arrangement with a third party under which that third party will make payments directly, or indirectly, to the Employee that are linked to, or commensurate with, the amounts by which the Employees remuneration is subject to reductions arising from the implementation of EU Directives and associated legislation and regulation. |
2 | MATERIAL, NON-PUBLIC INFORMATION AND INSIDE INFORMATION |
2.1 | Restriction on Trading or Recommending Trading Each Employee is reminded that it constitutes a violation of law and/or market abuse regulations for any person to trade in or recommend trading in the securities of a company while in possession of, as appropriate, inside information or material, non-public information concerning that company, or to disclose such information to any person not entitled to receive it if there is reason to believe that such information will be used in connection with a trade in the securities of that company. Violations of law and regulations may give rise to civil as well as criminal liability, including the imposition of monetary penalties or prison sentences upon the individuals involved. Tippees (i.e, persons who receive material, non-public information or inside information) also may be held liable if they trade or if they do not trade but pass along such information to others. |
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2.2 | Material non-public information relates to US legislation and is relevant for US-traded companies and financial instruments. Inside information relates to European legislation and relevant for European traded companies and financial instruments. |
2.3 | What is material, non-public information? Material information is any information about a company which, if disclosed, is likely to affect the market price of the companys securities or to be considered important by an average investor in deciding whether to purchase or sell those securities. Examples of information which should be presumed to be material are matters such as dividend increases or decreases, earnings estimates by the company, changes in the companys previously released earnings estimates, significant new products or discoveries, major litigation by or against the company, liquidity or solvency problems, extraordinary management developments, significant merger or acquisition proposals, or similar major events which would be viewed as having materially altered the total mix of information available regarding the company or the market for any of its securities. |
2.4 | Non-public information, often referred to as inside information, is information that has not yet been publicly disclosed. Information about a company is considered to be non-public information if it is received under circumstances which indicate that it is not yet in general circulation and that such information may be attributable, directly or indirectly, to the company or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary obligation. Courts have held that fiduciary relationships exist between a company and another party in a broad variety of situations involving a relationship between a company and its lawyers, investment bankers, financial printers, Employees, technical advisors and others. This list is not exhaustive and the types of fiduciary relationships and the way in which they are formed are extensive. |
2.5 | What is inside information? Inside information is information which: |
(a) | is of a precise nature; and |
(b) | is not generally available; and |
(c) | relates directly or indirectly to one or more issuers of the relevant securities or one or more of the relevant investments; and |
(d) | would, if generally available, be likely to have a significant effect on the price of the relevant securities or investments. |
Information is precise if it:
(a) indicates circumstances which exist or may reasonably be expected to come into existence, or an event that has occurred or may reasonably be expected to occur, and
(b) is specific enough to enable a conclusion to be drawn as to the possible effect on the price of the relevant instrument or investment.
Information would be likely to have a significant effect on price if and only if it is information of a kind which a reasonable investor would be likely to use as part of the basis of his investment decisions. In other words, it has to be a piece of information which a reasonable investor would use when making a decision to buy or sell a financial instrument. It does not have to be the major reason for the decision, just one of the reasons. Because the information contributes towards a buy or sell decision, and these decisions determine the price of an instrument, the information is viewed as being significant for setting the price of the instrument. The significant effect on price does not relate to the size of any price movement of the financial instrument due to the effect of the information.
2.6 | Information should not be considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a press release). Someone with access to inside information may not beat the market by trading simultaneously with, or immediately after, the official release of material information. |
2.7 | The responsibility of ensuring that the proposed transaction does not constitute insider dealing or a conflict with the interests of a client remains with the relevant Employee and obtaining pre-clearance to enter into a transaction under Section 3.3 below does not absolve that responsibility. |
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2.8 | Invesco is in a unique position, being privy to market research and rumours and being privy also to information about its clients which may be public companies. Invesco Employees must be aware and vigilant to ensure that they cannot be accused of being a party of any insider dealing or market abuse situations. |
2.9 | In particular, the following investment activities must not be entered into without carefully ensuring that there are no implications of insider trading: |
2.9.1 | Trading in shares for a client in any other client of Invesco which is a Company quoted on a recognised stock exchange. |
2.9.2 | Trading in shares for a client in a quoted company where Invesco: |
i) | obtains information in any official capacity which may be price sensitive and has not been made available to the general public. |
ii) | obtains any other information which can be substantiated in connection with a quoted company which is also both price sensitive and has not been made available to the general public. |
2.9.3 | Manipulation of the market through the release of information to regular market users which is false or misleading about a company. |
2.9.4 | Release of information about a company that would have the effect of distorting the market in such a way to be considered market abuse. |
2.10 | Reporting Requirement. Whenever an Employee believes that he or she may have come into possession of material, non-public information about a public company, he or she personally must immediately notify the Compliance Department and should not discuss such information with anyone else including Invesco Employees and should not engage in transactions for himself, herself, or others including Invesco clients. |
2.11 | Upon receipt of such information, the Compliance Department will include the company name on the IVZ Restricted List in respect of which no transactions may be entered into. This list will be advised to the Equity dealing desk and no discussion will be entered into. |
2.12 | Confidentiality. No information regarding the affairs of any client of Invesco may be passed to anyone outside Invesco unless specifically requested by law, regulation or court order. In any event, the Compliance and Legal Departments must be consulted prior to furnishing such information. |
2.13 | Employees should maintain the confidentiality of information entrusted to them by the Company and their fellow Employees. Employees shall take all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties. While accessing and utilising internal applications and systems, Employees must access such information solely to the extent it is mandatory to perform their task and not to access any other data which is not necessary. External publication or distribution of internal company information, policies or procedures is prohibited except when disclosure is properly authorised by the functional owner of the information or legally mandated. Employees should make all reasonable efforts to safeguard such information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties. |
2.14 |
Sanctions. Any Employee, who knowingly trades or recommends trading while in possession of material, non-public information, or inside information, |
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may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco. |
3 | PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION REQUIREMENTS |
3.1 | Transactions covered by this Code All transactions (other than transactions described in section 3.2) in investments made for Covered Accounts are subject to the pre-clearance procedures, trading restrictions, pre-notification and reporting requirements described below, unless otherwise indicated. For a list of the types of Employee and other accounts which are Covered Accounts, please see the definition in Appendix A. |
3.2 | Transactions in the following investments (Exempt Investments) are not subject to the trading restrictions or other requirements of this Code and do not need to be pre-notified, pre-cleared, or reported other than as described below: |
3.2.1 | Registered unaffiliated (e.g. Schroders) open-ended Collective Investment Schemes [CIS] including; open-ended mutual funds, open-ended investment companies/ICVCs or unit trusts. |
3.2.2 | Securities which are direct obligations of an OECD country (e.g. US Treasury Bonds); |
3.2.3 | In-specie transfers; and |
3.2.4 | Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. |
Employees are required to provide statements for all Covered Accounts as described in Section 7.4. If an account has the ability to invest in Covered Securities, the account is considered a Covered Account and the full statement must be provided to Compliance including information regarding Exempt Investments.
Transactions which require pre-notification and pre-clearance
3.3 | Pre-Clearance |
3.3.1 | Pre-Clearance Transactions |
Transactions in a Covered Account which must be notified to the Compliance department for pre-clearance, regardless of whether the order is placed directly or through a broker/adviser, include the following (Covered Securities):
| buys or sales of ordinary securities, equivalent securities, venture capital schemes such as Venture Capital Trusts (VCTs), closed-end funds such as Investment Trusts and Exchange Traded Funds (ETFs) (to the extent detailed in 3.4.8 below), including any of these investments which are held within a product/wrapper such as a Self-Invested Personal Pension (SIPP) or Individual Savings Account (ISA). |
All Employees must receive prior approval using the Star Compliance system or from the IVZ Global Code of Ethics Team in order to engage in a personal securities transaction in a Covered Security.
Pre-clearance will not be given if the proposed personal securities transaction is in conflict with any of the rules outlined in this Policy, including the Blackout Rule.
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All transactions in Invesco Ltd. securities must be pre-cleared. Please refer to Appendix D for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
3.3.2 | The Pre-clearance Process |
The pre-clearance process involves the following steps:
| The proposed trade must be entered into the Star Compliance system. |
| Covered persons (e.g. an Employees spouse, non-employee without Invesco system access) who do not have access to the Star Compliance system can submit their trade requests either through the Invesco Employee who will submit the request through Star Compliance or may contact the IVZ Global Code of Ethics Team directly. |
| The Star Compliance system will confirm if there is any Client activity in the same or equivalent security currently on the trading desk and verify if there have been any transactions within the corresponding Blackout Rule period (refer to section 4.1.2). |
| The Star Compliance system will check to see if the security is on the restricted list (refer to section 4.1.1). |
| If any potential conflicts are identified by the Star Compliance system, the request will be reviewed by the IVZ Global Code of Ethics Team. |
| An automated response will be received by the Employee for all pre-approval requests indicating whether the transaction has been approved or denied. |
3.3.3 | Executing Approved Transactions |
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If the trade is not executed within this time period, a new pre-clearance request must be submitted and approved if the Employee still intends to trade in that security. Good-until-cancelled orders (GTCs) are not allowed.
All approved trades that are not executed must be retracted in the Star Compliance system by the Employee.
Employees may be requested to reverse any trades processed without the required pre-approval.
Any costs or losses associated with the reversal are the responsibility of the Employee. The Employee may also be asked to disgorge any profits from the trade.
No order for a Securities Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of authorisation of the transaction.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except in the following situations:
| Approval is granted after the close of trading day. In this case, approval is valid through the next trading day. |
| Where trade instructions are sent via the post to IFDS, this period will be extended, and the trade must be executed by the close of market two trading days after permission has been granted. |
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3.3.4 | Copies of the relevant contract notes (or equivalent) must be sent to the Code of Ethics inbox. This must be done in a timely manner. |
3.4 | Transactions that do not need to be pre-cleared . The pre-clearance requirements (and the trading restrictions on personal investing described below) do not apply to the following transactions, unless otherwise indicated: |
3.4.1 | Invesco Affiliated Funds : Invesco openended Collective Investment Schemes, Pension Funds or other affiliated schemes, including any of these investments which are held within an unaffiliated product/wrapper, apart from closed-end funds such as Investment Trusts, and Exchange Traded Funds (ETFs) (to the extent detailed in 3.4.8 below). Whilst pre-clearance is not required in respect of transactions in affiliated funds, employees must nevertheless adhere to the certification and reporting requirements as detailed in section 7 below. |
3.4.2 | Discretionary Accounts: Transactions effected in any Covered Account over which the Employee has no direct or indirect influence or control (a Discretionary Account). An Employee shall be deemed to have no direct or indirect influence or control over an account only if all of the following conditions are met: |
i) | investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the Employee; and |
ii) | the Employee certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary; and |
iii) | the advisor also certifies in writing that he or she will not discuss any potential investment decisions with the owner of the account or the Employee; and |
iv) | duplicate periodic statements are provided to the IVZ Global Code of Ethics Team. |
v) | the Compliance Department has determined that the account satisfies the foregoing requirements. |
3.4.3 | Governmental Issues : Investments in the debt obligations of state and municipal governments or agencies, (e.g. Essex Council Electricity Bond). |
3.4.4 | Non-Volitional Trades : Transactions which are non-volitional on the part of the Employee (such as the receipt of securities pursuant to a stock dividend or merger). |
3.4.5 | Automatic Transactions : Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an Employee stock purchase plan sponsored by such company. |
3.4.6 | Rights Offerings : Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights. |
3.4.7 | Non-Executive Directors Transactions : Transactions in Invesco Ltd. shares, by Non-Executive Directors. Transactions by Non-Executive Directors will be pre-cleared outside of Star Compliance. |
3.4.8 |
Exchange Traded Products: Employees are exempt from pre-clearing unaffiliated broad-based Exchange Traded Products such as Exchange-Traded Funds (ETFs), Exchange Traded Notes (ETNs) and Exchange Traded Commodities (ETCs) as described on the Pre-clearance Exempt ETF List . |
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ETFs are Covered Securities and are still subject to requirements and limits on personal investing as described in sections 4 and 7, irrespective of whether pre-clearance is required. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared. |
3.4.9 | Note that all of the transactions described in paragraphs 3.4.1. to 3.4.8, while not subject to pre-clearance, are nevertheless still subject to the requirements and limits in section 4 and to all of the reporting requirements set forth below in section 7. This must be done in a timely manner after the transaction. |
4 | TRADE RESTRICTIONS ON PERSONAL INVESTING |
4.1 | All transactions in Covered Accounts which are subject to the pre-clearance requirements specified in this Code are also subject to the following trading restrictions: |
4.1.1 | Restricted Lists : Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest. |
4.1.2 | Blackout Periods : An Employee may not buy or sell, or permit any Covered Account to buy or sell, a security or any instrument if there is conflicting activity in an Invesco Client account. |
Non-Investment Personnel.
| may not buy or sell a Covered Security within two trading days after a Client trades in that security; and |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
Investment Personnel.
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security; and |
| may not buy or sell a Covered Security if there is a Client order on that security with the trading desk. |
De Minimis Exemptions. Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
o Equity de minimis exemptions.
| If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the FTSE 100 Index S&P TSX Composite Index, Russell 1000, ASX 300 Accumulation Index, Hang Seng Index, Straits Times Index STI (FSSTI), Korea Composite Stock Price Index (KOSPI), NIKKEI 225, the NSE S&P CNX Nifty Index, or any of the other main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link: |
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/De%20
Minimis%20Indices%20List.pdf .
|
If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute |
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up to 500 shares of such security in a rolling 30-day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
o Fixed income de minimis exemptions . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to £60,000 of par value of such security in a rolling 30-day period.
For practical purposes, an Employee without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Employees, trading with pre-clearance approval granted prior to a Client transaction will not be considered a violation of this Code of Ethics. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while he or she was aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code of Ethics.
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days.
For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
4.1.3 | In the event there is a trade in a client account in the same security or instrument within a blackout period, the Employee may be required to close out the position and to disgorge any profit to a charitable organisation chosen by Invesco Compliance. |
4.1.4 | Invesco Ltd. Securities: |
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd.s securities, on an exchange or any other organised market.
3. For all Covered Persons, all transactions, including transfers by gift, in Invesco Ltd. Securities are subject to pre-clearance regardless of the size of the transaction, and are subject to blackout periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
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4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section 7.3 of this Code.
Any Employee who becomes aware of material non-public information about Invesco is prohibited from trading in Invesco Securities. Full details of the Invesco stock transaction Pre-Clearance Guide and restrictions for all Employees of Invesco can be found in Appendix D.
4.1.5 | Invesco Investment Trusts: Staff dealing in Invesco Investment Trusts will also be subject to closed periods as dictated by each of the Trusts. |
4.1.6 | UK ICVCs and other affiliated schemes will be subject to the Short -Term Trading restrictions (60 day rule - see 4.1.7).The preferential rate of sales charge allowed to staff will be withdrawn in circumstances where it is apparent that the Employee has traded on a short-term basis in those shares i.e. where previous transactions by that person have resulted in the short-term holding of those investments. Shares of UK ICVCs and affiliated schemes will not be accepted for redemption if the funds themselves are closed for redemption due to the effects of subsequent market or currency movements. |
4.1.7 | Short-Term Trading Profits: It is Invescos policy to restrict the ability of Employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale of any security or instrument held less than 60 days. This section (4.1.7) will not apply to Financial Spread Betting transactions which have been approved under the Exceptions section (4.1.15) of this Policy. Transactions in currencies and commodities are exempt from the 60 day holding period. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees. |
4.1.8 | Initial Public Offerings: No Employee may purchase or permit any Covered Account to purchase a security offered pursuant to an initial public offering, except in a Venture Capital Trust or Real Estate Investment Trust (REIT), wherever such offering is made. However where the public offering is made by a Government of where the Employee is resident and different amounts of the offering are specified for different investor types e.g. private and institutional, the Compliance Officer may allow such purchases after consultation with the local Chief Executive Officer or his designee. |
4.1.9 | Privately-Issued Securities: Employees may not purchase or permit a Covered Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the local Chief Executive Officer (e.g. where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). |
4.1.10 |
Employees, however, may invest in interests in private investment funds (i.e. hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and reporting requirements contained in this Code. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the Employees investing is part of a business conducted by the |
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Employee. Such ownership should be reported to the Compliance Officer. |
4.1.11 | Short Sales: An Employee may not sell short a security. |
4.1.12 | Financial Spread Betting: Employees may not enter into Financial Spread betting arrangements unless they have applied in writing to do so under the Exceptions section of this Policy (4.1.15) and have received written confirmation that this is permitted. Exceptions will not be granted for Financial Spread Betting on single stocks but, depending on the circumstances, spread betting on Foreign Exchange Rates, Main Indices and Government Bonds may be allowed on an exceptions basis. |
4.1.13 | Futures: Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments. |
4.1.14 | Investment Clubs: Employee participation in an investment club with the purpose of pooling money and investing based on group investment decisions is prohibited. |
4.1.15 | Exceptions: The Chief Executive Officer or his designee in consultation with the Compliance Officer may, on a case by case basis, grant exceptions from these trading restrictions upon written request. Any exceptions granted will be reported to the local Board of Directors at least annually. |
5 | ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS |
5.1 | In order to reduce potential conflicts of interest arising from the participation of Employees on the boards of directors of public, private, non-profit and other enterprises, all Employees are subject to the following restrictions and guidelines: |
5.1.1 | An Employee may not serve as a director of a public company without the approval of the Compliance Officer after consultation with the local Chief Executive Officer. |
5.1.2 | An Employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if: |
(i) | client assets have been invested in such company and having a seat on the board would be considered beneficial to our clients interest; and |
(ii) | service on such board has been approved in writing by the Compliance Officer. The Employee must resign from such board of directors as soon as the company contemplates going public, except where the Compliance Officer has determined that an Employee may remain on a board. In any event, an Employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; any compensation offered shall either be refused or, if unable to be refused, distributed pro rata to the relevant client accounts. |
5.1.3 | An Employee must receive prior written permission from the Compliance Officer or his designee before serving as a director, non-executive director, trustee or member of an advisory board of either: |
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(i) | any non-profit or charitable institution; or |
(ii) | a private family-owned and operated business. |
5.1.4 | An Employee may serve as an officer or director of a residential co-operative, but must receive prior written permission from the Compliance Officer before serving as a director if, in the course of such service, he or she gives advice with respect to the management of the co-operatives funds. |
5.1.5 | If an Employee serving on the board of directors or advisers of any entity comes into possession of material, non-public information through such service, he or she must immediately notify the Compliance Officer. |
5.1.6 | An Invesco Employee shall not take personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a clients intentions, activities or portfolios except: |
i) | to fellow Employees, or other agents of the client, who need to know it to discharge their duties; or |
ii) | to the client itself. |
5.1.7 | Employees may not cause or attempt to cause any Client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Employee or Invesco. |
5.1.8 | If an Employee or immediate family member stands to materially benefit from an investment decision for an Advisory Client that the Employee is recommending or participating in, the Employee must disclose that interest to persons with authority to make investment decisions and to the Compliance Officer. Based on the information given, a decision will be made on whether or not to restrict the Employees participation in causing a client to purchase or sell a Security in which the Employee has an interest. |
5.1.9 | An Employee must disclose to those persons with authority to make investment decisions for a Client (or to the Compliance Officer if the Employee in question is a person with authority to make investment decisions for the Client), any Beneficial Interest that the Employee (or immediate family) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the Employee (or immediate family) or the appearance of impropriety. The person to whom the Employee reports the interest, in consultation with the Compliance Officer, must determine whether or not the Employee will be restricted in making investment decisions. |
6 | CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES |
6.1 | General Principles: In addition to the specific prohibitions on certain personal securities transactions as set forth herein, and in-line with the requirements of the Fraud Policy, all Employees are prohibited from: |
6.1.1 | Employing any device, scheme or artifice to defraud any prospect or client; |
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6.1.2 | Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
6.1.3 | Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client; |
6.1.4 | Engaging in any manipulative practice with respect to any prospect or client; or |
6.1.5 | Revealing to any other person (except in the normal course of his or her duties on behalf of a client) any information regarding securities transactions by any client or by Invesco, |
6.1.6 | Revealing to any other person (except in the normal course of his or her duties on behalf of a client) the consideration of any securities transactions by any client or by Invesco. |
7 | CERTIFICATIONS AND REPORTING REQUIREMENTS |
7.1 | This Code forms part of an Employees contract of employment and any breach may be grounds for disciplinary action up to and including summary dismissal. |
7.2 | In order to implement the general principles, restrictions and prohibitions contained in this Code, each Employee is required to provide the following certifications and reports described in sections 7.2 to 7.4 below: |
7.2.1 | On commencing employment at Invesco, each new Employee shall receive a copy of the Code via electronic means and will be expected to confirm that they understand and accept this Code within 10 days of commencing employment. |
7.2.2 | New Employees are also required, within 10 days of commencing employment, to provide the following to the Compliance Department: |
(i) | a list of all Covered Accounts (see Initial Holdings Report 7.3.1); and |
(ii) | details of any directorships (or similar positions) of for-profit, non-profit and other enterprises. |
7.3 | Employees are required to sign-off and submit various reports in the Star Compliance system as detailed in sections 7.3.1 to 7.3.4 below. Employees that do not hold any Covered Securities or Covered Accounts are still required to sign-off on these reports. |
7.3.1 | Initial Holdings Reports: Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person): |
|
A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Interest. A Covered Person is presumed to have a Beneficial Interest in securities held by members of their |
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immediate family sharing the same household (e.g. a spouse or civil partner and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| The security identifier (CUSIP, symbol, etc.); |
| The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and |
| The date that the report is submitted by the Covered Person |
7.3.2 | Quarterly Transactions Reports: All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest: |
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The nature of the transaction (buy, sell, etc.); |
| The security identifier (CUSIP, symbol, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted to Compliance. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions that do not require pre-clearance such as transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or Exempt Investments (refer to section 3.2).
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a retirement vehicle, including plans sponsored by Invesco or its affiliates).
The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted to Compliance. |
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
7.3.3 | Annual Holdings Reports: All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance: |
| The security name and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; |
| With respect to Discretionary Accounts, if any, certifications that such Employee does not discuss any investment decisions with the person making investment decisions; |
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| With respect to any non-public security owned by such Employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year; and |
| The date that the report is submitted by the Covered Person to Compliance. |
7.3.4 | Certification of Compliance: All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. |
In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by the Invesco UK Conflicts of Interest Committee.
All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognise that they are subject to the Code. On an annual basis, Employees are required to provide an updated list of the following to Compliance:
i) | directorships (or similar positions) of for-profit, non-profit and other enterprises; |
ii) | potential conflicts of interest identified which have not yet been reported to the Compliance Department; and |
iii) | potential Treating Customers Fairly issues identified which have not yet been reported to the Compliance Department. |
7.4 | Confirmations and Statements: In respect of each personal securities transaction involving a Covered Security, the Employee engaging in the transaction must provide the IVZ Global Code of Ethics Team a duplicate copy of the trade confirmation, or such other confirmations as are available, in a timely manner. |
Employees are encouraged to direct their brokers to deliver to the Invesco Compliance Department, duplicate trade confirmations and account statements for their Covered Accounts in a timely manner. If duplicate contract notes are not provided by the broker, the Employee must provide the statements directly to Compliance in a timely manner following a trade or receipt of a periodic statement. In addition, Employees must provide duplicate trade confirmations and account statements directly to the IVZ Global Code of Ethics Team upon request.
