As filed with the Securities and Exchange Commission on February 27, 2019
1933 Act Registration No. 002-25469
1940 Act Registration No. 811-01424
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 129 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 129 | ☒ |
(Check appropriate box or boxes.)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code (713) 626-1919
Jeffrey H. Kupor, Esquire
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(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 77046-1173 | Philadelphia, Pennsylvania 19103-7018 |
Approximate Date of Proposed Public Offering: As soon as practicable after this post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
☐ |
immediately upon filing pursuant to paragraph (b) |
☒ |
on February 28, 2019 pursuant to paragraph (b) |
☐ |
60 days after filing pursuant to paragraph (a)(1) |
☐ |
on (date) pursuant to paragraph (a)(1) |
☐ |
75 days after filing pursuant to paragraph (a)(2) |
☐ |
on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
☐ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Prospectus | February 28, 2019 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Class: | A | C | R | Y |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50% | None | None | None |
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None 1 | 1.00% | None | None |
... |
1 | A contingent deferred sales charge may apply in some cases. See “Shareholder Account Information-Contingent Deferred Sales Charges (CDSCs).” |
2 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2020. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class A | $654 | $877 | $1,117 | $1,805 |
... | ||||
Class C | $286 | $578 | $ 995 | $2,158 |
... | ||||
Class R | $135 | $424 | $ 733 | $1,612 |
... | ||||
Class Y | $ 85 | $267 | $ 465 | $1,036 |
... |
1 Year | 3 Years | 5 Years | 10 Years | |
Class A | $654 | $877 | $1,117 | $1,805 |
... | ||||
Class C | $186 | $578 | $ 995 | $2,158 |
... | ||||
Class R | $135 | $424 | $ 733 | $1,612 |
... | ||||
Class Y | $ 85 | $267 | $ 465 | $1,036 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class A shares: Inception (11/26/1968) | |||
Return Before Taxes | -14.61% | 1.47% | 8.17% |
Return After Taxes on Distributions | -16.67 | -0.95 | 6.70 |
Return After Taxes on Distributions and Sale of Fund Shares | -7.07 | 1.09 | 6.63 |
... | |||
Class C shares: Inception (8/4/1997) | -11.14 | 1.87 | 7.97 |
... | |||
Class R shares: Inception (6/3/2002) | -9.86 | 2.38 | 8.51 |
... | |||
Class Y shares: Inception (10/3/2008) | -9.47 | 2.88 | 9.06 |
... | |||
Russell 1000 Index (reflects no deductions for fees, expenses or taxes) | -4.78 | 8.21 | 13.28 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Large Cap Core Funds Index | -5.13 | 7.33 | 12.09 |
... |
Portfolio Manager | Title | Length of Service on the Fund |
Ronald Sloan | Portfolio Manager | 2002 |
... |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments
Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
... | ||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
... | ||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
... | ||
All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
... | ||
IRAs and Coverdell ESAs | 250 | 25 |
... | ||
All other accounts | 1,000 | 50 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund |
may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient, as described under the “Taxes” section of the prospectus. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Ronald Sloan, Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1998. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $18.75 | $ 0.06 | $(0.04) | $ 0.02 | $(0.10) | $(1.15) | $(1.25) | $17.52 | (0.04)% | $2,951,279 | 1.07% (d) | 1.08% (d) | 0.35% (d) | 46% |