The IVZ Global Code of Ethics Team will review reports submitted and report any breaches of this Policy or any other concerns relating to personal trading to the Invesco UK Compliance department. All material breaches and concerns are also reported to Invesco UK Conflicts of Interest Committee.
7.5 | Exempt Investments: Confirmations, periodic statements, and periodic reports need not be provided with respect to Exempt Investments (see 3.2). If an account has the ability to hold both Covered Securities and Exempt Investments, the periodic statement will need to be provided and may include information regarding Exempt Investments. |
7.6 | Disclaimer of Beneficial Interest: Any report required under this Code may contain a statement that such report is not to be construed as an admission by the person making the report that he or she has any direct and indirect beneficial interest of the security to which the report relates. |
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7.7 | Annual Review: The Compliance Officer will review the Code on an annual basis and as necessary, in light of legal and business developments and experience in implementing the Code, and will prepare a report to the relevant Executive Committee that: |
7.7.1 | summarises existing procedures concerning personal investing and any changes in the procedures made during the past year, |
7.7.2 | identifies any violations requiring significant remedial action during the past year, and |
7.7.3 | identifies any recommended changes in existing restrictions or procedures based on the experience under the Code, evolving industry practices, or developments in applicable laws or regulations |
8 | MISCELLANEOUS |
8.1 | Interpretation: The provisions of this Code will be interpreted by the Compliance Officer. Questions of interpretation should be directed in the first instance to the Compliance Officer or his/her designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the Compliance Officer is final. |
8.2 | Sanctions: Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial. |
Invesco may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
Any violations of this Code and sanctions therefore will be reported to the local Board of Directors at least annually.
8.3 | Effective Date: This revised Code shall become effective as of 1 February 2017. |
8.4 | IVZ Global Code of Ethics Team Contact Information You may direct any questions regarding this Code to the IVZ Global Code of Ethics Team by email to codeofethics@invesco.com or by phone to 203-219-2799. |
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APPENDIX A
DEFINITIONS
1. | Advisory Client means any client (including both investment companies and managed accounts) for which Invesco serves as an investment adviser, renders investment advice, or makes investment decisions. |
2. | Beneficial Interest means the opportunity to share, directly or indirectly, in any profit or loss on a transaction in Securities, including but not limited to all joint accounts, partnerships and trusts. |
3. | A Covered Account is defined for purposes of this Policy as any account: |
| Where the Employee is the registered owner of the securities in the account, thereby having a direct financial interest or benefit from the account; or |
| In which an Employee has indirect financial interest or indirect benefit, such as accounts held in the name of the Employees spouse, civil partner, or child living in the same household. |
| In which an Employee has direct control, such as any account for which the Employee has a power of attorney or trading authorisation, trust accounts on which the Employee is appointed a trustee, or corporate accounts for which the Employee is an authorised signing officer. |
The examples provided above are not all-inclusive. There may be other account types and registrations not listed above that are considered covered for the purposes of this Policy.
4. | A Covered Person means any director, officer, full or part time Employee of Invesco UK and any individuals who, whilst not permanent Invesco UK Employees, have access to Invesco offices and/or systems and who could therefore potentially acquire certain material, non-public information. |
5. | Employee means a person who has a contract of employment with, or employed by, Invesco UK or any associated Invesco Company within Europe; including consultants, contractors or temporary Employees. |
6. | Equivalent Security means any Security issued by the same entity as the issuer of a security, including options, rights, warrants, preferred stock, restricted stock, bonds and other obligations of that company. |
7. | Fund means an investment company for which Invesco serves as an adviser or subadviser. |
8. | Good-until-cancelled order means an instruction to buy or sell a security at a specified price that remains active until it is either rescinded by the employee or the trade is executed. |
9. | High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is treated in one of the highest two rating categories by a Nationally Recognised Statistical Rating Organisation, or which is unrated but is of comparable quality. |
10. | Independent Fund Director means an independent director of an investment company advised by Invesco. |
11. | Initial Public Offering means any security which is being offered for the first time on a Recognised Stock Exchange. |
12. | Open-Ended Collective Investment Scheme means any Open-ended Investment Company, US Mutual Fund, UK ICVC or Irish Unit Trust, Luxembourg SICAV, French SICAV or Bermuda Fund. |
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13. | Securities Transaction means a purchase of or sale of Securities. |
14. | Security includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants. |
15. | UK ICVC and affiliate schemes defined as all UK domiciled Invesco ICVCs, all Invesco Continental European domestic ranges and all Invesco Ireland and Luxembourg SICAVs and Unit Trusts. |
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APPENDIX B
ACKNOWLEDGMENT OF RECEIPT
OF INVESCO UK REVISED CODE OF ETHICS
Only complete this version of the Annual Acknowledgement where you are unable to complete the electronic version.
I acknowledge that I have received the Invesco Code of Ethics dated 1 February 2017, and represent that:
1. | In accordance with Section 7 of the Code of Ethics, I will fully disclose the Securities holdings in Covered Accounts*; |
2. | In accordance with Section 3 of the Code of Ethics, I will obtain prior authorisation for all Securities Transactions in each of my Covered Accounts except for transactions exempt from pre-clearance under Section 3 of the Code of Ethics*; |
3. | In accordance with section 7 of the Code of Ethics, I will report all Securities Transactions in each of my Covered Accounts except for transactions exempt from reporting under Section 3 of the Code of Ethics; |
4. | I have notified all individuals who own accounts that are Covered Accounts of the requirements set forth in this Code and understand that these accounts are subject to the Code including reporting and pre-clearance requirements; |
5. | I have been authorised by all individuals who own Covered Accounts to provide the relevant details concerning their securities transactions in accordance with the Code; |
6. | I will comply with the Code of Ethics in all other respects; and |
7. | I understand that a violation of the Code may be grounds for disciplinary action or termination of my employment and may also be a violation of law and regulations which may give rise to civil as well as criminal liability. |
Signature | ||||
Print Name |
Date:
* | Representations Nos: 1 and 2 do not apply to Independent Fund Directors |
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APPENDIX C
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE INVESCO CODE OF ETHICS
To be completed by all Employees following the end of each calendar year - only complete this version of the Annual Certification where you are unable to complete the electronic version.
I hereby certify that, with respect to the calendar year ending on 31 December 2016 (the Calendar Year), I have reported to Invesco all Securities Transactions in respect of each of my Covered Account(s). I further certify that I have reviewed the attachments hereto and confirm that:
a) | Sections A & B contain a complete list of Covered Account(s) as well as a complete list of my directorships, advisory board memberships and similar positions; |
b) | Section C contains a complete list of trades, other than Exempt Investments, in my Covered Account(s) during the Calendar Year for which contract notes/confirmations have not been forwarded; |
c) | Sections D & E contain details of any potential Conflicts of Interest and Treating Customers Fairly issues identified during the year but not yet reported. |
I further certify that:
a) | For any of my Covered Accounts which have been approved by the Compliance Department as a Discretionary Account(s) (which have been identified on Section A with an E prefix), that I have not exercised investment discretion or influenced any investment decisions and that I will not exercise investment discretion or influence any potential investment decisions with such Discretionary Account(s); |
b) | As appropriate, I have identified on Section A hereto those Covered Accounts which contain open-ended Collective Investment Schemes/Investment Companies shares only but for which account statements and confirms are not and have not been provided and hereby confirm that all securities transactions in these accounts are and will be limited exclusively to transactions in shares of open-ended Collective Investment Schemes; |
c) | For any privately-issued security held by me or my Covered Account(s), I will inform the Compliance Department upon learning that any issuer has either changed its name or has issued or proposed to issue any class of security to the public; |
d) | I have complied with the requirements of the Conflicts of Interest Policy, the Gifts, Benefits and Entertainment (Inducements) Policy, the Anti-Bribery Policy, the Market Abuse Policy, Insider Trading Policy, Fraud Policy and the Treating Customers Fairly Policy; |
e) | I have not used personal hedging strategies or remuneration or liability related insurance contracts to undermine any risk alignment effects embedded in my remuneration arrangements; |
f) | I have read and understand my departments procedures; |
g) | I have admitted to and reported any errors at the time they occurred or as soon I became aware of them; and |
h) | I have received a copy of and understand the Code in its entirety and acknowledge that I am subject to its provisions. I also certify that I have complied and will comply with its requirements; |
To the extent that any of the attached Schedules contain inaccurate or incomplete information, I have noted and initialled the change directly on the Schedule and returned this certification along with all Schedules to the Compliance Department. Capitalised terms used herein without definition shall have the meanings given to them in the Code.
Signature | ||||
Print Name |
Date:
UPON YOUR FULL REVIEW AND EXECUTION, PLEASE RETURN THE ENTIRE
PACKAGE IMMEDIATELY TO THE COMPLIANCE DEPARTMENT IN HENLEY
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APPENDIX C
Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS
Section A - COVERED ACCOUNTS
The following is a list of Covered Accounts subject to the Invesco Code of Ethics:
Section B - Directorships, Advisory Board Memberships and Similar Positions held
The following is a list of directorships, advisory board memberships and similar positions that I hold:
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APPENDIX C
Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS
Section C Trades
The following is a list of trades undertaken during the period for which contract notes/confirmations have not been forwarded:
Section D - Conflicts of Interest
The following is a list of potential conflicts of interest I have identified during the course of the year and not already reported to the Compliance Department:
Section E Treating Customers Fairly (TCF)
The following is a list of potential TCF issues I have identified during the course of the year and not already reported via the TCF Scorecards:
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APPENDIX D
Type of Transaction in IVZ |
Pre-Clearance |
Basis for Approval |
Quarterly Reporting of
Transactions |
Annual
Report of Holdings |
||||||
- Open market purchases & sales | Yes | Not permitted in | Yes | Yes | ||||||
- Transactions in plan | blackout periods. | |||||||||
Compliance | Compliance | Compliance | ||||||||
Officer |
Officer | Officer | ||||||||
Exercise of Employee Stock Options when same day sale |
Yes |
Not permitted in
closed periods for |
Yes | n/a | ||||||
Recd when merged w/ Invesco |
IVZ Company | those in the | Compliance | |||||||
Options for Stock Grants |
Secretarial | Blackout Group. | Officer | |||||||
Options for Global Stock Plans |
||||||||||
Options for Restricted StkAwards |
Option holding
period must be satisfied. |
|||||||||
Sale of Stocks Exercised and held until later date. Options Exercised will have been received as follows: |
Yes
|
Not permitted in
closed periods for |
Yes
|
Yes
|
||||||
Recd when merged w/ Invesco |
Compliance | those in the | Compliance | Compliance | ||||||
Options for Stock Grants |
Officer | Blackout Group. | Officer | Officer | ||||||
Options for Global Stock Plans |
||||||||||
Options for Restricted StkAwards |
Stock holding period | |||||||||
must be satisfied. | ||||||||||
Sale of Stock Purchased through Sharesave or Invesco Employee Stock Purchase Plan |
Yes
Compliance Officer |
Not permitted
in closed periods for those in the Blackout Group. |
Yes
Compliance Officer |
Yes
Compliance Officer |
||||||
Sale of Stock Purchased through UK Share Incentive Plan |
Yes
Compliance Officer |
Not permitted
in closed periods for those in the Blackout Group. |
Yes
Compliance Officer |
Yes
Compliance Officer |
1) Open market purchases/sales - Pre-clearance to deal is required from Compliance, no dealing is permitted during close periods for those in the Blackout Group. Details of closed periods are posted to the intranet site by Company Secretarial.
2) Employee Stock Options (a) exercise/same day sale - authorisation of the Option is granted by Company Secretarial Department and signed by Trustees of the Scheme.
3) Employee Stock Options (b) exercise/take possession/subsequent day sale - same as above, except that individual would pay for the shares and pay tax. The stock would then be lodged in the Employee share service arrangement - then if subsequent disposal was sought the normal pre-clearance process would apply (pre-clearance from Compliance - no dealing during closed periods for Blackout Group members).
4) Stock Grants (Global Stock Plans) - Awards made yearly, stock would be purchased through Company Secretarial and held for three years. After three years elect to keep the shares or distribute - stock would be transferred to Employee share service arrangement with normal pre-clearance/closed period requirements.
5) Employees who receive IVZ stock when their company is purchased by IVZ - stock distribution as part of the transaction to buy the Company concerned. Stock would be issued to the individual concerned and, depending on the terms of the deal, may be required to be held for a period. Stock would be transferred into the Employee share service, and subject to terms of the Company deal would then follow normal pre-clearance/close period guidelines.
6) Restricted Stock Awards - similar to stock grants as above - except tax not paid initially - pre-clearance from Compliance and closed period restrictions apply.
7) Transactions in IVZ stock via a pension plan - Transaction no different to open market purchases - pre-clearance required, dealing in closed periods not allowed.
8) Sharesave - If Sharesave is exercised then stock would be placed into Employee share service arrangement. Then if individual sells they go through normal pre-clearance and closed period process. Special rules may be brought in at share save anniversary dates. These will be communicated as appropriate.
9) UK Share Incentive Plan (SIP) - A UK SIP is open to UK Employees - which is a tax efficient way of purchasing shares on a monthly basis. The shares must be held for 5 years from initial purchase date - sell before and then tax would be paid. If you sell after the five year period, then normal pre-clearance and closed period restrictions would apply.
10) Invesco Employee Stock Purchase Plan (ESPP) - payroll deduction contributions or purchases into the ESPP do not require pre-clearance but all sale transactions do require pre-clearance. Employees who are not subject to a blackout period are allowed to sell the IVZ shares immediately they are available to sell. The 60 day holding period does not apply to such sales.
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Invesco Ltd. Code of Conduct
A. | Introduction |
Invescos Code of Conduct supports our Purpose of delivering an investment experience that helps people get more out of life. This Code of Conduct (Code of Conduct or Code) has been created to assist us in accomplishing our Purpose. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (applicable laws). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, Covered Persons).
Being a purpose-driven firm strengthens Invescos culture. In practice, this means that our clients interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.
B. | Statement of General Principles |
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firms ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
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| Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest. |
| Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries. |
| Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions. |
| Information - Clients must be provided with timely and accurate information regarding their accounts. |
| Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property. |
| Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance. |
| Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the clients account. |
| Relations with regulators - We seek relationships with regulators that are open and responsive in nature. |
C. | General Conduct |
1. | Fair and Honest Dealing |
Covered Persons shall deal fairly and honestly with Invescos shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2. | Anti-Discrimination and Harassment |
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
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Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individuals race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, gender identity, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3. | Electronic Communications |
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invescos IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.
4. | Substance Abuse |
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being under the influence of drugs at any time while on company premises or on company business is prohibited. The term drug includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5. | Political Activities and Lobbying |
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
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Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company. In the United States, Invesco does support a Political Action Committee.
D. | Conflicts of Interest |
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of Compliance any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1. | Outside Activities and Compensation |
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can; however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the
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outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2. | Personal Trading |
Purchasing and selling securities in a Covered Persons own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Persons business unit.
3. | Information Barriers, Material Non-Public Information, and Inside Information |
In the conduct of our business, Covered Persons may come into possession of material non-public information or inside information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (Insider Trading Policy) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invescos securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such companys securities, is prohibited by this Code of Conduct and applicable securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy and any applicable local procedures carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the companys Insider Trading Policy and any applicable local procedures
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may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of Compliance on any questions regarding this subject and the companys Insider Trading Policy or any applicable local procedures.
4. | Gifts and Relationships with Customers and Suppliers |
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E. | Compliance with Applicable Laws |
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1. | Anti-Bribery and Dealings with Governmental Officials |
Invesco does not tolerate bribery. We, and those working on Invescos behalf, must not offer, request, receive, give, accept or agree to accept bribes to or from anyone whether in the private or public sector with the intent to induce or reward improper performance of duties.
Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other business persons by the payment, giving or offering of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or give an advantage or anything of value to anyone including a government official, agent or employee of a government, political party, labor organization, charity, a business entity or its representatives, a candidate of a political party or their families, with the intent to induce favorable business treatment or improper performance of their business or government decisions and actions.
This policy prohibits actions intended to, for example, improperly:
| influence a specific decision or action or |
| enhance future relationships or |
| maintain existing relationships |
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We must not request, accept or agree to accept payments or other advantages that are intended to improperly influence our decisions or actions or additionally, agree to any business relationships that are conditional on such advantages being given or received.
In general, all travel and entertainment that Covered Persons provide to existing or perspective business partners and governmental officials must be pre-approved within the appropriate business unit. If approved, and in the case of situations involving government officials, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business units legal counsel or the government officials supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invescos behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions in this section extend to any consultants or agents we may retain on behalf of Invesco.
Further information can be found in the Invesco Anti-Bribery Policy. Guidance regarding genuine and allowable gifts and entertainment is set out in the Invesco Ltd Gifts and Entertainment Policy.
2. | Anti-Money Laundering |
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invescos policy. Each Covered Person must comply with the applicable program.
3. | Antitrust |
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invescos policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up
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territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitors marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
4. | International Issues |
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the companys ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of Compliance for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of Compliance with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their Know Your Customer obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Departments Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the
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type of transaction and often change as countries foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of Compliance.
F. | Information Management |
1. | Confidential Information |
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invescos competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2. | Data Privacy |
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.
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With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.
G. | Protecting Invescos Assets |
All Covered Persons shall strive to preserve and protect the companys assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invescos expectations as they relate to activities or behaviors that may affect the companys assets.
1. | Personal Use of Corporate Assets |
Theft, carelessness and waste have a direct impact on Invescos profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the companys legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invescos interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invescos equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invescos equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2. | Use of Company Software |
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the companys policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
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3. | Computer Resources/E-mail |
The companys computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4. | Invesco Intellectual Property |
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the companys success.
Invescos name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the companys business. The companys and any of its subsidiaries names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a work made for hire and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5. | Retention of Books and Records |
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, electronic data, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.
Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore,
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Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers and electronic systems. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Records Management Department.
6. | Sales and Marketing Materials |
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared under standards approved by Compliance and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. | Disclosure of Invesco Information |
1. | Integrity and Accuracy of Financial Records |
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invescos accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. | Disclosure in Reports and Documents |
Filings and Public Materials . As a public company, it is important that the companys filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information,
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prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Disclosure and Reporting Policy . The companys policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings . Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the companys public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the companys public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the companys disclosure controls and procedures and internal controls over financial reporting so that the companys reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3. | Improper Influence on the Conduct of Audits |
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invescos and its subsidiaries financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4. | Standards for Invescos Financial Officers |
Invescos Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the Financial Officers) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate
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such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
Although a particular accounting treatment for one or more of Invescos operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invescos true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invescos financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invescos financial statements must be discussed with Invescos Audit Committee and its independent auditors.
5. | Communications with the Media |
Invesco has a long-standing policy of co-operating with the news media. This policy is intended to enhance the companys reputation, provide accurate information, and achieve our business goals.
Invesco employs media relations professionals who are responsible for managing our interaction with the news media. Invescos Corporate Communications Department is responsible for formulating and directing our media relations approach and policy worldwide. Other Invesco employees should not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the companys media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Corporate Communications Department.
6. | Communications with Analysts and Shareholders |
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invescos relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Department.
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I. | Compliance with the Code of Conduct |
1. | Your Responsibilities |
One persons misconduct can damage our entire companys hard-earned reputation and compromise the publics trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2. | Reporting Violations of the Code |
As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:
| Violations of any laws or regulations generally involving Invesco; |
| Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, Accounting Matters) including, but not limited to: |
| fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco; |
| fraud or deliberate error in the recording and maintaining of financial records of Invesco; |
| deficiencies in or non-compliance with Invescos internal accounting controls; |
| misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco; |
| deviation from full and fair reporting of Invescos financial condition; or |
fraudulent or criminal activities engaged in by officers, directors or employees of Invesco;
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor or another appropriate person in your own management chain of any concerns raised.
Contact the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your own supervisor or others in your own management chain, you may instead contact the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to would
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be responsible for working with you to determine the details of your concern as well as following Invescos reporting and escalation processes in order to address the matter.
Call our Invesco Whistleblower Hotline
If raising a concern in the first two methods makes you uncomfortable for any reason, or if you and/or the individual you have reported your concern do not feel Invescos established reporting and escalation channels would effectively address or is not effectively addressing the matter you have raised, you may also report your concerns confidentially and anonymously by calling the Invesco Whistleblower Hotline. If you are calling from a U.S. or Canadian location, dial 1-855-234-9780 . For calls from all other locations, Use the following link to identify a toll-free number for your country:
Link to International Toll-Free Numbers
You may also report your concern by visiting the Invesco Whistleblower Hotline website at www.invesco.ethicspoint.com .
The Invesco Whistleblower Hotline is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Invesco Whistleblower Hotline, please click here: Invesco Whistleblower Hotline .
Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committees policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including Compliance. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.
However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
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3. | Failure to Comply |
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4. | Annual Certification |
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business units policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. | Other Requirements |
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of Compliance before taking action.
6. | Waivers of the Code |
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, Executive Officers). For the purposes of the Code, the term waiver shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to Compliance. For waiver requests not involving an Executive Officer, Compliance shall forward the request to the General Counsel of the business unit for consideration.
For waiver requests involving an Executive Officer, Compliance will forward the request to General Counsel to raise to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
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Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
| is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
| will not be inconsistent with the purposes and objectives of the Code; |
| will not adversely affect the interests of clients of the company or the interests of the company; and |
| will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. |
7. | Use and Disclosure |
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly ( e.g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the companys Covered Persons.
8. | Amendments |
This Code may only be amended by Invescos Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the companys filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the companys Web site.
Revised: October 2016
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Invesco Hong Kong Limited
CODE OF ETHICS
January 1, 2017
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TABLE OF CONTENTS
Section |
Item |
Page | ||||
I. | Introduction | 3 | ||||
II. | Statement of Fiduciary Principles | 3 | ||||
III. | Compliance with Laws, Rules and Regulations; Reporting of Violations | 4 | ||||
IV. | Limits on Personal Investing | 4 | ||||
A. Personal Investing |
4 | |||||
1 Pre-clearance of Personal Securities Transactions |
4 | |||||
2 Blackout Period |
6 | |||||
De Minimis Exemptions |
6 | |||||
3 Prohibition of Short-Term Trading Profits |
7 | |||||
4 Initial Public Offerings |
8 | |||||
5 Prohibition of Short Sales by Investment Personnel |
8 | |||||
6 Prohibition on Investment Clubs |
8 | |||||
7 Restricted List Securities |
8 | |||||
8 Other Criteria Considered in Pre-clearance |
8 | |||||
9 Covered Accounts Requirements |
8 | |||||
10 Private Securities Transactions |
9 | |||||
11 Limited Investment Opportunity |
9 | |||||
12 Excessive Short-Term Trading in Funds |
9 | |||||
B. Invesco Ltd. Securities |
9 | |||||
C. Limitations on Other Personal Activities |
10 | |||||
1 Outside Business Activities |
10 | |||||
2 Gifts and Entertainment Policy |
11 | |||||
Gifts |
11 | |||||
Entertainment |
11 | |||||
D. Parallel Investing Permitted |
12 | |||||
V. | Reporting Requirements | 12 | ||||
a. Initial Holdings Reports |
12 | |||||
b. Quarterly Transaction Reports |
12 | |||||
c. Annual Holdings Reports |
13 | |||||
d. Gifts and Entertainment Reporting |
14 | |||||
e. Certification of Compliance |
14 | |||||
VI. | Reporting of Potential Compliance Issues | 14 | ||||
VII. | Administration of the Code of Ethics | 15 | ||||
VIII. |
Sanctions |
15 | ||||
IX. |
Exceptions to the Code |
15 | ||||
X. |
Definitions |
15 | ||||
XI. |
Invesco Ltd. Policies and Procedures |
18 | ||||
XII. |
Code of Ethics Contact |
18 |
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Invesco Hong Kong Limited
CODE OF ETHICS
I. Introduction
Invesco Hong Kong Limited (IHKL) has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company take precedence over the personal interests of IHKLs Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to IHKLs affiliated broker-dealers, all Invesco Affiliated Mutual Funds and all of their Covered Persons. Covered Persons include:
| any director, officer, full or part time, temporary or permanent Employee of IHKL or |
| any full or part time Employee of any of IHKLs affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommedations, or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations, or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by IHKL. |
| any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be deemed to be Covered Persons by Compliance. |
| any other persons that may be so deemed by the Head of Compliance, Greater China. |
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons.
| the interests of Clients and shareholders of the investment company must be placed first at all times and Covered Persons must not take inappropriate advantage of his or her positions; and |
| all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility; and |
| this Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of the investment company. |
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III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to IHKLs Head of Compliance, Greater China or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section VI of this Code under Reporting of Potential Compliance Issues.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance using the automated review system, all personal security transactions involving Covered Securities in which they have a Beneficial Interest unless otherwise indicated below. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval. Good-until-cancelled orders are not allowed.
Additionally, all Covered Persons must pre-clear personal securities transactions involving securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include but are not limited to all investments that can be traded by IHKL for its Clients, including, but not limited to, stocks, bonds, municipal bonds, Affiliated Mutual Funds, Exchange-Traded Funds (ETFs), closed-end mutual funds, and any of their derivatives such as options and futures. All Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities.
All transactions in Invesco Ltd. securities must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
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The Following Pre-clearance Exemptions Apply:
Invesco Affiliated Open-End Mutual Funds:
Affiliated Open-End Mutual Funds do not need to be pre-cleared through the automated review system. Except those held under Local Pension Schemes, all affiliated Open-End Mutual Funds are subject to the reporting requirements outlined in section V below.
Exchange Traded Products :
Employees are exempt from pre-clearing unaffiliated broad-based Exchange Traded Products such as Exchange-Traded Funds (ETFs), Exchange Traded Notes (ETNs) and Exchange Traded Commodities (ETCs) as described on the Pre-clearance Exempt ETF List , and any derivatives of these securities such as options. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared .
Currencies, Commodities :
Employees are exempt from pre-clearing transactions in currencies and commodities.
Options, futures and all other derivatives based on an index of securities, currencies, and commodities :
Employees are exempt from pre-clearing transactions in derivatives of an index of securities, currencies and commodities.
All Covered Securities are still subject to requirements and limits on personal investing as described in Section IV. and V. of the Code, irrespective of whether pre-clearance is required.
Exempted Securities:
Covered Securities do not include shares of money market funds, local and U.S. government securities, certificates of deposit, or interests in open-ended collective investment schemes (including mutual funds and/or unit trusts) not advised or sub-advised by any entity within the Invesco group. (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, please contact Compliance prior to executing the transaction via email at: CodeofEthicsGreaterChina@invesco.com or by phone at 111-2633 from your Invesco office phone.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The
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automated review system will review personal trade requests from Covered Persons based on the following considerations:
2. Blackout Period. IHKL does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
| Non-Investment Personnel. |
| may not buy or sell a Covered Security within two trading days after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
| Investment Personnel . |
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
For practical purposes, an Employee without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Employees, trading with pre-clearance approval granted prior to a Client transaction will not be considered a violation of this Code of Ethics. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while he or she was aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code of Ethics.
De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
| Equity de minimis exemptions. |
| If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Hang Seng Index, Straits Times Index STI (FSSTI), or Korea Composite Stock Price Index (KOSPI) or any of the main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link: |
http://sharepoint/sites/Compliance-COE-
NA/Training/Documents/De%20Minimis%20Indices%20List.pdf
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| For any other security, if a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting Client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
| Fixed income de minimis exemption . If a Covered Person does not have knowledge of Client trading activity in a particular fixed income security he or she may execute up to HKD800,000 of par value of such security in a rolling 30-day period. |
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the black-out period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have potential access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. The approval of a personal securities transaction request is only valid for that business day. If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
| A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
| Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
3. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 calendar days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of IHKLs choice and a letter of education may be issued to the Covered Person. Transactions in currencies, commodities and derivatives (such as options and futures) based on an index of securities, currencies, and commodities are exempt from the 60 day holding period. This exemption does not apply to derivatives of individual
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securities. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
4. Initial Public Offerings . Covered Persons are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Head of Compliance, Greater China or Head of Legal, Greater China (or designee) and the Chief Investment Officer, Asia ex-Japan (or designee) of the Covered Persons business unit.
5. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in his or her personal accounts if a Client of IHKL for whose account they have investment management responsibility has a long position in those Covered Securities.
6. Prohibition on Investment Clubs . Participation in a club with the purpose of pooling money and investing based on group investment decisions is prohibited.
7. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
8. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
9. Covered Accounts Requirements .
a. Covered Persons may only maintain brokerage accounts with:
| full service broker-dealers. |
b. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of his or her brokerage accounts that do not comply with the above provision of the Code within thirty (30) calendar days from the date the Covered Person becomes subject to this Code.
c. Discretionary Managed Accounts. In order to establish a Discretionary Managed Account, a Covered Person must grant the manager complete investment discretion over a Covered Persons account. Pre-clearance is not required for trades in this account; however, a Covered Person may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude a Covered Person from establishing investment guidelines for the manager, such as indicating industries in
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which a Covered Person desires to invest, the types of securities a Covered Person wants to purchase or a Covered Persons overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that a Covered Person is actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.
10. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer, Asia ex-Japan when they are involved in a Clients subsequent consideration of an investment in the same issuer. The Investment Personnels decision to purchase such securities on behalf of Client account must be independently reviewed by Regional Head of Investments, Asia Pacific or Chief Investment Officer, Asia ex-Japan with no personal interest in that issuer.
11. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a limited investment opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance. Limited investment opportunities offered directly from Invesco to employees are not subject to pre-clearance requirement. All limited investment opportunities are subject to the reporting requirements outlined in section V below.
12. Excessive Short-Term Trading in Funds . Employees are prohibited from excessive short term trading of any collective investment schemes (including mutual funds and/or unit trusts) advised or sub-advised by any entity within the Invesco Group and are subject to various limitations outlined in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
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3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IVA.8 of this Code.
C. Limitations on Other Personal Activities
1. Outside Business Activities . You may not (i) engage in any outside business activity, regardless of whether or not you receive compensation, or (ii) serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit, without the approval from (a) manager of the employee (b) Head of Human Resources, Greater China or his/her deputy and (c) Head of Compliance, Greater China or his/her deputy. In granting the approval, a number of factors shall be taken into consideration, including whether the employees involvement in the outside business activities will result in any actual or potential conflict of interest:
| the business natures (e.g. scope of services and clientele) of the outside organization(s) |
| the employees roles and duties in the outside organization(s) |
| the employees time allocation in the outside business activities and whether he/she can properly manage his/her time in carrying out both (and, where applicable, supervising) the function of Invesco and the outside business activity(ies) |
| any confidentiality concerns arising from ones possible access to non-public or sensitive information in light of his/her roles and duties in the outside organization(s); |
| whether Invesco has a business relationship with the outside organization(s) or may seek a relationship in the future. In general, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization |
| Other factors that may result in actual or potential conflict of interest to the employees role and duties in Invesco |
(note: The is not an exhaustive list. Each activity is reviewed individually on a case-by-case basis with consideration to specific roles and companies/organizations)
If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain IHKLs Employees, who may serve on corporate boards as a result of, or in connection
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with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which Employees may accept or give Gifts or Entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of IHKL, including this Code, the latter shall control.
Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.
An Employee may not provide or receive any Gift or Entertainment that is conditioned upon IHKL, its parents or affiliates doing business with the other entity or person involved.
| Gifts . Under no circumstances, should the value of Gift given or received exceed HKD1,600 per individual annually . In other words, each individual Employee may (a) give Gifts up to HKD1,600 in value to each individual Business Associate in a calendar year and (b) receive Gifts up to HKD1,600 in value from a Business Associate in a calendar year. If the value of the Gift received is not able to be determined, professional judgment should be used to determine the value of the Gift. Should the value exceed HKD1,600, it should be returned to the donor, and passed to the Human Resources or donates to the charity. Prior approval from Compliance is not necessary. However, post approval from Compliance is required. If the Gift is not giving to any particular person, the Gift shall be passed to Human Resources Department and distributed to the staff on a raffle basis. The Gift limit is applied to each individual office. |
| Entertainment . Provided that the Employee and Business Associate both attend an event, an Employee may accept from a single Business Partner, or provide to a single person of a Business Partner for Entertainment of value up to HKD9,300 in a calendar year . Under no circumstances, the value of the entertainment should exceed HKD3,100 per individual per event . Prior approval from Compliance is not necessary. However, post approval from Compliance is required. |
Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance.
Examples of Entertainment that may be considered excessive in value include Super Bowls, the Masters, Wimbledon, Kentucky Derby, hunting trips, ski trips,
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etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
Approval from Compliance is required before Gifts and Entertainment expenses will be reimbursed by Finance. Review will be performed on a regular basis to test reimbursements for Compliance approval.
Employees who are unsure if an event would be permissible should contact compliance prior to attending to confirm if the event would be considered excessive.
D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by IHKL for its Clients.
V. Reporting Requirements
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 calendar days of the date the person becomes a Covered Person):
| A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the Covered Person has direct or indirect Beneficial Interest. A Covered Person is presumed to have Beneficial Interest in securities held by members of their immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements; |
| The security identifier (ISIN, SEDOL, symbol, etc.); |
| The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and |
| The date that the report is submitted by the Covered Person to Compliance |
b. Quarterly Transaction Reports . All Covered Persons must report, no later than 30 calendar days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
|
The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if |
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applicable) and the principal amount (for debt securities) for each Covered Security; |
| The security identifier (ISIN, SEDOL, symbol, etc.); |
| The nature of the transaction (buy, sell, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted to Compliance. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an limited investment opportunity, Automatic Investment Plan/Dividend Reinvestment Plan, any Local Pension Schemes or accounts held directly with Invesco in the quarterly transaction report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person. The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted to Compliance. |
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must, no later than 30 calendar days after the end of calendar year subject to any extension to be granted by Head of Compliance, Greater China having regard to the relevant circumstantial factors, report the following information, which must be current within 45 calendar days of the date the report is submitted to Compliance:
| The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier (ISIN, SEDOL, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; and |
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| The date that the report is submitted by the Covered Person to Compliance. |
d. Gifts and Entertainment Reporting.
| Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated review system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. The requirement to report Entertainment includes dinners or any other event with a business partner of IHKL in attendance. |
| Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the automated review system within thirty (30) calendar days after the day of event. An Employee should contact their manager or Compliance if they are not sure how to report gifts or entertainment they intend to give or have given to a Client or Business Partner. |
e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The IHKL Greater China Management Committee (GCMAC) will review and approve the Code annually. If material changes are made to the Code during the year, these changes will also be reviewed and approved by the GCMAC. All Covered Persons must certify within 30 calendar days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
VI. Reporting of Potential Compliance Issues
IHKL has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with his or her supervisor, department head or with IHKLs Head of Legal, Greater China, Head of Compliance, Greater China or Internal Audit. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Whistleblower Hotline. This hotline is available to employees of multiple operating units of Invesco Ltd. Use the following link to identify a toll-free number for your country:
International Toll-Free Numbers
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Employees may also report his or her concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.ethicspoint.com . To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week.
All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VII. Administration of the Code of Ethics
IHKL has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
Upon discovering a material violation of the Code, Compliance will notify the Head of Compliance, Greater China. The Head of Compliance, Greater China will notify the GCMAC of any material violations at the next regularly scheduled meeting.
No less frequently than annually, IHKL will furnish to the GCMAC or such committee as it may designate, a written report that:
| describes significant issues arising under the Code since the last report to the GCMAC, including information about material violations of the Code and sanctions imposed in response to material violations; and |
| certifies that IHKL has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
VIII. Sanctions
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
IHKL may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
IX. Exceptions to the Code
Head of Compliance, Greater China (or designee) may grant an exception to any provision in this Code.
X. Definitions
| Affiliated Mutual Funds generally includes all collective investment schemes (including mutual funds and/or unit trusts) advised or sub-advised by IHKL or IHKLs affiliates. |
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| Automatic Investment Plan/Dividend Reinvestment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
| Beneficial Interest has the same meaning as the ownership interest of a beneficial owner pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a Beneficial Interest, Covered Persons must have directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person is presumed to have Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements. |
| Client means any account for which IHKL is either the adviser or sub-adviser including Affiliated Mutual Funds. |
| Control means, in general, the power to exercise a controlling influence, and has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
| Covered Person means and includes: |
| any director, officer, full or part time, temporary or permanent Employee of IHKL or any full or part time Employee of any of IHKLs affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities ; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by IHKL. |
| any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act)or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed by Compliance. |
| any other persons that may be so deemed by the Head of Compliance, Greater China. |
| Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following. |
| Direct obligations of the Government of the United States or its agencies or the country in which the employee is a resident; |
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| Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
| Any interests in open-ended collective investment schemes (including mutual fund and/or unit trusts) not advised or sub-advised by any entity within the Invesco Group (All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by IHKL). |
| Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. |
| Employee means and includes: |
| Any full or part time, temporary or permanent Employee of IHKL or |
| Any full or part time Employee of any IHKLs affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securties or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by IHKL. |
| Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance. |
| For any other persons that may be so deemed by the Head of Compliance, Greater China. |
| Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
| Initial Public Offering means a public offering where shares of stock in a company are sold to the general public, on a securities exchange, for the first time. |
| Investment Personnel means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1. |
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| Local Pension Schemes means any local mandatory provident fund schemes, registered or exempted occupational retirement schemes or statutory pension schemes (excluding any voluntary contributions to be made in addition to mandatory contributions). |
| Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
| Private Securities Transaction means any securities transaction relating to offerings of securities which are not publicly traded. Employees may not purchase or acquire any privately-issued securities, other than in exceptional cases where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client. |
| Restricted List Securities means the list of securities that are provided to the Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit). |
XI. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy and Gifts and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an IHKL policy, including this Code, the latter shall control.
XII. Code of Ethics Contacts
| Telephone Hotline: 111-2633 from your Invesco office phone |
| E-Mail: CodeofEthicsGreaterChina@invesco.com |
Last Revised: January 1, 2017
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Invesco Ltd. Code of Conduct
A. | Introduction |
Invescos Code of Conduct supports our Purpose of delivering an investment experience that helps people get more out of life. This Code of Conduct (Code of Conduct or Code) has been created to assist us in accomplishing our Purpose. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (applicable laws). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, Covered Persons).
Being a purpose-driven firm strengthens Invescos culture. In practice, this means that our clients interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.
B. | Statement of General Principles |
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firms ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
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| Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest. |
| Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries. |
| Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions. |
| Information - Clients must be provided with timely and accurate information regarding their accounts. |
| Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property. |
| Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance. |
| Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the clients account. |
| Relations with regulators - We seek relationships with regulators that are open and responsive in nature. |
C. | General Conduct |
1. | Fair and Honest Dealing |
Covered Persons shall deal fairly and honestly with Invescos shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2. | Anti-Discrimination and Harassment |
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
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Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individuals race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, gender identity, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3. | Electronic Communications |
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invescos IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.
4. | Substance Abuse |
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being under the influence of drugs at any time while on company premises or on company business is prohibited. The term drug includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5. | Political Activities and Lobbying |
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
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Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company. In the United States, Invesco does support a Political Action Committee.
D. | Conflicts of Interest |
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of Compliance any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1. | Outside Activities and Compensation |
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can; however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the
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outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2. | Personal Trading |
Purchasing and selling securities in a Covered Persons own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Persons business unit.
3. | Information Barriers, Material Non-Public Information, and Inside Information |
In the conduct of our business, Covered Persons may come into possession of material non-public information or inside information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (Insider Trading Policy) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invescos securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such companys securities, is prohibited by this Code of Conduct and applicable securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy and any applicable local procedures carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the companys Insider Trading Policy and any applicable local procedures
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may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of Compliance on any questions regarding this subject and the companys Insider Trading Policy or any applicable local procedures.
4. | Gifts and Relationships with Customers and Suppliers |
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E. | Compliance with Applicable Laws |
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1. | Anti-Bribery and Dealings with Governmental Officials |
Invesco does not tolerate bribery. We, and those working on Invescos behalf, must not offer, request, receive, give, accept or agree to accept bribes to or from anyone whether in the private or public sector with the intent to induce or reward improper performance of duties.
Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other business persons by the payment, giving or offering of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or give an advantage or anything of value to anyone including a government official, agent or employee of a government, political party, labor organization, charity, a business entity or its representatives, a candidate of a political party or their families, with the intent to induce favorable business treatment or improper performance of their business or government decisions and actions.
This policy prohibits actions intended to, for example, improperly:
| influence a specific decision or action or |
| enhance future relationships or |
| maintain existing relationships |
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We must not request, accept or agree to accept payments or other advantages that are intended to improperly influence our decisions or actions or additionally, agree to any business relationships that are conditional on such advantages being given or received.
In general, all travel and entertainment that Covered Persons provide to existing or perspective business partners and governmental officials must be pre-approved within the appropriate business unit. If approved, and in the case of situations involving government officials, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business units legal counsel or the government officials supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invescos behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions in this section extend to any consultants or agents we may retain on behalf of Invesco.
Further information can be found in the Invesco Anti-Bribery Policy. Guidance regarding genuine and allowable gifts and entertainment is set out in the Invesco Ltd Gifts and Entertainment Policy.
2. | Anti-Money Laundering |
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invescos policy. Each Covered Person must comply with the applicable program.
3. | Antitrust |
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invescos policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up
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territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitors marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
4. | International Issues |
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the companys ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of Compliance for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of Compliance with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their Know Your Customer obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Departments Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the
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type of transaction and often change as countries foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of Compliance.
F. | Information Management |
1. | Confidential Information |
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invescos competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2. | Data Privacy |
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.
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With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.
G. | Protecting Invescos Assets |
All Covered Persons shall strive to preserve and protect the companys assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invescos expectations as they relate to activities or behaviors that may affect the companys assets.
1. | Personal Use of Corporate Assets |
Theft, carelessness and waste have a direct impact on Invescos profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the companys legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invescos interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invescos equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invescos equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2. | Use of Company Software |
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the companys policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
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3. | Computer Resources/E-mail |
The companys computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4. | Invesco Intellectual Property |
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the companys success.
Invescos name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the companys business. The companys and any of its subsidiaries names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a work made for hire and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5. | Retention of Books and Records |
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, electronic data, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.
Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore,
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Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers and electronic systems. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Records Management Department.
6. | Sales and Marketing Materials |
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared under standards approved by Compliance and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. | Disclosure of Invesco Information |
1. | Integrity and Accuracy of Financial Records |
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invescos accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. | Disclosure in Reports and Documents |
Filings and Public Materials . As a public company, it is important that the companys filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information,
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prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Disclosure and Reporting Policy . The companys policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings . Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the companys public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the companys public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the companys disclosure controls and procedures and internal controls over financial reporting so that the companys reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3. | Improper Influence on the Conduct of Audits |
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invescos and its subsidiaries financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4. | Standards for Invescos Financial Officers |
Invescos Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the Financial Officers) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate
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such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
Although a particular accounting treatment for one or more of Invescos operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invescos true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invescos financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invescos financial statements must be discussed with Invescos Audit Committee and its independent auditors.
5. | Communications with the Media |
Invesco has a long-standing policy of co-operating with the news media. This policy is intended to enhance the companys reputation, provide accurate information, and achieve our business goals.
Invesco employs media relations professionals who are responsible for managing our interaction with the news media. Invescos Corporate Communications Department is responsible for formulating and directing our media relations approach and policy worldwide. Other Invesco employees should not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the companys media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Corporate Communications Department.
6. | Communications with Analysts and Shareholders |
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invescos relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Department.
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I. | Compliance with the Code of Conduct |
1. | Your Responsibilities |
One persons misconduct can damage our entire companys hard-earned reputation and compromise the publics trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2. | Reporting Violations of the Code |
As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:
| Violations of any laws or regulations generally involving Invesco; |
| Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, Accounting Matters) including, but not limited to: |
| fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco; |
| fraud or deliberate error in the recording and maintaining of financial records of Invesco; |
| deficiencies in or non-compliance with Invescos internal accounting controls; |
| misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco; |
| deviation from full and fair reporting of Invescos financial condition; or |
fraudulent or criminal activities engaged in by officers, directors or employees of Invesco;
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor or another appropriate person in your own management chain of any concerns raised.
Contact the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your own supervisor or others in your own management chain, you may instead contact the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to would
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be responsible for working with you to determine the details of your concern as well as following Invescos reporting and escalation processes in order to address the matter.
Call our Invesco Whistleblower Hotline
If raising a concern in the first two methods makes you uncomfortable for any reason, or if you and/or the individual you have reported your concern do not feel Invescos established reporting and escalation channels would effectively address or is not effectively addressing the matter you have raised, you may also report your concerns confidentially and anonymously by calling the Invesco Whistleblower Hotline. If you are calling from a U.S. or Canadian location, dial 1-855-234-9780 . For calls from all other locations, Use the following link to identify a toll-free number for your country:
Link to International Toll-Free Numbers
You may also report your concern by visiting the Invesco Whistleblower Hotline website at www.invesco.ethicspoint.com .
The Invesco Whistleblower Hotline is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Invesco Whistleblower Hotline, please click here: Invesco Whistleblower Hotline .
Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committees policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including Compliance. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.
However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
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3. | Failure to Comply |
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4. | Annual Certification |
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business units policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. | Other Requirements |
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of Compliance before taking action.
6. | Waivers of the Code |
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, Executive Officers). For the purposes of the Code, the term waiver shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to Compliance. For waiver requests not involving an Executive Officer, Compliance shall forward the request to the General Counsel of the business unit for consideration.
For waiver requests involving an Executive Officer, Compliance will forward the request to General Counsel to raise to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
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Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
| is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
| will not be inconsistent with the purposes and objectives of the Code; |
| will not adversely affect the interests of clients of the company or the interests of the company; and |
| will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. |
7. | Use and Disclosure |
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly ( e.g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the companys Covered Persons.
8. | Amendments |
This Code may only be amended by Invescos Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the companys filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the companys Web site.