Year ended 10/31/17 | 18.31 | 0.09 | 2.29 | 2.38 | (0.17) | (1.77) | (1.94) | 18.75 | 13.83 | 3,363,073 | 1.10 | 1.11 | 0.50 | 30 |
Year ended 10/31/16 | 20.30 | 0.16 | 0.34 | 0.50 | (0.21) | (2.28) | (2.49) | 18.31 | 3.54 | 3,467,887 | 1.11 | 1.12 | 0.88 | 28 |
Year ended 10/31/15 | 23.28 | 0.19 | (0.74) | (0.55) | (0.13) | (2.30) | (2.43) | 20.30 | (2.53) | 3,869,488 | 1.07 | 1.08 | 0.89 | 47 |
Year ended 10/31/14 | 22.22 | 0.12 | 2.09 | 2.21 | (0.20) | (0.95) | (1.15) | 23.28 | 10.48 | 4,517,960 | 1.05 | 1.07 | 0.53 | 23 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 17.58 | (0.02) | 1.56 | 1.54 | — | (1.15) | (1.15) | 17.97 | 9.23 | — | 1.82 (d)(f) | 1.83 (d)(f) | (0.40) (d)(f) | 46 |
Year ended 10/31/17 | 17.26 | (0.04) | 2.15 | 2.11 | (0.02) | (1.77) | (1.79) | 17.58 | 12.96 | 12,494 | 1.85 | 1.86 | (0.25) | 30 |
Year ended 10/31/16 | 19.24 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.26 | 2.74 | 27,731 | 1.86 | 1.87 | 0.13 | 28 |
Year ended 10/31/15 | 22.21 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.24 | (3.22) | 47,808 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.25 | (0.05) | 2.00 | 1.95 | (0.04) | (0.95) | (0.99) | 22.21 | 9.62 | 78,125 | 1.80 | 1.82 | (0.22) | 23 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 17.65 | (0.07) | (0.04) | (0.11) | — | (1.15) | (1.15) | 16.39 | (0.80) | 133,804 | 1.82 (d) | 1.83 (d) | (0.40) (d) | 46 |
Year ended 10/31/17 | 17.32 | (0.04) | 2.16 | 2.12 | (0.02) | (1.77) | (1.79) | 17.65 | 12.98 | 167,073 | 1.85 | 1.86 | (0.25) | 30 |
Year ended 10/31/16 | 19.30 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.32 | 2.73 | 200,499 | 1.86 | 1.87 | 0.13 | 28 |
Year ended 10/31/15 | 22.27 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.30 | (3.22) | 239,765 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.30 | (0.05) | 2.01 | 1.96 | (0.04) | (0.95) | (0.99) | 22.27 | 9.64 | 282,091 | 1.80 | 1.82 | (0.22) | 23 |
... | ||||||||||||||
Class R | ||||||||||||||
Year ended 10/31/18 | 18.55 | 0.02 | (0.04) | (0.02) | (0.04) | (1.15) | (1.19) | 17.34 | (0.24) | 23,251 | 1.32 (d) | 1.33 (d) | 0.10 (d) | 46 |
Year ended 10/31/17 | 18.13 | 0.05 | 2.26 | 2.31 | (0.12) | (1.77) | (1.89) | 18.55 | 13.53 | 30,187 | 1.35 | 1.36 | 0.25 | 30 |
Year ended 10/31/16 | 20.12 | 0.11 | 0.34 | 0.45 | (0.16) | (2.28) | (2.44) | 18.13 | 3.24 | 35,654 | 1.36 | 1.37 | 0.63 | 28 |
Year ended 10/31/15 | 23.07 | 0.13 | (0.72) | (0.59) | (0.06) | (2.30) | (2.36) | 20.12 | (2.72) | 44,079 | 1.32 | 1.33 | 0.64 | 47 |
Year ended 10/31/14 | 22.03 | 0.06 | 2.07 | 2.13 | (0.14) | (0.95) | (1.09) | 23.07 | 10.19 | 67,910 | 1.30 | 1.32 | 0.28 | 23 |
... | ||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/18 | 18.76 | 0.08 | (0.04) | 0.04 | (0.12) | (1.15) | (1.27) | 17.53 | 0.07 | 17.317 | 0.97 (d) | 0.98 (d) | 0.45 (d) | 46 |
Year ended 10/31/17 | 18.32 | 0.11 | 2.28 | 2.39 | (0.18) | (1.77) | (1.95) | 18.76 | 13.94 | 19,028 | 1.00 | 1.01 | 0.60 | 30 |
Year ended 10/31/16 | 20.32 | 0.18 | 0.34 | 0.52 | (0.24) | (2.28) | (2.52) | 18.32 | 3.63 | 18,364 | 1.01 | 1.02 | 0.98 | 28 |
Year ended 10/31/15 | 23.30 | 0.21 | (0.74) | (0.53) | (0.15) | (2.30) | (2.45) | 20.32 | (2.42) | 19,329 | 0.97 | 0.98 | 0.99 | 47 |
Year ended 10/31/14 | 22.24 | 0.14 | 2.09 | 2.23 | (0.22) | (0.95) | (1.17) | 23.30 | 10.57 | 23,137 | 0.95 | 0.97 | 0.63 | 23 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 18.84 | 0.11 | (0.04) | 0.07 | (0.15) | (1.15) | (1.30) | 17.61 | 0.23 | 101,885 | 0.82 (d) | 0.83 (d) | 0.60 (d) | 46 |
Year ended 10/31/17 | 18.39 | 0.14 | 2.29 | 2.43 | (0.21) | (1.77) | (1.98) | 18.84 | 14.13 | 129,285 | 0.85 | 0.86 | 0.75 | 30 |
Year ended 10/31/16 | 20.40 | 0.20 | 0.34 | 0.54 | (0.27) | (2.28) | (2.55) | 18.39 | 3.76 | 102,182 | 0.86 | 0.87 | 1.13 | 28 |