Revised: October 2016
Page 18 of 18
INVESCO EMEA (EX UK)
CODE OF ETHICS
October 2016
2016 Code of Ethics EMEA (ex UK) Page 1 of 29 |
CONTENTS
SECTION | PAGE | |||
1. Statement of Fiduciary Principles |
4 | |||
2. Material non-public information and inside information |
6 | |||
3. Personal Investing Activities, Pre-Clearance and Pre- Notification |
9 | |||
4. Trade Restrictions on Personal Investing |
12 | |||
5. Economic Opportunities, Confidentiality and Outside Directorships |
16 | |||
6. Client Investments in Securities Owned by Invesco Employees |
18 | |||
7. Certifications and Reporting |
18 | |||
8. Miscellaneous |
21 | |||
9. Specific Provisions for Employees of Invesco Real Estate and Employees associated with real estate transactions undertaken by Invesco. |
23 | |||
APPENDICIES |
||||
A: Definitions |
25 | |||
B: Types of Transactions in Invesco Shares: Pre-Clearance Guidance |
27 | |||
C. Personal Account Dealing Guidance Overview |
28 | |||
D. Pre-Clearance Form |
29 |
2016 Code of Ethics EMEA (ex UK) Page 2 of 29 |
This revised Code of Ethics Policy (the Code) applies to all Employees of all entities of Invesco EMEA (ex UK) (Invesco). It covers the following topics:
| Prohibitions related to material, non-public information and inside information; |
| Personal securities investing; and |
| Service as a director and other business opportunities. |
This Code also imposes on Employees certain restrictions and reporting obligations which are specified below. Adherence to this Code, both letter and spirit, is a fundamental and absolute condition of employment with Invesco.
The following Invesco Policies are referred to in this Code of Ethics and the latest version of each of these Policies can be found on the Compliance Europe Intranet Site (for EMEA (ex UK) regional policies) or the Legal, Compliance, Security and Internal Audit intranet site (global policies):
| Gifts, Benefits and Entertainment (Inducements) Policy; |
| Conflicts of Interest Policy; |
| Whistleblowing Policy; |
| Market Abuse Policy; |
| Fraud Policy; |
| Insider Trading Policy; and |
| Anti-Bribery Policy. |
It is appreciated that no Code of Ethics can address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Every Employee should be alert to any actual, potential or appearance of a conflict of interest with Invescos clients and to conduct himself or herself with good judgment. Failure to exercise good judgment, as well as violations of this Code, may result in the imposition of sanctions on the Employee, including suspension or dismissal. All Covered Persons are required to comply with applicable laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of law or regulations or any provision of this Code of which they become aware to the Compliance Officer or his/her designee.
The requirements within this Code will apply in full to all permanent Invesco employees. In addition, there are individuals who, whilst not permanent Invesco Employees, have access to Invesco offices and/or systems and who could therefore potentially acquire certain material, non-public information or inside information. The applicability of this Code to those individuals is as follows:
Independent Non-Executive Directors: subject to pre-clearance (through the local Compliance Team) and certification requirements on the purchase and sale of IVZ shares, the purchase and sale of Invesco affiliated investments, and in respect of outside interests.
Temporary staff, contractors, consultants, facilities staff and security and maintenance staff who have access to Invesco systems, the Code applies in full.
Auditors, staff seconded from Legal or Accountancy Firms, Actuarial Function Holder : the Code will apply in full unless Invesco is satisfied that the individual is subject to an equivalent Code.
Cleaning Staff : Code requirements will not apply.
Where individuals do not have access to Star Compliance or do not accept the use of Star Compliance due to the transfer of personal data to the Compliance
2016 Code of Ethics EMEA (ex UK) Page 3 of 29 |
staff outside of the European Union, the distribution of the Code, the pre-clearance of transactions and other notifications will occur directly with the Compliance Department. Inquiries regarding these requirements should be directed to your local Compliance Officer.
1 | STATEMENT OF FIDUCIARY PRINCIPLES |
1.1 | As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invescos policy that all Employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us. |
1.2 | The Code is designed to ensure, among other things, that the personal securities transactions of all Employees are conducted in accordance with the following general principles: |
1.2.1 | A duty at all times to place the interests of Invescos clients first and foremost; |
1.2.2 | The requirement that all personal securities transactions be conducted in a manner consistent with this Code and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an Employees position of trust and responsibility; and |
1.2.3 | The requirement that Employees should not take inappropriate advantage of their positions. |
1.3 | Invescos policy is to avoid actual or apparent conflicts of interest but, where they unavoidably occur, to record, manage, and disclose them to prevent abuse and protect our clients, Employees and other counterparties. |
1.4 | Invesco does not make political contributions with corporate funds. No Employees may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company. |
1.5 |
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. Employees may not accept or provide gifts, entertainment or other non-monetary benefits of an unreasonable value which could create a conflict with the duty owed to clients. Any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts, entertainment and non-monetary benefits must be complied with. Invesco lays down written standards regarding the nature of gifts, benefits and entertainment, with strict monetary and frequency limitations. Only gifts, benefits and entertainment which comply with regulatory requirements and internal standards, are designed to enhance the quality of service to customers and do not create conflicts of interest, can be given or received. Subject to regulatory requirements and internal limits, the types of benefits which may be given or received by the Invesco Group include: gifts, hospitality and promotional competition prizes; joint marketing exercises; participation in seminars and conferences; provision of technical services and information technology; training; and travel and accommodation expenses. All gifts, benefits and entertainment provided or received by Invesco or its personnel must be recorded in |
2016 Code of Ethics EMEA (ex UK) Page 4 of 29 |
GBE declarations sent quarterly to Compliance. If there is any doubt about the permissibility of giving or receiving a gift, benefit or entertainment event, Employees should contact the Compliance Department for guidance before this is given or received. Further information can be found in the EMEA ex-UK Gifts, Benefits and Entertainment (Inducements) Policy. |
1.6 | Invesco does not tolerate bribery. Employees must not offer, give, request, or agree to accept or accept financial or non-financial advantages of any kind where the purpose is to influence a person to behave improperly in their decisions or actions or to reward them for having done so. Charitable donations must not be made as an inducement or reward for improper behaviour. Unofficial payments to speed up routine government or other processes must never be made, however small. These restrictions apply to Invesco staff and to anybody appointed to act on Invescos behalf and cover relationships with prospective or existing clients or business partners. Further information can be found in the Anti-Bribery Policy. |
1.7 | Legislation exists to protect Employees who blow the whistle about wrongdoing within the firm. This legislation encourages Employees to raise concerns internally in the first instance. Invesco Employees should feel able to raise any such concerns internally, confident that it will be dealt with properly and that all reasonable steps will be taken to prevent victimisation. If Employees wish to report concerns anonymously they can call the Invesco Whistleblower Hotline using the toll-free telephone numbers below which vary depending on your location: |
Austria: 0800-291870
Belgium: 0800-77004
Czech Republic: 800-142-550
France: 0800-902500
Germany: 0800-1016582
Ireland: 1800615403
Italy: 800-786907
Netherlands: 0800-0226174
Spain: 900-991498
Sweden: 020-79-8729
Switzerland: 0800-562907
Employees may also report their concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.ethicspoint.com . To ensure confidentiality, this telephone line and website is provided by an independent company and is available twenty-four hours a day, seven days a week. All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair, and discreet manner. Employees are encouraged to report questionable practices so that Invesco has an opportunity to address and resolve these before they become more significant regulatory or legal issues.
1.8 | It is Invesco policy, in the context of being an Asset Manager, to treat its customers fairly. |
1.9 |
No Employee should have ownership in or other interest in or employment by any outside concern which does business with Invesco Ltd. This does not apply to stock or other investments in a publicly held company, provided that the stock and other investments |
2016 Code of Ethics EMEA (ex UK) Page 5 of 29 |
do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco Ltd. may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invescos business interests or the judgment of the affected staff.
1.10 | Employees are prohibited from using personal hedging strategies or remuneration or liability related contracts of insurance to undermine any risk alignment effects embedded in their remuneration arrangements. This includes, for instance, entering into an arrangement with a third party under which that third party will make payments directly, or indirectly, to the Employee that are linked to, or commensurate with, the amounts by which the Employees remuneration is subject to reductions arising from the implementation of EU Directives and associated legislation and regulation. |
2 | MATERIAL, NON-PUBLIC INFORMATION & INSIDE INFORMATION |
2.1 | Restriction on Trading or Recommending Trading Each Employee is reminded that it constitutes a violation of law and/or market abuse regulations for any person to trade in or recommend trading in the securities of a company while in possession of as appropriate inside information or material, non-public information concerning that company, or to disclose such information to any person not entitled to receive it if there is reason to believe that such information will be used in connection with a trade in the securities of that company. Violations of law and regulations may give rise to civil as well as criminal liability, including the imposition of monetary penalties or prison sentences upon the individuals involved. Tippees (i.e, persons who receive material, non-public information or inside information) also may be held liable if they trade or if they do not trade but pass along such information to others. |
2.2 | Material non-public information relates to US legislation and is relevant for US-traded companies and financial instruments. Inside information relates to European legislation and relevant for European traded companies and financial instruments. |
2.3 | What is material, non-public information? Material information is any information about a company which, if disclosed, is likely to affect the market price of the companys securities or to be considered important by an average investor in deciding whether to purchase or sell those securities. Examples of information which should be presumed to be material are matters such as dividend increases or decreases, earnings estimates by the company, changes in the companys previously released earnings estimates, significant new products or discoveries, major litigation by or against the company, liquidity or solvency problems, extraordinary management developments, significant merger or acquisition proposals, or similar major events which would be viewed as having materially altered the total mix of information available regarding the company or the market for any of its securities. |
2.4 |
Non-public information is information that has not yet been publicly disclosed. Information about a company is considered to be non-public information if it is received under circumstances which |
2016 Code of Ethics EMEA (ex UK) Page 6 of 29 |
indicate that it is not yet in general circulation and that such information may be attributable, directly or indirectly, to the company or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary obligation. Courts have held that fiduciary relationships exist between a company and another party in a broad variety of situations involving a relationship between a company and its lawyers, investment bankers, financial printers, Employees, technical advisors and others. This list is not exhaustive and the types of fiduciary relationships and the way in which they are formed are extensive.
2.5 | What is inside information? Inside information is information which: |
(a) | is of a precise nature; and |
(b) | is not generally available; and |
(c) | relates directly or indirectly to one or more issuers of the relevant securities or one or more of the relevant investments; and |
(d) | would, if generally available, be likely to have a significant effect on the price of the relevant securities or investments. |
Information is precise if it:
(a) | indicates circumstances which exist or may reasonably be expected to come into existence, or an event that has occurred or may reasonably be expected to occur, and |
(b) | is specific enough to enable a conclusion to be drawn as to the possible effect on the price of the relevant instrument or investment. |
Information would be likely to have a significant effect on price if and only if it is information of a kind which a reasonable investor would be likely to use as part of the basis of his investment decisions. In other words it has to be a piece of information which a reasonable investor would use when making a decision to buy or sell a financial instrument. It does not have to be the major reason for the decision just one of the reasons. Because the information contributes towards a buy or sell decision, and these decisions determine the price of an instrument, the information is viewed as being significant for setting the price of the instrument. The significant effect on price does not relate to the size of any price movement of the financial instrument due to the effect of the information.
2.6 | Information should not be considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a press release). Someone with access to inside information may not beat the market by trading simultaneously with, or immediately after, the official release of material information. |
2.7 | The responsibility of ensuring that the proposed transaction does not constitute insider dealing or a conflict with the interests of a client remains with the relevant Employee and obtaining pre-clearance to enter into a transaction under Section 3.3 below does not absolve that responsibility. |
2.8 | Invesco is in a unique position, being privy to market research and rumours and being privy also to information about its clients which may be public companies. Invesco Employees must be aware and vigilant to ensure that they cannot be accused of being a party of any insider dealing or market abuse situations. |
2016 Code of Ethics EMEA (ex UK) Page 7 of 29 |
2.9 | In particular, the following investment activities must not be entered into without carefully ensuring that there are no implications of insider trading: |
2.9.1 | Trading in shares for a client in any other client of Invesco which is a Company quoted on a recognised stock exchange. |
2.9.2 | Trading in shares for a client in a quoted company where Invesco: |
i) | obtains information in any official capacity which may be price sensitive and has not been made available to the general public. |
ii) | obtains any other information which can be substantiated in connection with a listed company or related derivatives or financial instruments which is also both price sensitive and has not been made available to the general public. |
2.9.3 | Manipulation of the market by entering into a transaction, placing an order or any other behavior which gives or is likely to give false or misleading signals as to the supply of, demand form or price of a financial instrument or secures or is likely to secure the price of one or several financial instruments. This also covers any attempt of market manipulation. |
2.9.4 | Release of information about a company that would have the effect of distorting the market in such a way to be considered market abuse. |
2.10 | Reporting Requirement. Whenever an Employee believes that he or she may have come into possession of material, non-public information or inside information about a public company, he or she personally must immediately notify the Compliance Department and should not discuss such information with anyone else including Invesco Employees and should not engage in transactions for himself, herself, or others including Invesco clients. |
2.11 | Upon receipt of such information, the Compliance Department will include the company name on the IVZ Restricted List in respect of which no transactions may be entered into. This list will be advised to the Equity dealing desk and no discussion will be entered into. |
2.12 | Confidentiality. No information regarding the affairs of any client of Invesco may be passed to anyone outside Invesco unless specifically requested by law, regulation or court order. In any event, the Compliance and Legal Departments must be consulted prior to furnishing such information. |
2.13 |
Employees should maintain the confidentiality of information entrusted to them by the Company and their fellow Employees. Employees shall take all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties. While accessing and utilising internal applications and |
2016 Code of Ethics EMEA (ex UK) Page 8 of 29 |
systems, employees must access such information solely to the extent it is mandatory to perform their task and not to access any other data which is not necessary. External publication or distribution of internal company information, policies or procedures is prohibited except when disclosure is properly authorised by the functional owner of the information or legally mandated. Employees should make all reasonable efforts to safeguard such information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties. |
2.14 | Sanctions. Any Employee, who knowingly trades or recommends trading while in possession of material, non-public information or inside information, may be subject to civil and criminal penalties and/or significant monetary penalties, as well as to immediate suspension and/or dismissal from Invesco. |
3 | PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION REQUIREMENTS |
3.1 | Transactions covered by this Code All transactions (other than transactions described in section 3.2) in investments made for Covered Accounts are subject to the pre-clearance procedures, trading restrictions, pre-notification and reporting requirements described below, unless otherwise indicated. For a list of the types of Employee and other accounts which are Covered Accounts, please see the definition in Appendix A. |
3.2 | Transactions in the following investments (Exempt Investments) are not subject to the trading restrictions or other requirements of this Code and do not need to be pre-notified, pre-cleared, or reported other than as described below: |
3.2.1 | Registered unaffiliated (e.g. Schroders) open-ended Collective Investment Schemes (CIS) including; open-ended mutual funds, open-ended investment companies/ICVCs/ SICAVs or unit trusts - but not Exchange-Traded Funds (ETFs) or closed-end funds, e.g. Investment Trusts; |
3.2.2 | Securities which are direct obligations of an OECD country (e.g. US Treasury Bonds); |
3.2.3 | In-specie transfers; and |
3.2.4 | Bankers acceptances, bank certificates of deposit, commercial paper and High Quality Short-Term Debt Instruments including repurchase agreements. |
Employees are required to provide statements for all Covered Accounts as described in Section 7.4. If an account has the ability to invest in Covered Securities, the account is considered a Covered Account and the full statement must be provided to Compliance including information regarding Exempt Investments.
2016 Code of Ethics EMEA (ex UK) Page 9 of 29 |
Transactions which require pre-notification and pre-clearance |
3.3 | Pre-Clearance |
3.3.1 | Transactions in a Covered Account which must be notified to the Compliance department for pre-clearance, regardless of whether the order is placed directly or through a broker/adviser, include the following (Covered Securities): |
| buys or sales of ordinary securities, equivalent securities, venture capital schemes such as Venture Capital Trusts (VCTs), Investment Trusts and Exchange Traded Funds (ETFs), including any of these investments which are held within a product/wrapper; and |
| buys, sales, or switches in Invesco UK ICVCs, GPR/Cross Border Funds, Pension Funds or other affiliated schemes, including any of these investments which are held within an unaffiliated product/wrapper e.g. Invesco funds managed by an unaffiliated pension provider. |
All Employees must receive prior approval using the Star Compliance system or from the IVZ Global Code of Ethics Team in order to engage in a personal securities transaction in a Covered Security.
Pre-clearance will not be given if the proposed personal securities transaction is in conflict with any of the rules outlined in this Policy, including the Blackout Rule.
3.3.2 | The Pre-clearance Process |
For those using STAR the pre-clearance process involves the following steps:
| The proposed trade must be entered into the Star Compliance system. |
| The Star Compliance system will confirm if there is any Client activity in the same or equivalent security currently on the trading desk and verify if there have been any transactions within the corresponding Blackout Rule period (refer to section 4.1.2). |
| The Star Compliance system will check to see if the security is on the restricted list (refer to section 4.1.1). |
| If any potential conflicts are identified by the Star Compliance system, the request will be reviewed by the IVZ Global Code of Ethics Team. |
| An automated response will be received by the Employee for all pre-approval requests indicating whether the transaction has been approved or denied. |
For those without access to Star Compliance, please refer to the pre-clearance form at Appendix D.
3.3.3 | Executing Approved Transactions |
All authorised personal securities transactions must be executed on the same business day . If the trade is not executed within this time period, a new pre-clearance request must be submitted and approved if the Employee still intends to trade in that security.
2016 Code of Ethics EMEA (ex UK) Page 10 of 29 |
All approved trades that are not executed must be retracted in the Star Compliance system by the Employee.
No order for a securities transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of authorisation of the transaction. Employees may be requested to reverse any trades processed without the required pre-approval. Any costs or losses associated with the reversal are the responsibility of the Employee. The Employee may also be asked to disgorge any profits from the trade.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only , except in the following situations:
| Approval is granted after the close of trading day. In this case, approval is valid through the next trading day. |
| Where an employee submits a request for a security that is trading on a market that is not open when the request is submitted and receives approval for the trade, the trade must be completed prior to closing of the market immediately following approval. |
3.3.4 | Copies of the relevant contract notes (or equivalent) must be sent to codeofethicsemeaexuk@invesco.com. This must be done in a timely manner. |
For those not accessing Star Compliance the details of where to provide contract notes is noted in the pre-clearance form.
3.4 | Transactions that do not need to be pre-cleared . The pre-clearance requirements (and the trading restrictions on personal investing described below) do not apply to the following transactions, unless otherwise indicated: |
3.4.1 | Discretionary Accounts. Transactions effected in any Covered Account over which the Employee has no direct or indirect influence or control (a Discretionary Account). An Employee shall be deemed to have no direct or indirect influence or control over an account only if all of the following conditions are met: |
i) | investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the Employee; and |
ii) | the Employee certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary; and |
iii) | the advisor also certifies in writing that he or she will not discuss any potential investment decisions with the owner of the account or the Employee; and |
iv) | duplicate periodic statements are provided to the IVZ Global Code of Ethics Team. |
v) | the Compliance Department has determined that the account satisfies the foregoing requirements. |
2016 Code of Ethics EMEA (ex UK) Page 11 of 29 |
3.4.2 | Governmental Issues. Investments in the debt obligations of state and municipal governments or agencies. |
3.4.3 | Non-Volitional Trades. Transactions which are non-volitional on the part of the Employee (such as the receipt of securities pursuant to a stock dividend or merger). |
3.4.4 | Automatic Transactions Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company. |
3.4.5 | Rights Offerings Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights. |
3.4.6 | Independent Non-Executive Directors Transactions Transactions in securities, except for Invesco Ltd. shares and/or Investment Trusts and other affiliated funds managed by Invesco, by Independent Non-Executive Directors. Transactions by Independent Non-Executive Directors will be pre-cleared outside of Star Compliance. |
3.4.7 | Exchange Traded Funds (ETFs ) Employees must seek pre-clearance for transactions in respect of ETFs unless otherwise indicated on the Pre-clearance Exempt ETF List. . ETFs are Covered Securities and are still subject to requirements and limits on personal investing as described in sections 4 and 7, irrespective of whether pre-clearance is required |
3.4.8 | Note that all of the transactions described in paragraphs 3.4.1. to 3.4.7, while not subject to pre-clearance, are nevertheless subject to all of the reporting requirements set forth below in paragraph 7.3. This must be done in a timely manner after the transaction. |
4 | TRADE RESTRICTIONS ON PERSONAL INVESTING |
4.1 | All transactions in Covered Accounts which are subject to the pre-clearance requirements specified in this Code are also subject to the following trading restrictions: |
4.1.1 | Restricted Lists Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest. |
4.1.2 | Blackout Periods An employee may not buy or sell, or permit any Covered Account to buy or sell, a security or any instrument if there is conflicting activity in an Invesco Client account. |
Non-Investment Personnel.
| may not buy or sell a Covered Security within two trading days before or after a Client trades in that security; and |
2016 Code of Ethics EMEA (ex UK) Page 12 of 29 |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
Investment Personnel .
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security; and |
| may not buy or sell a Covered Security if there is a Client order on that security with the trading desk. |
De Minimis Exemptions. Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
o Equity de minimis exemptions .
If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the FTSE 100 Index, DAX Index, CAC 40 Index or any of the other main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/De%20Minimis%20
Indices%20List.pdf .
If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day.
o Fixed income de minimis exemptions . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to EUR 70,000 of par value of such security in a rolling 30-day period.
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days.
For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction.
2016 Code of Ethics EMEA (ex UK) Page 13 of 29 |
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business/trade day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day (see section 3.3.3). If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
4.1.3 | In the event there is a trade in a client account in the same security or instrument within a blackout period, the Employee may be required to close out the position and to disgorge any profit to a charitable organisation chosen by Invesco Compliance. |
4.1.4 | Invesco Ltd. Securities |
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd.s securities, on an exchange or any other organized market.
3. For all Covered Persons, all transactions, including transfers by gift, in Invesco Ltd. Securities are subject to pre-clearance regardless of the size of the transaction, and are subject to blackout periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section 7.3 of this Code.
Any Employee who becomes aware of material non-public information about Invesco is prohibited from trading in Invesco Securities. Full details of the Invesco stock transaction Pre-Clearance Guide and restrictions for all Employees of Invesco can be found in Appendix B.
4.1.5 | Invesco Investment Trusts Staff dealing in Invesco Investment Trusts will also be subject to closed periods as dictated by each of the Trusts. |
4.1.6 | Affiliated Funds such as the Cross Border Product Range, PowerShares ETFs, French domiciled UCITS and other affiliated schemes will be subject to the Short -Term Trading restrictions (60 day rule - see 4.1.7). Any preferential rate of sales charge allowed to staff will be withdrawn in circumstances where it is apparent that the Employee has traded on a short-term basis in those shares i.e. where previous transactions by that person have resulted in the short-term holding of those investments. Shares of affiliated schemes will not be accepted for redemption if the funds themselves are closed for redemption due to the effects of subsequent market or currency movements. |
2016 Code of Ethics EMEA (ex UK) Page 14 of 29 |
4.1.7 | Short-Term Trading Profits It is Invescos policy to restrict the ability of Employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale of any security or instrument held less than 60 days. This section (4.1.7) will not apply to Financial Spread Betting transactions which have been approved under the Exceptions section (4.1.15) of this Policy. |
4.1.8 | Initial Public Offerings No Employee may purchase or permit any Covered Account to purchase a security offered pursuant to an initial public offering, except in a Venture Capital Trust or Real Estate Investment Trust (REIT), wherever such offering is made. However where the public offering is made by a Government of where the Employee is resident and different amounts of the offering are specified for different investor types e.g. private and institutional, the Compliance Officer may allow such purchases after consultation with the EMEA functional lead. |
4.1.9 | Privately-Issued Securities Employees may not purchase or permit a Covered Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the Compliance Officer after consultation with the EMEA functional lead (e.g. where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). |
4.1.10 | Employees, however, may invest in interests in private investment funds (i.e. hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and reporting requirements contained in this Code. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the Employees investing is part of a business conducted by the Employee. Such ownership should be reported to the Compliance Officer. |
4.1.11 | Short Sales An Employee may not sell short a security. |
4.1.12 | Financial Spread Betting Employees may not enter into Financial Spread betting arrangements unless they have applied in writing to do so under the Exceptions section of this Policy (4.1.15) and have received written confirmation that this is permitted. Exceptions will not be granted for Financial Spread Betting on single stocks but, depending on the circumstances, spread betting on Foreign Exchange Rates, Main Indices and Government Bonds may be allowed on an exceptions basis. |
4.1.13 | Futures Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments. |
2016 Code of Ethics EMEA (ex UK) Page 15 of 29 |
4.1.14 | Investment Clubs Employee participation in an investment club with the purpose of pooling money and investing based on group investment decisions is prohibited. |
4.1.15 | Exceptions The EMEA functional lead, local Head of Office and the Director of Compliance EMEA (ex UK) (or their designees) may together, on a case by case basis, grant exceptions from these trading restrictions upon written request. Any exceptions granted will be reported to the local Board of Directors at least annually. |
5 | ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS |
5.1 | In order to reduce potential conflicts of interest arising from the participation of Employees on the boards of directors of public, private, non-profit and other enterprises, all Employees are subject to the following restrictions and guidelines: |
5.1.1 | An Employee may not serve as a director of a public company without the approval of the Compliance Officer after consultation with the EMEA functional lead and the Head of Office. |
5.1.2 | An Employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if: |
(i) | client assets have been invested in such company and having a seat on the board would be considered beneficial to our clients interest; and |
(ii) | service on such board has been approved in writing by the Compliance Officer after consultation with the EMEA functional lead and the Head of Office. The Employee must resign from such board of directors as soon as the company contemplates going public, except where the Compliance Officer (after consultation with the EMEA functional lead and the Head of Office) has determined that an Employee may remain on a board. In any event, an Employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; any compensation offered shall either be refused or, if unable to be refused, distributed pro rata to the relevant client accounts. |
5.1.3 | An Employee must receive prior written permission from the local Head of Office (after consultation with the Compliance Officer) or his designee before serving as a director, non-executive director, trustee or member of an advisory board of either: |
(i) | any non-profit or charitable institution; or |
(ii) | a private family-owned and operated business. |
2016 Code of Ethics EMEA (ex UK) Page 16 of 29 |
5.1.4 | An Employee may serve as an officer or director of a residential co-operative, but must receive prior written permission from the local Head of Office (after consultation with the Compliance Officer) before serving as a director if, in the course of such service, he or she gives advice with respect to the management of the co-operatives funds. |
5.1.5 | If an Employee serving on the board of directors or advisers of any entity comes into possession of material, non-public information through such service, he or she must immediately notify the Compliance Officer. |
5.1.6 | An Invesco Employee shall not take personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a clients intentions, activities or portfolios except: |
i) | to fellow Employees, or other agents of the client, who need to know it to discharge their duties; or |
ii) | to the client itself. |
5.1.7 | Employees may not cause or attempt to cause any Client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Employee or Invesco. |
5.1.8 | If an Employee or immediate family member stands to materially benefit from an investment decision for an Advisory Client that the Employee is recommending or participating in, the Employee must disclose that interest to persons with authority to make investment decisions and to the local Compliance Officer. Based on the information given, a decision will be made on whether or not to restrict the Employees participation in causing a client to purchase or sell a Security in which the Employee has an interest. |
5.1.9 | An Employee must disclose to those persons with authority to make investment decisions for a Client (or to the Compliance Officer if the Employee in question is a person with authority to make investment decisions for the Client), any Beneficial Interest that the Employee (or immediate family) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the Employee (or immediate family) or the appearance of impropriety. The person to whom the Employee reports the interest, in consultation with the Compliance Officer, must determine whether or not the Employee will be restricted in making investment decisions. |
2016 Code of Ethics EMEA (ex UK) Page 17 of 29 |
6 | CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES |
6.1 | General Principles In addition to the specific prohibitions on certain personal securities transactions as set forth herein, and in-line with the requirements of the Fraud Policy, all Employees are prohibited from: |
6.1.1 | Employing any device, scheme or artifice to defraud any prospect or client; |
6.1.2 | Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
6.1.3 | Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client; |
6.1.4 | Engaging in any manipulative practice with respect to any prospect or client; |
6.1.5 | Revealing to any other person (except in the normal course of his or her duties on behalf of a client) any information regarding securities transactions by any client or by Invesco, or |
6.1.6 | Revealing to any other person (except in the normal course of his or her duties on behalf of a client) the consideration of any securities transactions by any client or by Invesco. |
7 | CERTIFICATIONS AND REPORTING REQUIREMENTS |
7.1 | This Code forms part of an employees contract of employment and any breach may be grounds for disciplinary action up to and including summary dismissal. |
7.2 | In order to implement the general principles, restrictions and prohibitions contained in this Code, each Employee is required to provide the following certifications and reports described in sections 7.2 to 7.4 below.: |
7.2.1 On commencing employment at Invesco, each new employee shall receive a copy of the Code and will be expected to confirm that they understand and accept this Code within 10 days of commencing employment.
7.2.2 New employees are also required, within 10 days of commencing employment, to provide the following to the Compliance Department:
(i) | a list of all Covered Accounts (see Initial Holdings Report 7.3.1); and |
(ii) | details of any directorships (or similar positions) of for-profit, non-profit and other enterprises. |
2016 Code of Ethics EMEA (ex UK) Page 18 of 29 |
7.3 | Employees are required to sign-off and submit various reports in the Star Compliance system as detailed in sections 7.3.1 to 7.3.4 below. Employees that do not hold any Covered Securities or Covered Accounts are still required to sign-off on these reports. |
7.3.1 Initial Holdings Reports. Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by reporting the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
| A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Interest. A Covered Person is presumed to havea Beneficial Interest in securities held by members of their immediate family sharing the same household (e.g., a spouse or civil partner and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| The security identifier (CUSIP, symbol, etc.); |
| The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and |
| The date that the report is submitted by the Covered Person |
7.3.2 Quarterly Transactions Reports. All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The nature of the transaction (buy, sell, etc.); |
| The security identifier (CUSIP, symbol, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted to Compliance. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions that do not require pre-clearance such as transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or Exempt Investments (refer to section 3.2).
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit
2016 Code of Ethics EMEA (ex UK) Page 19 of 29 |
of the Covered Person (including Covered Securities held in a retirement vehicle, including plans sponsored by Invesco or its affiliates).
The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted to Compliance. |
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
7.3.3 Annual Holdings Reports. All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:
| The security name and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; |
| With respect to Discretionary Accounts, if any, certifications that such Employee does not discuss any investment decisions with the person making investment decisions; |
| With respect to any non-public security owned by such Employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year; and |
| The date that the report is submitted by the Covered Person to Compliance. |
7.3.4 Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved, where required, by the relevant board/management committee.
All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognise that they are subject to the Code. On an annual basis, Employees are required to provide an updated list of the following to Compliance:
i) | directorships (or similar positions) of for-profit, non-profit and other enterprises; |
2016 Code of Ethics EMEA (ex UK) Page 20 of 29 |
ii) | potential conflicts of interest identified which have not yet been reported to the Compliance Department; and |
iii) | potential Fiduciary or Treating Customers Fairly issues identified which have not yet been reported to the Compliance Department/ escalated through appropriate reporting channels. |
7.4 | Confirmations and Statements. |
In respect of each covered personal securities transaction involving a Covered Security, Employees are encouraged to direct their brokers to deliver to the Invesco Compliance Department, duplicate trade confirmations and account statements for their Covered Accounts in a timely manner. If duplicate contract notes are not provided by the broker, the Employee must provide the statements directly to Compliance in a timely manner following a trade or receipt of a periodic statement. In addition, Employees must provide duplicate trade confirmations and account statements directly to the Compliance upon request.
Material breaches and concerns are reported to Invesco boards, and/or committees of same, as appropriate.
7.5 | Exempt Investments Confirmations, periodic statements, and periodic reports need not be provided with respect to Exempt Investments (see 3.2). If an account has the ability to hold both Covered Securities and Exempt Investments, the periodic statement will need to be provided and may include information regarding Exempt Investments. |
7.6 | Disclaimer of Beneficial Interest Any report required under this Code may contain a statement that such report is not to be construed as an admission by the person making the report that he or she has any direct and indirect beneficial interest of the security to which the report relates. |
7.7 | Annual Review The Compliance Officer will review the Code on an annual basis and as necessary, in light of legal and business developments and experience in implementing the Code, and will prepare a report, where required/appropriate, to the relevant board/management committee that: |
7.7.1 | summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year, |
7.7.2 | identifies any violations requiring significant remedial action during the past year, and |
7.7.3 | identifies any recommended changes in existing restrictions or procedures based on the experience under the Code, evolving industry practices, or developments in applicable laws or regulations |
8 | MISCELLANEOUS |
8.1 |
Interpretation The provisions of this Code will be interpreted by the Compliance Officer. Questions of interpretation should be directed in the first instance to the Compliance Officer or his/her |
2016 Code of Ethics EMEA (ex UK) Page 21 of 29 |
designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the Compliance Officer is final.
8.2 | Sanctions Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial. |
Invesco may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
Any violations of this Code and sanctions therefore will be reported to the local Board of Directors at least annually.
8.3 | Effective Date This revised Code shall become effective as of 1 October 2016. |
8.4 | IVZ Global Code of Ethics Team Contact Information You may direct any questions regarding this Code to the IVZ Global Code of Ethics Team by email to codeofethicsEMEAexUK@invesco.com . If you are not utilising Star Compliance please refer your queries to local Compliance. |
2016 Code of Ethics EMEA (ex UK) Page 22 of 29 |
9 | SPECIFIC PROVISIONS FOR EMPLOYEES OF INVESCO REAL ESTATE AND EMPLOYEES ASSOCIATED WITH REAL ESTATE TRANSACTIONS UNDERTAKEN BY INVESCO : |
9.1 | The purpose of this section is to ensure all personal real estate transactions and financing of Employees are conducted |
| to place the interests of Invescos clients first, |
| to avoid any actual, potential or appearance of a conflict of interest, |
| to avoid any abuse of an Employees position of trust and responsibility and |
| to avoid the possibility that Employees would take inappropriate advantage of their positions. |
9.2 | The requirements in these sections are an addition to rather than a substitute of all other requirements made in the Code of Ethics. |
Restrictions
Any Employee who:
| knowingly invests in real estate or recommends investments in real estate while in possession of material, non-public information, |
| informs somebody (outside of Invesco or the client) about a real estate investment or about a client using information he has received through his employment with Invesco may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco. |
These restrictions also apply to investments undertaken by third parties on the Employees account or by the Employee for another person.
Definitions
Material information is any information about a real estate investment which, if disclosed, is likely to affect the market price of a real estate investment. Examples of information which should be presumed to be material are matters such as income from property, pollution of the premises, earnings estimates of a real estate project development plans or changes of such estimates, or forthcoming transformation of land into building land prior to public planning.
Non-public information is information that is not provided by publicly available sources. Information about a real estate investment is considered to be non-public if it is received under circumstances which indicate that such information may be attributable, directly or indirectly, to any party involved in the real estate project or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary duty. An example of non-public information related to real estate investments is the desire or need of a client to sell a real estate investment.
Inside information is information of precise nature, which has not been made public, relating, directly or indirectly to one or more issuers or to one or more instruments. The information is precise if it indicates circumstances which exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur and is specific enough to enable a conclusion to be drawn as to the possible effect on the price of the relevant real estate investment.
2016 Code of Ethics EMEA (ex UK) Page 23 of 29 |
In the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information
In particular, the following activities must not be entered into without carefully ensuring that there are no implications of insider trading and no appearance of a conflict of interest:
1. | Personally investing in real estate for a client when another client or a business partner of Invesco is involved in setting up and selling the investment. e.g. as an intermediary or a financier. |
2. | Entering into a private real estate transaction or financing when any cost or fees brought forth by it are other than at arms length. |
3. | Taking personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. |
4. | Investing in real estate for a client where Invesco has access to information which may be price sensitive. |
5. | Manipulation of the market by entering into a transaction, placing an order or any other behavior which gives or is likely to give false or misleading signals as to the supply of, demand form or price of a real estate investment or secures or is likely to secure the price of one or several real estate investments. This also covers any attempt of market manipulation. |
6. | Release of any information (except in the normal course of his or her duties as an Employee of Invesco) about a clients considerations of a real estate investment. |
7. | Personally engaging in real estate investments and thereby using information received through the employment with Invesco. |
Personal Investing Activities, Pre-Clearance and Pre-Notification
Prior to engaging in any private real estate transaction the Employee must fully disclose the transaction or financing to the local compliance officer along with details of any non-public information held by the Employee. Further detail may be requested by Compliance including an independent valuation or confirmation of purchase price.
It will only be permitted if it is not contrary to the interests of Invesco or the clients of Invesco. In the event that such an engagement was entered into before the Employee has joined Invesco and it is a commercial investment (not inhabited by the Employee or family members), it must be disclosed upon employment.
Disclosure of the transaction is also required if the Employee acts as an authorised agent, if the transaction is undertaken by a third party for the account of the Employee or if a transaction one in which an Employee has indirect financial interest or indirect benefit, such as those in the name of the Employees spouse, civil partner, or child living in the same household.
Compliance will without delay inform the Employee about the decision. If the permission for a particular investment is given, a time limit of one year applies to the actual engagement in this specific investment.
2016 Code of Ethics EMEA (ex UK) Page 24 of 29 |
APPENDIX A
DEFINITIONS
1. | Advisory Client means any client (including both investment companies and managed accounts) for which Invesco serves as an investment adviser, renders investment advice, or makes investment decisions. |
2. | Beneficial Interest means the opportunity to share, directly or indirectly, in any profit or loss on a transaction in Securities, including but not limited to all joint accounts, partnerships and trusts. |
3. | A Covered Account is defined for purposes of this Policy as any account: |
| Where the Employee is the registered owner of the securities in the account, thereby having a direct financial interest or benefit from the account; or |
| In which an Employee has indirect financial interest or indirect benefit, such as accounts held in the name of the Employees spouse, civil partner, or child living in the same household. |
| In which an Employee has direct control, such as any account for which the Employee has a power of attorney or trading authorization, trust accounts on which the Employee is appointed a trustee, or corporate accounts for which the Employee is an authorised signing officer. |
The examples provided above are not all-inclusive. There may be other account types and registrations not listed above that are considered covered for the purposes of this Policy.
4. | Employee means a person who has a contract of employment with an Invesco Company within Europe (excluding UK); including consultants, contractors or temporary Employees. |
5. | Equivalent Security means any Security issued by the same entity as the issuer of a security, including options, rights, warrants, preferred stock, restricted stock, bonds and other obligations of that company. |
6. | Fund means an investment company for which Invesco serves as an adviser or subadviser. |
7. | High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is treated in one of the highest two rating categories by a Nationally Recognised Statistical Rating Organisation, or which is unrated but is of comparable quality. |
9. | Initial Public Offering means any security which is being offered for the first time on a Recognised Stock Exchange. |
10. | Open-Ended Collective Investment Scheme means any Open-ended Investment Company, US Mutual Fund, UK ICVC or Irish Unit Trust, Luxembourg SICAV, French SICAV or Bermuda Fund. |
11. | Securities Transaction means a purchase of or sale of Securities. |
12. | Security includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants. |
2016 Code of Ethics EMEA (ex UK) Page 25 of 29 |
13. | Affiliate schemes defined as all UK domiciled Invesco ICVCs, all Invesco Continental European domestic ranges and all Invesco Ireland and Luxembourg SICAVs and Unit Trusts. |
2016 Code of Ethics EMEA (ex UK) Page 26 of 29 |
APPENDIX B
Type of Transaction in IVZ |
Pre-
Clearance |
Basis for
Approval |
Quarterly
Reporting of Transactions |
Annual Report
of Holdings |
||||||||||
- Open market purchases & sales |
Yes | Not permitted in | Yes | Yes | ||||||||||
- Transactions in plan |
blackout periods. | |||||||||||||
|
Compliance
Officer |
|
Compliance Officer |
|
Compliance
Officer |
|
||||||||
Exercise of Employee Stock Options when same day sale |
Yes |
Not permitted in
closed periods |
Yes | n/a | ||||||||||
Recd when merged w/ Invesco |
IVZ Company | for those in the | Compliance | |||||||||||
Options for Stock Grants |
Secretarial | Blackout Group. | Officer | |||||||||||
Options for Global Stock Plans |
||||||||||||||
Options for Restricted StkAwards |
||||||||||||||
Option holding | ||||||||||||||
period must be | ||||||||||||||
satisfied. | ||||||||||||||
Sale of Stocks Exercised and held until | Yes | Not permitted in | Yes | Yes | ||||||||||
later date. Options Exercised will have | closed periods | |||||||||||||
been received as follows: | Compliance | for those in the | Compliance Officer | Compliance | ||||||||||
Recd when merged w/ Invesco |
Officer | Blackout Group. | Officer | |||||||||||
Options for Stock Grants |
||||||||||||||
Options for Global Stock Plans Options for Restricted StkAwards |
Stock holding
period must be satisfied. |
|||||||||||||
Sale of Stock Purchased through Sharesave or Invesco Employee Stock Purchase Plan |
|
Yes
Compliance
|
|
Not permitted in
closed periods for those in the Blackout Group. |
|
Yes
Compliance Officer |
|
|
Yes
Compliance
|
|
1) Open market purchases/sales - Pre-clearance to deal is required from Compliance, no dealing is permitted during close periods for those in the Blackout Group. Details of closed periods are posted to the intranet site by Company Secretarial.
2) Employee Stock Options (a) exercise/same day sale - authorisation of the Option is granted by Company Secretarial Department and signed by Trustees of the Scheme.
3) Employee Stock Options (b) exercise/take possession/subsequent day sale - same as above, except that individual would pay for the shares and pay tax. The stock would then be lodged in the Employee share service arrangement - then if subsequent disposal was sought the normal pre-clearance process would apply (pre-clearance from Compliance - no dealing during closed periods for Blackout Group members).
4) Stock Grants (Global Stock Plans) - Awards made yearly, stock would be purchased through Company Secretarial and held for three years. After three years elect to keep the shares or distribute - stock would be transferred to Employee share service arrangement with normal pre-clearance/closed period requirements.
5) Employees who receive IVZ stock when their company is purchased by IVZ - stock distribution as part of the transaction to buy the Company concerned. Stock would be issued to the individual concerned and, depending on the terms of the deal, may be required to be held for a period. Stock would be transferred into the Employee share service, and subject to terms of the Company deal would then follow normal pre-clearance/close period guidelines.
6) Restricted Stock Awards - similar to stock grants as above - except tax not paid initially - pre-clearance from Compliance and closed period restrictions apply.
7) Transactions in IVZ stock via a pension plan - Transaction no different to open market purchases - pre-clearance required, dealing in closed periods not allowed.
8) Sharesave - If Sharesave is exercised then stock would be placed into Employee share service arrangement. Then if individual sells they go through normal pre-clearance and closed period process. Special rules may be brought in at share save anniversary dates. These will be communicated as appropriate.
10) Invesco Employee Stock Purchase Plan (ESPP) - payroll deduction contributions or purchases into the ESPP do not require pre-clearance but all sale transactions do require pre-clearance. Employees who are not subject to a blackout period are allowed to sell the IVZ shares immediately they are available to sell. The 60 day holding period does not apply to such sales.
2016 Code of Ethics EMEA (ex UK) Page 27 of 29 |
APPENDIX C
Personal Account Dealing Guidance Overview
Investment / transaction type |
60 day holding period * |
Pre- Clearance |
Post- event Reporting |
Exempt |
Not Allowed |
|||||
ANY deliberate transactions (buys or sells) in Covered Securities of any type including: Equities, Options, Fixed Income, Venture Capital Funds, IVZ shares**, ETFs etc. | x | x | ||||||||
IVZ funds/products including PowerShares ETFs | x | x | ||||||||
Privately issued investment securities/hedge funds | x | x | ||||||||
Independent Non-Executive Directors: Personal Investment Transactions in IVZ Ltd. shares & products. | x | x | ||||||||
Government and local authority debt (non-OECD country) | x | x | ||||||||
Independent Non-Executive Directors: Personal Investment Transactions in non- IVZ shares & funds | x | x | ||||||||
Undirected/Automatic transactions or movements | x | x | ||||||||
Non-IVZ Collective Investment Schemes (excluding ETFs) | x | |||||||||
OECD debt (e.g. US treasury bills) | x | |||||||||
Financial Spread betting *** | x | |||||||||
Initial Public Offerings*** | x | |||||||||
Futures/Short Sales | x |
Note: in all cases, unless exempt, contract notes confirming the trades must be provided to Compliance in a timely manner. Pre-trade approval is valid for that day only.