Year ended 10/31/15 | 23.38 | 0.25 | (0.75) | (0.50) | (0.18) | (2.30) | (2.48) | 20.40 | (2.24) | 183,005 | 0.82 | 0.83 | 1.14 | 47 |
Year ended 10/31/14 | 22.31 | 0.18 | 2.09 | 2.27 | (0.25) | (0.95) | (1.20) | 23.38 | 10.75 | 479,371 | 0.80 | 0.82 | 0.78 | 23 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 19.58 | 0.13 | (0.06) | 0.07 | (0.16) | (1.15) | (1.31) | 18.34 | 0.25 | 12,018 | 0.76 (d) | 0.77 (d) | 0.66 (d) | 46 |
Year ended 10/31/17 | 19.05 | 0.16 | 2.38 | 2.54 | (0.24) | (1.77) | (2.01) | 19.58 | 14.19 | 29,835 | 0.77 | 0.78 | 0.83 | 30 |
Year ended 10/31/16 | 21.03 | 0.23 | 0.36 | 0.59 | (0.29) | (2.28) | (2.57) | 19.05 | 3.92 | 38,682 | 0.75 | 0.76 | 1.24 | 28 |
Year ended 10/31/15 | 24.04 | 0.27 | (0.78) | (0.51) | (0.20) | (2.30) | (2.50) | 21.03 | (2.22) | 110,943 | 0.73 | 0.74 | 1.23 | 47 |
Year ended 10/31/14 | 22.90 | 0.20 | 2.16 | 2.36 | (0.27) | (0.95) | (1.22) | 24.04 | 10.87 | 414,713 | 0.72 | 0.74 | 0.86 | 23 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 19.58 | 0.14 | (0.05) | 0.09 | (0.18) | (1.15) | (1.33) | 18.34 | 0.34 | 20,404 | 0.69 (d) | 0.70 (d) | 0.73 (d) | 46 |
Year ended 10/31/17 | 19.05 | 0.17 | 2.38 | 2.55 | (0.25) | (1.77) | (2.02) | 19.58 | 14.27 | 18,290 | 0.69 | 0.70 | 0.91 | 30 |
Year ended 10/31/16 | 21.04 | 0.24 | 0.36 | 0.60 | (0.31) | (2.28) | (2.59) | 19.05 | 3.99 | 2,948 | 0.68 | 0.69 | 1.31 | 28 |
Year ended 10/31/15 | 24.05 | 0.29 | (0.77) | (0.48) | (0.23) | (2.30) | (2.53) | 21.04 | (2.12) | 125,997 | 0.64 | 0.65 | 1.32 | 47 |
Year ended 10/31/14 | 22.91 | 0.22 | 2.16 | 2.38 | (0.29) | (0.95) | (1.24) | 24.05 | 10.96 | 135,294 | 0.63 | 0.65 | 0.95 | 23 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $3,270,950, $11,719, $156,054, $27,316, $18,934, $115,643, $16,459 and $21,439 for Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (date of conversion). |
(f) | Annualized. |
■ | 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; |
■ | The Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; |
■ | Hypotheticals both with and without any applicable initial sales charge applied; and |
■ | There is no sales charge on reinvested dividends. |
Class A (Includes Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.08% | 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 | (1.80%) | 2.04% | 6.03% | 10.18% | 14.49% | 18.96% | 23.62% | 28.45% | 33.47% | 38.69% |
End of Year Balance | $9,820.44 | $10,204.42 | $10,603.41 | $11,018.01 | $11,448.81 | $11,896.46 | $12,361.61 | $12,844.95 | $13,347.19 | $13,869.06 |
Estimated Annual Expenses | $ 654.06 | $ 109.14 | $ 113.40 | $ 117.84 | $ 122.44 | $ 127.23 | $ 132.21 | $ 137.38 | $ 142.75 | $ 148.33 |
... |
Class A (Without Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.08% | 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 | 3.92% | 7.98% | 12.21% | 16.59% | 21.15% | 25.89% | 30.81% | 35.93% | 41.24% | 46.76% |
End of Year Balance | $10,392.00 | $10,798.33 | $11,220.54 | $11,659.26 | $12,115.14 | $12,588.84 | $13,081.07 | $13,592.54 | $14,124.01 | $14,676.25 |
Estimated Annual Expenses | $ 110.12 | $ 115.49 | $ 120.00 | $ 124.69 | $ 129.57 | $ 134.64 | $ 139.90 | $ 145.37 | $ 151.06 | $ 156.96 |
... |
Class C 2 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.83% | 1.84% | 1.84% | 1.84% | 1.84% | 1.84% | 1.84% | 1.84% | 1.84% | 1.84% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.17% | 6.43% | 9.79% | 13.26% | 16.84% | 20.53% | 24.34% | 28.27% | 32.33% | 36.51% |
End of Year Balance | $10,317.00 | $10,643.02 | $10,979.34 | $11,326.28 | $11,684.19 | $12,053.41 | $12,434.30 | $12,827.23 | $13,232.57 | $13,650.72 |
Estimated Annual Expenses | $ 185.90 | $ 192.83 | $ 198.93 | $ 205.21 | $ 211.70 | $ 218.39 | $ 225.29 | $ 232.41 | $ 239.75 | $ 247.33 |
... |