* | An exemption might be granted but if so, profits cannot be retained |
** | May be subject to a close period |
*** | Apply for an exemption within the pre-trade authorisation process |
2016 Code of Ethics EMEA (ex UK) Page 28 of 29 |
APPENDIX D
APPENDIX D INVESCO PRE-CLEARANCE OF PERSONAL TRADE AUTHORISATION FORM N.B. UK Employess with access to STAR must use STAR for preclearance. EMEA Ex UK Employees are encouraged to use STAR but can use this form if desired. PLEASE ENSURE YOU HAVE OPENED THIS FORM WITH MACROS ENABLED Section A STEP 1 PLEASE COMPLETE THIS SECTION : Permission is sought to: Type of Security: Please state the Name of Company / Fund Stock ID (ISIN etc: ) Please Date of Request: Name of Broker Office to-date Account Number Name of Beneficial Owner: Address of Beneficial Owner: Amount of transaction: Shares or currency: PLEASE COMPLETE THIS SECTION FULLY BY PUTTING AN X IN ONLY ONE OF THE BOXES BELOW AND THEN PRESSING THE ENTER BUTTON ON YOUR KEYPAD. THE NOTE BELOW THE BOXES WILL THEN TELL YOU WHAT TO DO NEXT This is a transaction in a Venture Capital Trust (VCT) or an Invesco/Invesco affiliated fund or a transaction in Invesco shares This a transaction in a non-Invesco affiliated fund This is a transaction which is not listed in the above two options (e.g. Investment Trusts; Ordinary shares etc.. ) PLEASE FOLLOW THE INSTRUCTIONS ABOVE FOR GUIDANCE I have read the Invesco Code of Ethics relevant to my region and believe to the best of my knowledge that the proposed trade (s) fully comply with the requirements of the Code. Name of Employee: Date: here to view the INVESCO UK and EMEA ex UK Code of Ethics (If you click link press the enter button on returning to form) STEP 2: COMPLETE EITHER SECTION B OR C BELOW AS INSTRUCTED ABOVE AND READ INSTRUCTIONS CAREFULLY Section BVenture Capital Trusts(VCTs); Affiliated funds (Complete this section if directed by Section A above. ) Step 3: Answer the questions below. If you are unable to change the answers to N please press the enter button and try again. If this does not work then you may not have enabled macros when opening the form and you should close the form and start again. 1 I certify that I do not possess material nonpublic information regarding this security and its issuer, nor am I aware of any recent trading Yes No activity in this security on behalf of clients. 2 Have you or any account covered by the pre-authorisation provisions of the Code purchased or sold these securities (or equivalent securities) in the prior 60 days? Yes No Step 4 E-mail to:*UK- Compliance Personal Share Dealing, Date: Time: Compliance Step 5: Compliance will review and revert by e-mail. You can now trade. The trade must be completed by the end of the business day from the date of this confirmation. For UK staff please ensure copy contract notes are forwarded to Kim McLaren. For EMEA ex UK contract notes should be provided to *EMEA (ex UK)Compliance PSD Manual Process. Section CEquity, Bonds, Warrants etc Step 3: Answer the questions below. If you are unable to change the answers to N please press the enter button and try again. If this does not work then you may not have enabled macros when opening the form and you should close the form and start again. 1 Do you, or to your knowledge does anyone at Invesco, possess material non-public information regarding the security or the issuer of Yes No the security? 2 To your knowledge are the securities (or equivalent securities) being considered, for purchase or sale by one or more accounts managed by Yes No Invesco? 3 Have you or any account covered by the pre-authorisation provisions of the Code purchased or sold these securities (or equivalent securities) Yes No in the prior 60 days? 4 Are the securities being acquired in an initial public offering? Yes No 5 Are the securities being acquired in a private placement? If so, please complete the Private Placement form which can be obtained from the Yes No Compliance Department. STEP 4: UK employees to e-mail to *UK- Compliance Personal Share Dealing, Compliance are signing off to confirm that the securities in question have not been traded in the last three days (unless the deal is <500 shares and a main index constituent) or up to (€70,000 of par value for Fixed income and a main index constituent) and there are no outstanding orders. STEP 5: Compliance will approve or reject items back to the applicant. Compliance Compliance sign off is given for securities deals based on a review of your responses in Section 3 indicating that there would be no breach of Invescos fiduciary duty by the trade being executed and evidencing compliance review of personal trading restrictions as outlined in the Code of Ethics. Step 6: Once authorisation has been received from Compliance you can place the trade by the end of business day without further approval. UK staff must provide a copy of the contract note to Kim McLaren, Compliance Department, Henley. EMEA ex UK staff must provide copy contract notes to *EMEA (ex UK)Compliance PSD Manual Process. AUTHORITY TO DEAL This is to confirm that authorisation has been given today to the above application to acquire/dispose of the above amount of shares/bonds/options etc. This consent shall remain valid until the end of the business day from the date of this authority letter and the transaction must be completed within this time period. As a condition of this consent the Company reserves the right to its withdrawal if circumstances arise, prior to your effecting this transaction, thatwould then make it inappropriate for you to enter into this transaction. You are required to ensure that a copy of the contract note evidencing the transaction is forwarded to the relevant Compliance department in a timely manner. This authorisation is given subject to the Invesco Code of Ethics relevant to your region. 29.09.2015 Invesco assures that the confidentiality standards and data protection requirements of the country of origin are maintained. It also assures that all information regarding employees requests for trading remains confidential and are handled by authorised personnel only.
2016 Code of Ethics EMEA (ex UK) Page 29 of 29 |
Invesco Senior Secured Management, Inc.
Policies and Procedures
Code of Ethics Policy
Policy Owner: | Compliance, Management | |
Policy Approver: | Compliance | |
Version: | 1.15 | |
Last Review Date: | June 1, 2015 | |
Next Review Date: | June 1, 2016 | |
Review Frequency: | Annual and as needed | |
Applicable Authority: | Rule 204A-1 of the Investment Advisers Act of 1940 | |
Policy Cross References: |
Invesco Ltd. Code of Conduct, Invesco Insider Trading Policies; Invesco Advisers, Inc. Code of Ethics, Invesco Advisers, Inc. Political Contributions Policy; ISSM Advertising and Marketing Policy, Information Wall and Material Non-Public Information Policy, Political Contributions Policy, and Gifts and Entertainment Policy |
Overview
In our efforts to ensure that Invesco Senior Secured Management, Inc. (ISSM) develops and maintains a reputation for integrity and high ethical standards, it is essential not only that ISSM and its employees comply with relevant federal and state securities laws, but also that we maintain high standards of personal and professional conduct. The ISSM Code of Ethics (the Code) is designed to help ensure that we conduct our business consistent with these high standards.
The policies and procedures set forth in the Code apply to all employees of the firm. Failure to comply with the Code may result in disciplinary action, including termination of employment.
ISSM holds to the following principles:
| We are fiduciaries. Our duty is at all times to place the interests of our Clients first. |
| All personal securities transactions will be conducted in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employees position of trust and responsibility. |
| No employee should take inappropriate advantage of their position. |
| The fiduciary principle that information concerning the identity of security holdings and financial circumstances of any Client is confidential. |
This policy is the property of Invesco Senior Secured Management, Inc. and may not be provided to any external party without express prior consent from Compliance or Legal. |
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Standards of Business Conduct
In adherence to Invescos Code of Conduct, all Invesco employees must comply with all applicable federal and state securities laws. Employees are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a Client:
| To defraud such Client in any manner; |
| To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such a Client; |
| To engage in any manipulative practice with respect to such Client; or |
| To engage in any manipulative practice with respect to securities, including price manipulation. |
Conflicts of Interest
As a fiduciary, ISSM has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its Clients. Compliance with this duty can be achieved by avoiding conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Client. Employees should try to avoid any situation that has even the appearance of conflict or impropriety.
Personal Securities Transactions
All access persons are required to comply with Invescos policies and procedures regarding personal securities transactions. Information concerning the identity of security holdings and all material nonpublic information related to the holdings of Clients is confidential. Employees are prohibited from disclosing to persons outside the firm any material nonpublic information about any Client, the investments made by the firm on behalf of Clients, and information regarding the firms trading strategies, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes.
Refer to ISSMs Information Wall and Material Non-Public Information Policy and Invesco Advisers, Inc.s Code of Ethics for specific requirements.
Gifts and Entertainment
A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the firm and its clients. The overriding principle is that supervised persons should not accept inappropriate gifts, favors,
This policy is the property of Invesco Senior Secured Management, Inc. and may not be provided to any external party without express prior consent from Compliance or Legal. |
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entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, supervised persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.
Refer to the ISSM Gifts and Entertainment Policy for more detailed guidelines.
Political Contributions
ISSM recognizes that various laws and regulations impact the ability of ISSM and its employees to make political contributions in certain circumstances. ISSM seeks to comply with the prohibitions of Rule 206(4)-5 under the Advisers Act (the SEC Pay to Play Rule). ISSM also seeks to comply with all other laws that may restrict or prohibit ISSM or its employees from making certain political contributions.
Refer to the Invesco Advisers, Inc. Political Contributions Policy for more detailed guidelines.
Board of Directors
Because of the high potential for conflicts of interest and insider trading problems, investment personnel may not serve on the boards of directors of any public companies without previous approval from the IVZ Global Code of Ethics Team. If the outside business activity is approved, the employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain employees that serve on corporate boards as a result of, or in connection with, Client investments made in those companies.
Marketing and Promotional Activities
All oral and written statements, including those made to clients, prospective clients, their representatives, or the media must be professional, accurate, balanced, and not misleading in any way. Any promotional materials must be pre-approved.
Refer to the ISSM Advertising and Marketing Policy for specific guidelines.
This policy is the property of Invesco Senior Secured Management, Inc. and may not be provided to any external party without express prior consent from Compliance or Legal. |
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Other Outside Activities
Employees are prohibited from engaging in outside business or investment activities that may interfere with their duties with the firm. Outside business affiliations, including directorships of private companies, consulting engagements, or public/charitable positions must be approved in writing by the Chief Compliance Officer (CCO).
Fiduciary Appointments
Approval must be obtained from the CCO before accepting an executorships, trusteeship, or power of attorney, other than with respect to a family member. Fiduciary appointments on behalf of family members must be disclosed at the inception of the relationship.
Disclosure
Employees should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.
Reporting Violations
ISSM appointed Lisa L. Gray as its CCO. All references to the CCO in this policy or other ISSM policies refer to Lisa L. Gray. All employees are required to report any material violation of the firms Code promptly to the CCO.
Confidentiality
All reports of potential Code breaches will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may not be submitted anonymously.
Sanctions
Any violations of this ISSM and the broader Invesco Code of Ethics will result in disciplinary action that a designated person deems appropriate, including but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.
This policy is the property of Invesco Senior Secured Management, Inc. and may not be provided to any external party without express prior consent from Compliance or Legal. |
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Definitions
Access Person - an access person is any one that may have access to client information.
Supervised Person - includes directors, officers, and partners of the firm, employees of the firm, and any other person who provides advice on behalf of the adviser and is subject to the advisers supervision and control.
Covered Securities - Any stock, bond, future, investment contract or any other instrument that is considered a security under the Investment Advisers Act. Covered securities do not include:
| Direct obligations of the US Government (e.g., treasury securities); |
| Bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; |
| Shares issued by money market funds; |
| Shares of open-end mutual funds that are not advised or sub-advised by Invesco Ltd. or any of its affiliates; |
| Shares issued by unit investment trusts. |
This policy is the property of Invesco Senior Secured Management, Inc. and may not be provided to any external party without express prior consent from Compliance or Legal. |
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Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2017
Code of Ethics | 1 |
TABLE OF CONTENTS
Section |
Item |
Page | ||||||||||||||
I. | Introduction | 3 | ||||||||||||||
II. | Statement of Fiduciary Principles | 3 | ||||||||||||||
III. | Compliance with Laws, Rules and Regulations; Reporting of Violations | 4 | ||||||||||||||
IV. | Limits on Personal Investing | 4 | ||||||||||||||
A. Personal Investing | 4 | |||||||||||||||
1 | Pre-clearance of Personal Securities Transactions | 4 | ||||||||||||||
2 | Blackout Period | 5 | ||||||||||||||
| De Minimis Exemptions | 6 | ||||||||||||||
3 | Prohibition of Short-Term Trading Profits | 7 | ||||||||||||||
4 | Initial Public Offerings | 7 | ||||||||||||||
5 | Prohibition of Short Sales by Investment Personnel | 7 | ||||||||||||||
6 | Restricted List Securities | 8 | ||||||||||||||
7 | Other Criteria Considered in Pre-clearance | 8 | ||||||||||||||
8 | Covered Account Requirements | 8 | ||||||||||||||
9 | Private Securities Transactions | 8 | ||||||||||||||
10 | Limited Investment Opportunity | 9 | ||||||||||||||
11 | Excessive Short-Term Trading in Funds | 9 | ||||||||||||||
B. Invesco Ltd. Securities | 9 | |||||||||||||||
C. Limitations on Other Personal Activities | 10 | |||||||||||||||
1 | Outside Business Activities | 10 | ||||||||||||||
2 | Gifts and Entertainment | 10 | ||||||||||||||
| Gifts | 10 | ||||||||||||||
| Entertainment | 10 | ||||||||||||||
3 | U.S. Department of Labor Reporting | 11 | ||||||||||||||
D. Parallel Investing Permitted | 11 | |||||||||||||||
V. | Reporting Requirements | 11 | ||||||||||||||
a. | Initial Holdings Reports | 11 | ||||||||||||||
b. | Quarterly Transaction Reports | 12 | ||||||||||||||
c. | Annual Holdings Reports | 13 | ||||||||||||||
d. | Gifts and Entertainment Reporting | 13 | ||||||||||||||
e. | Certification of Compliance | 13 | ||||||||||||||
VI. | Reporting of Potential Compliance Issues | 13 | ||||||||||||||
VII. | Administration of the Code of Ethics | 14 | ||||||||||||||
VIII. | Sanctions | 14 | ||||||||||||||
IX. | Exceptions to the Code | 14 | ||||||||||||||
X. | Definitions | 14 | ||||||||||||||
XI. | Invesco Ltd. Policies and Procedures | 17 | ||||||||||||||
XII. | Code of Ethics Contacts | 17 |
Code of Ethics | 2 |
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2017)
I. Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to Invesco Advisers, Inc., Invesco Advisers, Incs. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all of their Covered Persons. Covered Persons include:
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations, or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.; |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and |
| any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be deemed to be Covered Persons by Compliance. |
Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Persons under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual funds.
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons:
| the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of his or her positions; and |
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| all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility; and |
| this Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. |
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section VI. of this Code under Reporting of Potential Compliance Issues.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance, using the automated review system, all personal security transactions involving Covered Securities in which they have a Beneficial Interest unless otherwise indicated below. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval. Good-until-cancelled orders (GTCs) are not allowed.
Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including, but not limited to, stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options and futures. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities.
All transactions in Invesco Ltd. securities must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is
Code of Ethics | 4 |
obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
The Following Pre-clearance Exemptions Apply :
Invesco Affiliated OpenEnd Mutual Funds : All Affiliated Open-End Mutual Funds must be held with an Approved Broker, at the Affiliated Mutual Funds transfer agent, in the CollegeBound 529 Savings Plan, or in the Invesco 401(k). Pre-clearance is not required for transactions in Affiliated Funds as long as the shares are held in compliance with this requirement.
CollegeBound 529 Savings Plan : All transactions in the CollegeBound 529 Savings Plan are exempt from pre-clearance.
Exchange Traded Products : Employees are exempt from pre-clearing broad-based Exchange Traded Products such as Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs) and Exchange Traded Commodities (ETCs) as described on the Pre-clearance Exempt ETF List , and any derivatives of these securities such as options. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared .
Currencies, commodities : Employees are exempt from pre-clearing transactions in currencies and commodities.
Options, futures and all other derivatives based on an index of securities, currencies, and commodities : Employees are exempt from pre-clearing transactions in derivatives of an index of securities, currencies and commodities.
All Covered Securities are still subject to requirements and limits on personal investing as described in Section IV. and V. of the Code, irrespective of whether pre-clearance is required.
Exempted Securities:
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised or sub-advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust. (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at codeofethicsnorthamerica@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:
2. Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
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| Non-Investment Personnel. |
| may not buy or sell a Covered Security within two trading days after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
| Investment Personnel. |
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
For practical purposes, an Employee without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Employees, trading with pre-clearance approval granted prior to a Client transaction will not be considered a violation of this Code of Ethics. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while he or she was aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code of Ethics.
De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
| Equity de minimis exemptions . |
| If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index or any of the main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link: |
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/De%20Minimis%20Indices%20List.pdf
| If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting Client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
| Fixed income de minimis exemption . If a Covered Person does not have knowledge of Client trading activity in a particular fixed income security he or she |
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may execute up to $100,000 of par value of such security in a rolling 30-day period. |
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have potential access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
| A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
| Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
3. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.s choice and a letter of education may be issued to the Covered Person. Transactions in currencies, commodities and derivatives (such as options and futures) based on an index of securities, currencies, and commodities are exempt from the 60 day holding period. This exemption does not apply to derivatives of individual securities. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
4. Initial Public Offerings . Covered Persons are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Persons business unit.
5. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in his or her personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
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6. Prohibition on Investment Clubs . Participation in a club with the purpose of pooling money and investing based on group investment decisions is prohibited.
7. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
8. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
9. Covered Account Requirements.
a. US Approved Brokers:
The following link, posted on the Invesco intranet site, includes a list of US Approved Brokers. These brokers provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
b. US Brokerage Account may only be held with::
| US Approved Brokers; |
| Full service broker-dealers, that are not a US Approved Broker, with which a Covered Person has engaged an investment advisor; or in limited circumstances, |
| Qualified retirement plans (such as external 401(k)s, 403(b)s, etc.) or other similar accounts that Covered Persons are not legally able to transfer. |
Note: Accounts in which all trading is completed online and without a financial advisor, called a discount brokerage account, must be held with an Approved Broker.
Covered Persons located outside of the US are not subject to US Approved Broker requirements.
c. US Open End Affiliated Mutual Funds may only be held through:
| US Approved Brokers; |
| The Invesco CollegeBound 529 Plan; or |
| Invescos transfer agency, Invesco Investment Services, Inc. |
d. Discretionary Managed Accounts. In order to establish a discretionary managed account, a Covered Person must grant the manager complete investment discretion over a
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Covered Persons account. Pre-clearance is not required for trades in this account; however, a Covered Person may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude a Covered Person from establishing investment guidelines for the manager, such as indicating industries in which a Covered Person desires to invest, the types of securities a Covered Person wants to purchase or a Covered Persons overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that a Covered Person is actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.
10. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnels business unit when they are involved in a Clients subsequent consideration of an investment in the same issuer. The business units decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
11. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a limited investment opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance. Limited investment opportunities offered directly from Invesco to employees are not subject to pre-clearance requirements, including but not limited to, the Invesco Real Estate ESCs and WLR funds. All Limited investment opportunities are subject to the reporting requirements outlined in section V below.
12. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations outlined in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
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3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV.A.8 of this Code.
C. Limitations on Other Personal Activities
1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment . The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which Employees may accept or give Gifts or Entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
To avoid the appearance of any potential conflict of interest, under no circumstances may an Employee:
| Give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency; |
| Give or accept cash or any possible cash equivalent from a broker or vendor; |
| Reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance; or |
| Provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved. |
| Gifts . Employees are prohibited from accepting or giving the following: a Gift valued in excess of annual FINRA limits; or Gifts from one person or firm valued in excess of annual FINRA limits in the aggregate during a calendar year period. |
| Entertainment . Examples of Entertainment that may be considered excessive in value include Super Bowls, the Masters, Wimbledon, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive. |
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Employees who are unsure if an event would be permissible should contact compliance prior to attending to confirm if the event would be considered excessive.
3. U.S. Department of Labor Reporting: Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as union officials). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official that do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.s policy to require that ALL Gifts or Entertainment furnished by an Employee, regardless of whether the gift is given to a union or union official, be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc., Finance Departments expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. In addition to reporting the Gift or Entertainment in the expense tracking system, Covered Persons must also follow department guidelines for reporting requirements in other systems. Each item reported must include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
Covered Persons should contact Compliance if clarification is required regarding reporting requirements for payments to a union or union official. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
V. Reporting Requirements
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
|
A list of all security holdings, including the security name, the number of shares (for equities) and the principal amount (for debt securities) in which the Covered Person has direct or indirect Beneficial Interest. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family |
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sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements;
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of any broker-dealer or bank with which the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person; and |
| The date that the report is submitted by the Covered Person to Compliance. |
b. Quarterly Transaction Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions during the quarter in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The nature of the transaction (buy, sell, etc.); |
| The security identifier (CUSIP, symbol, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted by the Covered Person to Compliance. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an limited investment opportunity, Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k) or accounts held directly with Invesco in the Quarterly Transaction Report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted by the Covered Person to Compliance. |
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Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:
| A list of all security holdings, including the security name, the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; and |
| The date that the report is submitted by the Covered Person to Compliance. |
d. Gifts and Entertainment Reporting.
| Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. The requirement to report Entertainment includes dinners or any other event with a business partner of Invesco Advisers, Inc. in attendance. |
| Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employees business unit. All Employees should contact his or her manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner. |
e. Certification of Compliance. All Covered Persons must certify annually in writing that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify in writing annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by Invesco Advisers, Inc. and the relevant funds boards. All Covered Persons must certify in writing within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
VI. Reporting of Potential Compliance Issues
Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with his or her
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supervisor, department head or with Invesco Advisers, Inc.s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Whistleblower Hotline at 1-855-234-9780. This hotline is available to employees of multiple operating units of Invesco Ltd. Employees may also report his or her concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.ethicspoint.com . To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VII. Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the Affiliated Mutual Funds Boards of Trustees a written report that:
| describes significant issues arising under the Code since the last report to the funds board, including information about material violations of the Code and sanctions imposed in response to material violations; and |
| certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
VIII. Sanctions
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
IX. Exceptions to the Code
Invesco Advisers, Inc.s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
X. Definitions
| Affiliated Mutual Funds generally includes all open-end or closed-end mutual funds advised or sub-advised by Invesco Advisers, Inc. |
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| Automatic Investment Plan/Dividend Reinvestment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
| Beneficial Interest has the same meaning as the ownership interest of a beneficial owner pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a Beneficial Interest, Covered Persons must have directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements. |
| Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds. |
| Control has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
| Covered Person means and includes: |
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed to be Covered Persons by Compliance. |
Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Person under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual Funds.
| Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following: |
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| Direct obligations of the Government of the United States or its agencies; |
| Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
| Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.; |
| Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust; |
| Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. |
| Employee means and includes: |
| Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance. |
| Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
| Independent Trustee means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act. |
| Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act. |
| Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors. |
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| Investment Personnel means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1. |
| Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
| Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authoritys (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded. |
| Restricted List Securities means the list of securities that are provided to the Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit). |
| Trustee means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc. |
XI. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Political Contributions Policy and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XII. IVZ Global Code of Ethics Contacts
| Telephone Hotline: 1-877-331-CODE [2633] |
| E-Mail: codeofethicsnorthamerica@invesco.com |
Last Revised: January 1, 2017
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INVESCO POWERSHARES CAPITAL MANAGEMENT, LLC
CODE OF ETHICS
(Amended effective January 1, 2017)
I. Introduction.
Invesco PowerShares Capital Management, LLC (Invesco PowerShares), (and any wholly owned or indirect subsidiaries) has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of the trusts managed by Invesco PowerShares (the PowerShares Trusts, and each series therof, a Fund and collectively the PowerShares ETFs) take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein are defined at the end of this document.
This Code of Ethics (the Code) applies to all Covered Persons. Covered Persons include:
| Any director, officer, full or part time Employee of Invesco PowerShares (except those deemed exempt by the Chief Compliance Officer of Invesco PowerShares) or any full or part time Employee of any Invesco PowerShares affiliates that, in connection with his or her regular functions or duties makes, participates in or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations or obtains information covering investment recommendations, with respect to such purchase or sale of Covered Securities or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco PowerShares; |
| Trustees of the PowerShares Trusts (excluding Independent Trustees of the PowerShares Trusts); and |
| any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the Investment Company Act), or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act), and such other persons that may deemed to be a Covered Person by Compliance. |
PowerShares Trusts have adopted a separate Code of Ethics for Independent Trustees of the PowerShares Trusts, who are not Covered Persons under this Code.
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons:
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| the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of his or her positions; and |
| all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility: and |
| this Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. |
Section VII of this Code generally addresses sanctions for violations of this Code; certain sections of this Code specifically address sanctions that apply to violations of those sections.
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco PowerShares Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section VI of this Code. Additionally, persons covered by this Code shall not, in connection with the direct or indirect purchase or sale of a Covered Security: (i) employ any device, scheme or artifice to defraud a Fund; (ii) make any untrue statement of a material fact to a Fund or omit to state a material fact necessary in order to make the statements made to a Fund, in light of the circumstances under which they are made, not misleading: (iii) engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund; or (iv) engage in any manipulative practice with respect to a Fund.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance, using the automated review system, all personal security transactions in which they have Beneficial Interest unless otherwise indicated below. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading
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day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval. Good-until-cancelled orders (GTCs) are not allowed.
Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include, but are not limited to, all investments that can be traded by an Invesco PowerShares entity for its Clients, including, but not limited to, stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options and futures. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities.
All transactions in Invesco Ltd. securities must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
The Following Pre-clearance Exemptions Apply:
Invesco Affiliated Open-End Mutual Funds: All Affiliated Open-End Mutual Funds must be held with an Approved Broker, at the Affiliated Open-End Mutual Funds transfer agent, in the CollegeBound 529 Savings Plan, or in the Invesco 401(k). Pre-clearance is not required for transactions in Affiliated Open-End Funds as long as the shares are held in compliance with this requirement.
CollegeBound 529 Savings Plan : All transactions in the CollegeBound 529 Savings Plan are exempt from pre-clearance.
Exchange Traded Products: Employees are exempt from pre-clearing broad-based Exchange Traded Products such as Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs) and Exchange Traded Commodities (ETCs) as described on the Pre-clearance Exempt ETF List , and any derivatives of these securities such as options. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared.
Currencies, commodities : Employees are exempt from pre-clearing transactions in currencies and commodities.
Options, futures and all other derivatives based on an index of securities, currencies, and commodities : Employees are exempt from pre-clearing transactions in derivatives of an index of securities, currencies and commodities.
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All Covered Securities are still subject to requirements and limits on personal investing as described in Section IV. and V. of the Code, irrespective of whether pre-clearance is required.
Exempted Securities
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised or sub-advised by Invesco Advisers, Inc. Unit investment trusts including those advised by Invesco Advisers, Inc., are not Covered Securities. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Fund Trust. (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at codeofethicsnorthamerica@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:
2 . Blackout Period. Invesco PowerShares does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco PowerShares Client account.
| Non-Investment Personnel. |
| may not buy or sell a Covered Security within two trading days after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
| Investment Personnel . |
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
For practical purposes, an Employee without knowledge of investment activity of a Client Account would not know of such activity in advance of a Client trade. Therefore, for those Employees, trading with pre-clearance approval granted prior to a Client transaction will not
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be considered a violation of the Code of Ethics. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while he or she was aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code of Ethics.
De minimis exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
o | Equity de minimis exemption . |
o | If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index or any of the main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link: |
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/De%
20Minimis%20Indices%20List.pdf
o | If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting Client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
o | Fixed income de minimis exemption . If the Covered Person does not have knowledge of Client trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30 day period. |
The automated review system will confirm that there is no activity currently on the trading desk for the security involved in the proposed personal securities transaction and will verify that there have been no transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the black-out period is the last three trading days. For Investment, IT and Portfolio Administration personnel, Compliance will also check the trading activity of affiliates for which such personnel have potential access to information to verify that there have been no Client transactions for the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. The approval granted to a Covered Person to execute personal securities transaction is only valid for that business day, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the
5
proposed securities transaction on the business day the approval is granted the Covered Person must resubmit the request again the next day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
| A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
| Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
3. Prohibition on Short-Term Trading Profits . Covered Persons are prohibited from engaging directly or indirectly in the purchase and sale, or short sale and cover, of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco PowerSharess choice and a letter of education may be issued to the Covered Person. Transactions in currencies, commodities and derivatives (such as options and futures) based on an index of securities, currencies, and commodities are exempt from the 60 day holding period. This exemption does not apply to derivatives of individual securities. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
4. Initial Public Offerings . Covered Persons are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or Head of Legal (or designee) and the Director of Portfolio Management (or designee) of the Covered Persons business unit.
5. Prohibition of Short Sales by Investment Personnel. Investment Personnel are prohibited from effecting short sales of Covered Securities in his or her personal accounts if a Client of Invesco PowerShares for whose account they have investment management responsibility has a long position in those Covered Securities.
6. Prohibition on Investment Clubs. Participation in a club with the purpose of pooling money and investing based on group investment decisions is prohibited.
7. Restricted List Securities. Covered Persons requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
8. Other Criteria Considered in Pre-clearance . In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities
6
Transaction in its sole discretion without being required to specify any reason for the refusal.
9. Covered Account Requirements .
a. US Approved Brokers:
The following link, posted on the Invesco intranet site, includes a list of US Approved Brokers. These brokers provide electronic transaction and statement feeds to Invesco PowerShares:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
b. US Brokerage Account may only be held with:
| US Approved Brokers; |
| Full service broker-dealers, that are not a US Approved Broker, with which a Covered Person has engaged an investment advisor; or in limited circumstances, |
| Qualified retirement plans (such as external 401(k)s, 403(b)s, etc.) or other similar accounts that Covered Persons are not legally able to transfer. |
Note: Accounts in which all trading is completed online and without a financial advisor, called a discount brokerage account, must be held with an Approved Broker.
Covered Persons located outside of the US are not subject to US Approved Broker requirements.
c. US Open End Affiliated Mutual Funds may only be held with:
| US Approved Brokers; |
| The Invesco CollegeBound 529 Plan; or |
| Invesco Advisers, Inc.s affiliated broker dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.) through Invescos transfer agency, Invesco Investments. |
d. Discretionary Managed Accounts. In order to establish a discretionary managed account, a Covered Person must grant the manager complete investment discretion over a Covered Persons account. Pre-clearance is not required for trades in this account; however, a Covered Person may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude a Covered Person from establishing investment guidelines for the manager, such as indicating industries in which a
7
Covered Person desires to invest, the types of securities a Covered Person wants to purchase or overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that a Covered Person is actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.
10. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first giving Compliance (a) a detailed written notification describing the transaction and (b) indicating whether or not they will receive compensation and obtaining prior written permission from Compliance. Investment Personnel who have been authorized to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Managing Director (Research and Trading) of Invesco PowerShares when they are involved in a Clients subsequent consideration of an investment in the same issuer. The Clients decision to purchase such securities must be independently reviewed by Investment Personnel with no personal interest in that issuer.
11. Limited Investment Opportunities (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a limited investment opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance. Limited investment opportunities offered directly from Invesco to employees are not subject to pre-clearance requirements, including but not limited to the Invesco Real Estate ESCs and WLR funds. All limited investment opportunities are subject to the reporting requirements outlined in section V below.
12. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco PowerShares or Invesco Advisers, Inc., and are subject to various limitations outlined in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may affect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts calls and other derivative securities relating to the Invesco Ltd.s securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are
8
subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV.A.8 of this Code.
C. Limitations on Other Personal Activities
1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recluse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this refusal requirement shall not apply with respect to certain Invesco Advisers, Inc.s or Invesco PowerShares Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transaction.
2. Gift and Entertainment. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which Employees may accept or give Gifts or Entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd., and the standards established by a policy of Invesco PowerShares, including this Code, the latter shall control.
To avoid the appearance of any potential conflict of interest, under no circumstances may an Employee:
| Give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency; |
| Give or accept cash or any possible cash equivalent from a broker or vendor; |
| Reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance; or |
| Provide or receive any Gift or Entertainment that is conditioned upon Invesco PowerShares, its parents or affiliates doing business with the other entity or person involved. |
o | Gifts . Employees are prohibited from accepting or giving the following: a Gift valued in excess of annual FINRA limits; or Gifts from one person or firm valued in excess of annual FINRA limits during a calendar year period . |
o |
Entertainment . Examples of Entertainment that may be considered excessive in value include Super Bowls, the Masters. Wimbledon, Kentucky Derby, hunting |
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trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive. |
Employees who are unsure if an event would be permissible should contact Compliance prior to attending to confirm if the event would be considered excessive.
3. U.S. Department of Labor Reporting: Under current U.S. Department of Labor (DOL) Regulations, Invesco PowerShares is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as union officials). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc., or Invesco PowerShares, Inc.s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official that do not exceed $250 a year, that threshold applies to all of Invesco PowerShares employees in the aggregate with respect to each union or union official. Therefore, it is Invesco PowerShares policy to require that ALL Gifts or Entertainment furnished by an Employee, regardless of whether the gift is given to a union or union official, be reported to Invesco PowerShares using the Invesco Finance Departments expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. In addition to reporting the Gift or Entertainment in the expense tracking system, Covered Persons must also follow department guidelines for reporting requirements in other systems such as Viaduct and/or SalesForce. Each item reported must include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco PowerShares is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
Covered Persons should contact Compliance if clarification is required regarding requirements for payments to a union or union official. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco PowerShares and their Employees.
D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco PowerShares for its Clients.
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V. Reporting Requirements.
a. Initial Holdings Report. Within 10 calendar days of becoming a Covered Person each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system the following information (the information must be current within 45 days of the date the person becomes a Covered Person).
| A list of all security holdings, including the security name, the number of shares (for equities) and the principal amount (for debt securities) in which the Covered Person has direct or indirect Beneficial Interest. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements; |
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of any broker-dealer or bank with which the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person; and |
| The date that the report is submitted by the Covered Person to Compliance |
b. Quarterly Transaction Reports. All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect beneficial interest.
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The nature of the transaction (buy, sell, etc.); |
| The security identifier (CUSIP, symbol, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted by the Covered Person to Compliance. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they have executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an limited investment opportunity, Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities
11
held in the Invesco 401(k) or accounts held directly with Invesco in the Quarterly Transaction Report.
Additionally, Covered Persons must report the information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle), including plans sponsored by Invesco PowerShares or its affiliates. The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted by the Covered Person to Compliance. |
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports. All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:
| A list of all security holdings, including the security. the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier for each Covered Security (CUSIP, symbol, etc,); |
| The name of the broker-dealer or bank with or through which the security is held; and |
| The date that the report is submitted by the Covered Person to Compliance. |
d. Gifts and Entertainment Reporting.
| Reporting of Gifts and Entertainment given to an Invesco PowerShares Employee by a Client or Business Partner . All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco PowerShares in attendance. |
|
Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements for the Employees business unit. All Employees should contact his or her manager or Compliance if they are |
12
not sure how to report gifts they intend to give or have given to a Client or Business Partner. |
e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made during the year, these changes will also be reviewed and approved by the PowerShares Trusts Trustees. All Covered Persons must certify within 30 days of the effective date of the amended Code that they have read and understand the Code and recognize that they are subject to the Code.
VI. Reporting of Potential Compliance Issues
Invesco has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with his or her supervisor, department head or with Invesco PowerShares Chief Compliance Officer or Head of Legal. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Whistleblower Hotline 1-855-234-9780. This hotline is available to employees of multiple operating units of Invesco Ltd. Employees may also report his or her concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.ethicspoint.com . To ensure your confidentiality, this phone line is provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VII. Administration of the Code of Ethics
Invesco PowerShares has used reasonable due diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco PowerShares will furnish to the Board of Trustees of the PowerShares Trusts, or such committee as it may designate, a written report that:
| describes significant issues arising under the Code since the last report to the Boards of Trustees, including information about material violations of the Code and sanctions imposed in response to material violations; and |
| certifies that the Invesco PowerShares has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
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VIII. Sanctions
Upon discovering a material violation of the Code, Compliance will notify Invesco PowerSharess Chief Compliance Officer (CCO). The CCO will notify the Management of Invesco PowerShares of any material violations at the next regularly scheduled meeting.
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco PowerShares may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
IX. Exceptions to the Code
Invesco PowerShares Chief Compliance Officer (or designee), together with either one of Invesco PowerShares Managing Directors or its Head of Legal, may grant an exception to any provision in this Code and will report all such exceptions at the next Invesco PowerShares Managers meeting.
X. Definitions
| Affiliated Mutual Funds g enerally includes all open-end or closed-end funds advised or sub-advised by Invesco Advisers, Inc. |
| Automatic Investment Plan/Dividend Reinvestment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
| Beneficial Interest has the same meaning as the ownership interest of a beneficial owner pursuant to Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a Beneficial Interest, Covered Persons must have directly or indirectly, through contract, arrangement understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse or equivalent domestic partner and children, etc.) or by certain partnerships, trusts, corporations, or other arrangements; |
| Client means any account for which Invesco PowerShares is either the adviser or sub-adviser; including Affiliated Mutual Funds. |
| Control has the same meaning as under Section 2(a)(9) of the Investment Company Act, as amended (the Investment Company Act); |
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| Covered Person means and includes |
o | any director, officer, full or part time Employee of Invesco PowerShares; or any full or part time Employee of any Invesco PowerShares affiliates that, in connection with his or her regular functions or duties makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who in involved in making investment recommendations or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco PowerShares. any interested trustee or director of the PowerShares Trusts; any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the Investment Company Act) or Rule 204A-1under the Investment Advisers Act of 1940 as amended (the Advisers Act) and such other persons that may be so deemed to be a Covered Person by Compliance. |
| Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following: |
o | Direct obligations of the Government of the United States or its agencies; |
o | Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
o | Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc.; All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco PowerShares or Invesco Advisers, Inc. |
o | Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.; However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust. |
o | Invesco Ltd.s stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. |
| Employee means and includes |
o |
Any full or part time Employee of Invesco PowerShares (except those deemed exempt by the CCO of Invesco PowerShares), any full or part time Employee of any Invesco PowerShares affiliates that, in connection with his or her regular duties, makes or participates in, or obtains any information concerning any Clients |
15
purchase or sale in Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities or who has access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco PowerShares; |
| Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
| Independent Trustee means a trustee of a fund who is not an interested person of the fund within the meaning of Section 2(a)(19) of the Investment Company Act; |
| Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Act of 1934; |
| Invesco Advisers, Inc.s affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors. |
| Investment Personnel means any full or part time Employee of Invesco PowerShares. Or any full or part time Employee of any Invesco PowerShares affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1. |
| Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
| Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authoritys (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities shall be excluded. |
| Restricted List Securities means the list of securities that are provided to the Compliance Department by Invesco Ltd. Or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. Unit). |
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XI. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Political Contributions Policy and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. Policy and the standards established by an Invesco PowerShares policy, including this Code, the latter shall control.
XII. IVZ GLOBAL CODE OF ETHICS CONTACTS
| Telephone Hotline: 1-877-331-CODE [2633 ] |
| E-Mail: codeofethicsnorthamerica@invesco.com |
Last Revised January 1, 2016
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INVESCO ASSET MANAGEMENT (INDIA) PVT. LTD.
PERSONAL TRADING POLICY
Draft: |
: |
Final |
||
Version |
: |
7.0 |
||
Effective Date |
: |
May 5, 2017 |
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
1. |
Introduction, Purpose and Background |
The reputation of Invesco Asset Management (India) Pvt. Ltd. (IAMI or the Company)/ Invesco Trustee Pvt. Ltd. (ITPL) is of paramount importance and needs to be protected by rules on dealings in investments by employees of IAMI/ITPL. It is important to avoid any dealings, which could give rise to criticism harmful to the reputation of IAMI.
The purpose of the Personal Trading Policy ( Policy ) is to ensure the fair treatment of client accounts through the highest standard of integrity and ethical business conduct by employees. For purposes of this Policy, the terms clients and client accounts always refers to the investments that IAMI manages or sub-advises or other accounts in which IAMI has been engaged to provide money management services.
The rules set out below form the basis on which all employees employed by and working for IAMI/ ITPL are permitted to deal in securities. These rules have been drafted in accordance with the guidelines issued by the Securities and Exchange Board of India (SEBI) under the SEBI (Mutual Funds) Regulations, 1996 and the SEBI (Prohibition of Insider Trading) Regulations, 2015 and other regulations that govern the broader Invesco Ltd. global organization.
Employees are bound by the Personal Trading Policy and are required to observe them both in letter and spirit. All employee dealings are permitted only in the circumstances and in accordance with the procedures set out hereunder. Any breaches of these rules and procedures may be considered as grounds for disciplinary action which may include dismissal. Breaches must be reported to Compliance immediately as they are identified.
The objectives and principles of the Policy:
Ø |
All personal securities transactions must be conducted in a manner consistent with the guidelines of the Policy and in such manner as to avoid any actual or potential conflict of interest or any abuse of position of trust and responsibility. |
Ø |
Employees should not abuse the freedom to deal or deal to the disadvantage of any client or the Company. |
Ø |
Employee should not take undue advantage of any confidential or price sensitive information that he/she may have in his/her possession owing to position in the Company. |
Ø |
To guide all Employees in maintaining a high standard of probity that would be expected from a person in a position of responsibility. |
2. |
Applicability |
The Policy applies to all Employees of IAMI/ITPL and their Covered Accounts (defined below). Employees include CEO/Managing Director, Whole Time
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
directors, non-board directors, full-time employees, temporary, part-time, contract, seasonal personnel; employees who are on secondment to the IAMI/ITPL and such other persons that may be deemed to be covered by Compliance. All new employees shall be bound by these rules from the date of joining. These rules may be added to or amended at any time. Notice of changes/amendment will be notified to all Employees and the procedures as varied must be complied with from the specified effective date.
Invesco recognizes that certain relationships with non-employees, such as consultants or independent contractors, may present particular risks that inappropriate trading could occur in the event that they have access to non-public information. As part of the process for engaging the services of consultants or other independent contractors, Invesco may deem it necessary to have a non-employee agree to be bound by the Policy.
Personal securities transactions must be conducted in a manner that avoids any actual or perceived conflict of interest. Using the Star Compliance automated request system (Star Compliance), Employees are required to report holdings in Covered Securities (defined below) as well as pre-clear personal securities transactions in Covered Securities in a Covered Account.
3. |
Definitions |
● |
Covered Accounts |
A Covered Account is defined for purposes of this Policy as any account in which an employee may hold a Covered Security (see below)
Ø |
In which an Employee has a direct or indirect financial interest; |
Ø |
Over which such Employee has direct or indirect control over the purchase or sale of securities; or |
Ø |
In which securities are held for an Employees direct or indirect benefit. |
Such Covered Accounts may include, but are not limited to, accounts where there are transactions for dealing in securities made:
● |
in the Employees name, either individually or jointly; |
● |
in the name of employees spouse; |
● |
in the name of family members sharing the same household; |
● |
in the name of employees parents, siblings and child of such employee or of the spouse, dependent children including a minor child, any of whom is either financially dependent on such employee or consults such employee in taking decisions relating to trading in securities; and |
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
● |
in accounts where there is a transaction as a member of Hindu Undivided Family (HUF). |
The Policy shall also cover Employees securities dealing in fiduciary capacity, for the entity in which the Employee has a financial interest or exercises control.
Employees may only maintain brokerage accounts with approved broker dealers. Please refer to the following link in Invescos intranet site for the list of broker-dealers:
http://sharepoint/sites/Compliance-COE-
NA/Training/Documents/Approved%20Brokers%20List%20Invesco%20India.pdf
Employees may not insist or even suggest to the broker to reduce brokerage charges, or accept any contract with a reduced brokerage charge on any Covered Accounts.
● |
Covered Securities |
Covered Securities are required to be entered into the Star Compliance system. For purpose of this Policy, Covered Securities include, but are not limited to:
Ø |
Stocks, shares, scrips, bonds issued by a banking or financial institution, debentures, debentures stock or marketable securities of like nature in or of any incorporated Company or other Body Corporate; |
Ø |
Derivatives such as options and futures; |
Ø |
Currencies and commodities |
Ø |
units of mutual funds or other proprietary investment products managed by Invesco or any of its affiliates or any mutual funds managed by the Company; |
Ø |
units or any other instrument issued by any collective investment scheme to the investors in such schemes; |
Ø |
bonds issued by the Central or State Government or by any entity owned or controlled by such government; |
Ø |
such other instruments as may be declared by the Central Government to be securities; |
Ø |
rights or other interest in securities; |
Ø |
such other securities as may be included in the definition and notified to the employees; |
Ø |
Options, rights, warrants, Exchange Traded Funds (ETFs), , Exchange-Traded Notes (ETNs), Exchange-Traded Commodities (ETCs), securities |
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
through rights offer, open offers under the SEBI Takeover Regulations, SEBI Buy Back Regulations as well as the secondary market and any closed-end units of mutual funds. |
Invesco Ltd. stock (IVZ) is subject to the provisions of Invescos Code of Conduct and Insider Trading policy. Notwithstanding this exception, transactions in Invesco Ltd. securities shall be subject to the pre-clearance and reporting requirements outlined in other provisions of the Code of Conduct and any other corporate guidelines issued by Invesco.
● |
Dealing in securities |
Dealing in securities means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent; the deal should be construed accordingly.
● |
Designated Persons |
Designated Persons pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 shall mean and include the following Employees of the Company:
Ø |
All the members of investment team (i.e. dealers, research analysts, fund managers, risk manager etc.) |
Ø |
Mumbai Head of Compliance |
Any person having contractual or fiduciary relation with the company, such as auditors, accountancy firms, law firms, analysts, consultants, etc. assisting or advising the company.
● |
Unpublished Price Sensitive Information |
Unpublished Price Sensitive Information means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:
Ø |
financial results; |
Ø |
dividends; |
Ø |
change in capital structure; |
Ø |
mergers, de-mergers, acquisitions, delisting, disposals and expansion of business; |
Ø |
changes in key managerial personnel; and |
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
Ø |
material events in accordance with the listing agreement. |
4. |
Exempted Securities |
Exempted Securities are not required to be entered into the Star Compliance system. Exempted Securities for the purposes of this policy include:
Ø |
Contribution made to the Provident Fund under the Provident Fund Act 1952 including Public Provident Fund; |
Ø |
Securities issued or guaranteed by (i.e., securities that are the direct obligations of) the Government of India; |
Ø |
Money market instruments, money market mutual funds, liquid schemes, schemes floated by other Mutual Funds/ AMCs, guaranteed investment certificates, bankers acceptances, bank certificates of deposit, commercial paper and repurchase agreements; |
Ø |
Investments in fixed deposits with banks/financial institutions/companies, life insurance policies, or investment in savings schemes such as National Savings Certificates, National Savings Schemes, Kisan Vikas Patra, or any other similar investment; and |
Ø |
Investments of a non-financial nature such as gold, real estate, etc., where there is no likely conflict between the Mutual Funds interest and the employees interest. |
Employees and Covered individuals who are unclear about whether a proposed personal security transaction involves a Covered Security may contact the Compliance IVZ Global Code of Ethics team (IVZ Global COE Team) via email at codeofethicsasia@invesco.com or by phone at 00008000016990 or 111-2633 for clarification and information prior to executing the transaction.
5. |
Chinese Wall and Handling of Price Sensitive Information |
Employees who may have access to confidential or price sensitive information shall maintain the confidentiality of such information. All employees shall ensure that neither they nor any relative or any person associated with them directly or indirectly takes advantage of such information including by way of recommendation for the purchase or sale of securities.
Price Sensitive Information is to be handled on a need to know basis, i.e. Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty.
For the purposes of implementation of the Chinese wall principle, the Fund Management, Dealing Room, Compliance & Risk, Cash Management and Back Office will be considered as inside areas and the other departments shall be considered as public areas.
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
The employees in inside area will be physically segregated from employees in public area. Demarcation of the various departments as inside area may be implemented by the Company.
Employees in the inside areas shall not communicate any price sensitive information to anyone in the public area.
In exceptional circumstances, employees from the public areas may be bought over the wall and given confidential information on the basis of need to know criteria, under intimation to the Compliance.
In pursuance of regulation 24 of the SEBI (Mutual Fund) Regulations, 1996, if IAMI, at present or at any time in future, shall undertake any other business activity/ies as specified in those regulations, the Employees shall comply with the regulations and SEBI restrictions, if any.
No employee shall pass on information to anybody inducing him to buy/sell securities which are being bought/sold by the Mutual Fund of which IAMI is the investment manager.
6. |
Reporting Requirements |
All the employees are required to acknowledge the receipt of this Policy and confirm their understanding and acceptance of the same on the date of joining and thereafter annually.
Employees are required to sign-off and submit various reports in the Star Compliance system as detailed below. Employees that do not hold any Covered Securities in any Covered Accounts are still required to sign-off on these reports.
● |
Initial Holdings Reports |
Within 10 calendar days of becoming an Employee, each Employee, must complete an Initial Holdings Report by inputting into the Star Compliance system the following information:
Ø |
A list of all security holdings, including the security name, the number of shares (for equities), number of securities and the principal amount (for debt securities) in which the Employee has direct or indirect Beneficial Interest. An Employee is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements; |
Ø |
The security identifier for each Covered Security (CUSIP, symbol, ISIN, etc.); |
Ø |
The name of any broker-dealer or bank with which the Employee maintains an account in which any securities are held for the direct or indirect benefit of the Employee; and |
Ø |
The date that the report is submitted by the Employee to Compliance. |
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
The information provided on the Initial Holdings Report must be current that is as on date of becoming an Employee.
● |
Quarterly Transaction Reports |
Within 30 calendar days after the end of each calendar quarter, all employees, using the Star Compliance system, must submit a Quarterly Transaction Report. The report will contain the details of each personal securities transaction in a Covered Security in each Covered Account including registration of enrollment for SIP/ STP/SWP for the scheme of a mutual fund during the quarter.
Further, all employees shall submit quarterly certification of compliance confirming no instances of self-dealing or front running.
● |
Annual Holdings Report |
Within 30 calendar days after the end of the year, each Employee, using the Star Compliance system, must submit an Annual Holdings Report. The report will contain the following information:
Ø |
all Covered Accounts of such Employee (including the name of the financial institution with which the Employee maintained the account). |
Ø |
a list of each Covered Security including the number of shares (equities) or principal amount (debt securities) in each Covered Account. |
● |
Trade Confirmations and Account Statements |
Employees must direct their brokers to deliver to the IVZ Global Code of Ethics team, account statements for their Covered Accounts in a timely manner. If statements are not provided by the broker, the Employee must provide the statements directly to Compliance. In addition, Employees must provide duplicate trade confirmations and account statements directly to the IVZ Global Code of Ethics team upon request. Confirmations and statements will be reviewed by the IVZ Global Code of Ethics team who will update all transactions in Star Compliance.
Within 7 calendar days from the date of each personal securities transaction involving a Covered Security including enrollment for systematic transactions like SIP/STP/SWP whether the transaction had to be pre-cleared or not, If duplicate trade confirmations are not provided by the broker, the Employee engaging in the transaction must report the transaction to Compliance along with a copy of the trade confirmation.
● |
New Covered Accounts Opened Since Joining the Company |
Employees shall report new Covered Accounts in Star Compliance prior to trading in the account or in the Quarterly Transactions Report, if not previously disclosed.
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
7. |
Pre-Clearance Requirements |
Submitting a Request to Trade
An Employee must receive prior approval using the Star Compliance system in order to engage in a personal securities transaction in a Covered Security.
Further, at the time of signing the pre-clearance request, Employee shall execute an undertaking to the effect that he does not have access or has not received any Price Sensitive Information.
If an employee has access to or receives Price Sensitive Information after the pre-clearance request is approved but before execution of the transaction, the employee shall inform the Compliance of change in his or her position and he/she would completely refrain from dealing in securities till the time such information becomes public.
Pre-clearance request(s) submitted by the Mumbai Head of Compliance for purchase or sale of securities must be reviewed and approved by the Chief Executive Officer in addition to normal due diligence by IVZ Global COE Team.
Research Analysts preparing research reports of companies shall not trade in securities of that company for 30 calendar days from the date of preparation of such reports. However, if such securities are held by any Scheme of the Mutual Fund/Portfolio Management Services (PMS), then request for trading will be cleared only if there is a cooling off period of 30 calendar days from the preparation of such reports or 15 calendar days from the date the last transaction in that particular security by the Mutual Fund/PMS, whichever is later.
Blackout Rule :
Pre-clearance approval will not be given:
Ø |
if the stock, shares, debentures, bonds, or warrants of any company, or derivatives specified by the employee are held by any scheme of the client account/PMS; |
Ø |
if the stock, shares, debentures, bonds, or warrants of any company, or derivatives specified by the employee are held by any scheme of the client account/PMS, then there should be cooling period of 15 calendar days. In other words, an application for purchase/sale would be cleared only if the scheme(s) of a client account / PMS has not transacted in that particular security within 15 calendar days before or after the date of application. |
For the purposes of this policy, an equivalent security means a security that (1) is convertible into another security of the same issuer or (2) gives its holder the right to purchase another security of the same issuer. For example, a bond or preferred stock may be convertible into another security of the same issuer, or
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
an option or warrant may give the holder the right to purchase stock of the same issuer. ADR and EDR shares are considered equivalent to their corresponding foreign shares.
Further, there is a cooling period of 60 calendar days between the last transactions in the same security by all Employees (except Designated Persons as addressed below) i.e. in case of request to sell, there are no purchases within 60 calendar days of the request and in case of request to buy, there is no sale transaction within 60 calendar days of the request. The holding period will be counted on last in first out basis.
Designated Persons are required to hold Covered Securities (except Mutual Funds units) for a minimum period of 6 months from the date of purchase / allotment. The holding period will be counted on last in first out basis. Designated Persons permitted to trade may not execute a contra trade within a period of 6 months. If a Designated Person executes a contra trade i.e. sale of security within six months of last purchase, inadvertently or otherwise, any profit from the trade shall be liable to be disgorged for remittance to SEBI for credit to the Investor Protection and Education Fund.
Further, a notional trading window will be used as an instrument of monitoring trading by the Designated Persons. The time for commencement of the trading window and re-opening of the trading window shall be decided by compliance. When the trading window is closed, Designated Persons and their family members sharing the same household shall not trade in the security in Covered Accounts. In the case of ESOPs held by family members sharing the same household of Designated Persons, exercise of ESOP may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOP shall not be allowed when trading window is closed.
Compliance will review transactions of the Employees in Covered Accounts and transactions of the Client accounts to ensure that there is no conflict of interest -whether the Client has transacted the same securities either before or after the Employees transactions.
Options Trading
In the case of personal securities transactions involving the purchase or sale of an option on an equity security, the Star Compliance system will determine whether to authorize the transaction by matching the pre-clearance request against activity in client accounts in both the option and the underlying security. Pre-clearance approval will not be given, if there has been a client account transaction in either the option or the underlying security within the corresponding Blackout Rule period of the proposed personal securities transaction. Pre-clearance is required for both the opening and closing transaction. Approval given to an opening transaction does not guarantee that the closing transaction will automatically be approved.
Invesco Ltd. Securities
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
Ø |
No Employee may affect short sales of Invesco Ltd. securities. |
Ø |
No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market. |
Ø |
For all Employees, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received. |
Ø |
Holdings of Invesco Ltd. securities in Employees accounts are subject to the reporting requirements specified in this Policy. |
● |
Transactions exempted from pre-clearance |
Pre-clearance is not required for following transactions:
Ø |
Variable annuities, variable life products, segregated funds, and other similar unit-based insurance products issued by insurance companies and insurance company separate accounts; |
Ø |
Debt obligations issued by the Republic of India or any State, municipality or agency of the Government of India; |
Ø |
Options, futures and all other derivatives based on currencies and commodities. |
Ø |
Employees are exempt from pre-clearing exchange-traded funds (ETFs) listed on the Pre-clearance Exempt ETF List and any derivatives of these securities such as options. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared . ETFs are Covered Securities and are still subject to requirements and limits set forth by this Policy; and |
Ø |
Other securities or classes of securities as the compliance may from time to time designate. |
The employee share purchase plan accounts (ESPP) under the Invesco ESPP or non-Invesco plans, except for the sale of the securities are also excluded from the pre-clearance requirement.
● |
Executing Approved Transactions |
Any approval granted to an Employee to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If an Employee does not execute the proposed securities
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
transaction prior to closing of the market immediately following the approval, the Employee must resubmit the request on another day for approval.
Any exception to this rule must be approved by Compliance and the appropriate Invesco Chief Compliance Officer, Head of Compliance, or designate.
Employees who effect any purchase transactions shall ensure that they take delivery of the securities purchased, before selling them.
All approved trades that are not executed need to be retracted in the Star Compliance system by the Employee.
Employees may be requested to reverse any trades processed without the required pre-approval. Any costs or losses associated with the reversal are the responsibility of the Employee.
Compliance shall maintain a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the employee, the details of the proposed transaction and whether the request was approved or denied and waivers given, if any, and its reasons.
8. |
Relating to Transactions in Mutual Funds |
Employees shall not purchase or sell/tender for repurchase/redemption units of any scheme, including money market mutual fund scheme/ liquid scheme of the Mutual Fund of which the AMC is the investment manager or of which TC is the Trustee in the following cases:
Ø |
there is a likelihood of a change in the investment objectives of the scheme concerned and this has not been communicated to the investors; |
Ø |
there is a likelihood of a rights/bonus issue in the scheme concerned, and this has not been communicated to the investors; |
Ø |
the scheme concerned is contemplating to issue dividend to the unitholders and this has not been communicated to the investors; |
Ø |
there is a likelihood of a change in the accounting policy, or a significant change in the valuation of any asset, or class of assets, and the same has not been communicated to the investors; |
Ø |
there is a likelihood of conversion of a close ended scheme to an open ended scheme and vice versa and this has not been communicated to the investors. |
9. |
Discretionary Managed Accounts |
In order to establish a Discretionary Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Employees must receive approval from compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Employees are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Employees with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.
Transactions executed in a managed account are not subject to pre-clearance nor are they reportable in any Quarterly Transaction Reports; however an Employee must provide an annual certification certifying the account is still a discretionary managed account. Compliance approval is required to establish a managed account with a firm that is not one of the approved broker-dealers. Each discretionary account must be a separate account and cannot be combined with other accounts.
10. |
Short Sales and Carry Forward Transactions |
No employee shall purchase any security (including derivatives) on a carry forward basis or indulge in short sale of any security (including derivatives).
Short sales of shares of Invesco Ltd. are not permissible.
11. |
Restrictions on Certain Activities |
Employees are subject to the following additional restrictions and prohibitions relating to certain investment activities.
● |
Prohibition against Trading in Securities on Restricted Lists |
Generally, all Employees are prohibited from engaging in any personal securities transactions in a security on the Invesco Restricted List.
There are instances when a security is added to the Restricted List due to ownership limits as defined under country specific securities laws. In such instances, Compliance may grant approval to a personal securities transaction request after reviewing the request to ensure that there are no conflicts of interest.
● |
Prohibition against Short-Term Trading Activities |
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
Employees are prohibited from profiting from the purchase and sale or sale and purchase of the same, or equivalent, security within a period of 60 calendar days from the date of their personal transaction. The holding period will be counted on last in first out basis. However, in cases where it is done, the employee shall provide a suitable explanation to the Compliance, which shall be reported to the Board of IAMI/ITPL at the time of review.
Transactions in currencies, commodities and derivatives (such as options and futures) based on, currencies, and commodities are exempt from the 60 day holding period. This exemption does not apply to derivatives of individual securities and index of securities. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
● |
Prohibition against Purchases in Initial Public Offerings (IPOs) |
Employees are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance.
Employees may purchase securities in an Initial Public Offering when the trade is through a discretionary managed account.
● |
Restricted Securities Issued by Public Companies |
Generally, Employees are discouraged from investing in restricted securities of public companies including special warrant deals. Restricted securities are securities acquired in an unregistered, private sale from an issuer. An Employee must receive approval from Compliance prior to executing a transaction in a restricted security.
● |
Restrictions on Private Placements |
Employees shall not participate in any private placement of equity by any Company.
● |
Investment Clubs |
Employee participation in an investment club is prohibited.
● |
Reserved Quotas |
Employees are prohibited from applying in any reserved quota such as promoters quota, employees quota etc.
● |
Insider Trading |
Insider trading is prohibited under SEBI Insider Trading Regulations and is punishable offence. Any transaction of insider trading either directly or indirectly, whether alone or in concert with another person is prohibited. For this
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
purpose, insider trading means trading in securities based on price sensitive information to which any employee has access.
● |
Front Running |
Any transaction of front running by any employee directly or indirectly is strictly prohibited. For this purpose, front running means any transaction of purchase / sale of a security carried by any employee whether for self or for any other person, knowing fully well that the Company also intends to purchase / sell the same security for its Mutual Fund/ under PMS. Declaration to the effect that the Employees had no prior knowledge of the Companys intended transactions, shall be taken from them at the time of pre-clearance.
● |
Self-Dealing |
Any transaction of self-dealing by any employee directly or indirectly, alone or in conjunction with another person is strictly prohibited. For this purpose, self-dealing means trading in the securities based on information which is price sensitive in nature and to which they have access by virtue of their office. Declaration to this effect shall be taken from them at the time of pre-clearance.
● |
Number of Transactions |
Employees may be required to limit/reduce the number of transactions, if the relevant Head of Department feels that undertaking such transactions reduces their contribution to the work of their department and/or affects their duties to the Company or its clients.
● |
Research Recommendations and Dealing in Securities |
If an employee knows that any entity intends to publish a research recommendation, or a piece of research or analysis or other information, on a security which could reasonably be expected to affect the price of that security, or a related investment (e.g. options or warrants in that security), they must not deal in such investments or securities until the recommendation or research has been published and the information made public.
● |
Right to Prohibit |
Notwithstanding this Policy, the Company reserves the right to restrict any employee from dealings in securities without assigning any reason where the Company believes that such restriction is necessary in the interest of the Company or in order to prevent possible conflicts of interests.
● |
Shadow Dealing |
Dealing through a nominee or any other person or firm, trust or body corporate which is not disclosed to the Company and for which no authorization has been obtained is expressly prohibited. Violation of this provision would be a breach of your terms of employment and could result in your dismissal.
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
● |
Trading in Securities of Invesco Ltd. |
The Invesco Ltd. Insider Trading Policy prohibits directors, executive officers, and other specified employees (Blackout Group) who are deemed to regularly have access to material, non-public information about Invesco from trading in Invesco during the Blackout Periods. This trading prohibition also extends to the family members of these persons. Persons within the Blackout Group are determined on a quarterly basis and are notified of their status accordingly.
Any Employee who becomes aware of material, non-public information about Invesco is prohibited from trading in Invesco securities.
Details of the Blackout Period can be found by way of the attached link:
http://intranet/OC/Pages/sec_close.aspx
The Blackout Period is defined as the period beginning 15 days prior to the end of the third month in each fiscal quarter and ending after the second business day following the Companys issuance of its quarterly or annual earnings release. The Blackout Period may be shorter depending on when the results are announced but cannot start until the end of the relevant reporting period.
The following additional trading restrictions apply to trading in Invesco Ltd.
Ø |
Short term trading in Invesco shares is prohibited. |
Ø |
Pledging Invesco securities as collateral for a loan is generally prohibited. Exceptions must be approved by Compliance. |
● |
IVZ Options |
An Employee is prohibited from engaging in transactions in publicly traded options, such as calls and puts, on shares of Invesco Ltd.
12. |
Certification of Compliance |
Upon Hire and on an annual basis, Employees shall confirm adherence to this Policy by signing off on the Certificate of Compliance and the Invesco Code of Conduct.
13. |
Sanctions |
Compliance will issue a letter of education to the Employees involved in violations of the Personal Trading Policy that are determined to be inadvertent or immaterial.
Upon discovering a material violation of the Personal Trading Policy, Compliance will notify the appropriate Invesco Chief Compliance Officer (CCO) or Mumbai Head of Compliance.
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
The Company may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client account during the enumerated period), wage freeze, a letter of censure or suspension, or termination of employment.
The Company, in its sole and absolute discretion, reserves the right to cancel any trade, with or without prior notice to an employee and at his expense or in the case of an approved outside account, to instruct an employee to cancel the trade at his/her expense. From time to time, an employee may also have his/her positions frozen due to potential conflicts of interest or the appearance of impropriety. The Company may, in its sole and absolute discretion, suspend or revoke employees trading privileges at any time.
Notwithstanding anything stated in the Employees employment/engagement agreement, Invesco may terminate the Employees services forthwith, without prior notice or payment of any compensation, if the Employee violates any provision of this policy.
The action by the company shall not preclude SEBI from taking any action in case of violation of the Policy.
14. |
Exceptions to the Policy |
The Chief Executive Officer or designee in consultation with the Mumbai Head of Compliance may, on a case by case basis, grant an exception to any provision in this Policy in unusual circumstances subject to compliance with regulatory requirements upon written request.
15. |
Enforcement of the Policy |
Compliance with this policy will be monitored by the compliance department.
It is the Employees obligation to be familiar with and to comply with the Policy and applicable laws and regulations and to demonstrate sound ethics, honesty and fairness in all their dealings. It is also important that Employees familiarize themselves with the concepts of inside information, front running and insider trading.
16. |
Review by the Board of Directors |
The Boards of IAMI and the ITPL shall review the compliance of the guidelines in this Policy in their periodical meetings. They may review the existing procedures and recommend for changes in procedures based on the IAMIs experience, industry practices or developments in applicable laws and regulations. They shall report its compliance and any violations and remedial action taken by them in the reports submitted to SEBI.
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
17. |
Annual Review of the Policy |
The Policy will be reviewed annually.
18. |
Amendment of the Policy |
This Policy will be amended from time to time to incorporate interalia the changes as may be required pursuant to SEBI circulars or as may be directed by the Board. The amended Policy will then be circulated to all the employees within 30 days of amendment.
Version History
Version | Date | Description | Initiator | Approved by | ||||||||||
1.0 |
September 6, 2006 |
Initial Adoption of Insider Trading Policy. |
Compliance |
Board of RAMC and RTC |
||||||||||
2.0 |
March 27, 2009 |
Adopted Securities Dealing Policy & Guidelines Directors/Trustees in place of erstwhile Insider Trading Policy. |
Suresh Jakhotiya |
Board of RAMC and RTC |
||||||||||
3.0
|
May 9, 2013
|
Updation of Securities Dealing Policy & Guidelines - Directors/Trustees. (Pursuant to change in shareholding, the Policy was revised interalia to incorporate change in entity names and also to align the Policy with Invesco Policy)
|
Suresh Jakhotiya
|
Board of RAMC and RTC
|
||||||||||
4.0 |
April 24, 2015 |
Review of the Policy. (Incorporated relevant changes w.r.t SEBI circular CIR/IMD/DF/10/2014 dated May 22, 2014 and also incorporated provisions for circulation of Policy post amendment and obtaining annual confirmation from employees) |
Suresh Jakhotiya |
Noted by Saurabh Nanavati.
Will be placed before the Board of RIAMC and RITC for noting scheduled to be held in May 2015. |
||||||||||
5.0 |
May 14, 2015 |
Review of the Policy. (Incorporated relevant changes w.r.t SEBI circular CIR/IMD/DF/10/2014 dated May 22, 2014 and also incorporated provisions for circulation of Policy post amendment and obtaining annual confirmation from employees) |
Suresh Jakhotiya |
Noted by Saurabh Nanavati.
Will be placed before the Board of RIAMC and RITC for noting scheduled to be held in May 2015. |
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
6.0 |
April 5, 2016 |
Amendment of Securities Dealing Policy post 100% acquisition by Invesco Ltd. The Policy is now renamed as Personal Trading Policy. |
Suresh Jakhotiya |
Board of Religare Invesco AMC and Religare Invesco Trustee Company at their respective board meetings held on April 5, 2016. |
||||||||||
6.1
|
July 5, 2016
|
Names of AMC and Trustee Company were changed to reflect new names and logo was changed
|
Suresh Jakhotiya
|
N.A.
|
||||||||||
6.2 |
December 1, 2016 |
Review of the Policy. (Incorporated relevant changes w.r.t SEBI circular SEBI/HO/IMD/DF2/CIR/P/2016/124 dated November 17, 2016) |
Suresh Jakhotiya |
Will be placed before the Board of IAMI and ITC for noting at their forthcoming meetings. |
||||||||||
7.0
|
May 5, 2017
|
Reviewed and no changes to be made
|
Suresh Jakhotiya
|
N.A.
|
This Policy is for Invesco internal use only unless otherwise specified. No portion of
this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
POWER OF ATTORNEY
I appoint Sheri Morris and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of (i) the Open-End Funds and Invesco Senior Loan Fund listed on Schedule A attached hereto and incorporated herein effective March 9. 2017 and (ii) the Closed-End Funds, with the exception of Invesco Senior Loan Fund, listed on Schedule A attached hereto and incorporated herein, effective March 28, 2017, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Sheri Morris and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Sheri Morris and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Cynthia L. Hostetler |
Cynthia L. Hostetler |
Date: March 28, 2017 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income 2023 Target Term Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Sheri Morris and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of (i) the Open-End Funds and Invesco Senior Loan Fund listed on Schedule A attached hereto and incorporated herein effective March 9. 2017 and (ii) the Closed-End Funds, with the exception of Invesco Senior Loan Fund, listed on Schedule A attached hereto and incorporated herein, effective March 28, 2017, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Sheri Morris and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Sheri Morris and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Teresa M. Ressel |
Teresa M. Ressel |
Date: March 28, 2017 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income 2023 Target Term Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Sheri Morris and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of (i) the Open-End Funds and Invesco Senior Loan Fund listed on Schedule A attached hereto and incorporated herein effective March 9. 2017 and (ii) the Closed-End Funds, with the exception of Invesco Senior Loan Fund, listed on Schedule A attached hereto and incorporated herein, effective March 28, 2017, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Sheri Morris and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Sheri Morris and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Margaret Ann Barnett Stern |
Margaret Ann Barnett Stern |
Date: March 28, 2017 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income 2023 Target Term Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Sheri Morris and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of (i) the Open-End Funds and Invesco Senior Loan Fund listed on Schedule A attached hereto and incorporated herein effective March 9. 2017 and (ii) the Closed-End Funds, with the exception of Invesco Senior Loan Fund, listed on Schedule A attached hereto and incorporated herein, effective March 28, 2017, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Sheri Morris and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Sheri Morris and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Christopher L. Wilson |
Christopher L. Wilson |
Date: March 28, 2017 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income 2023 Target Term Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust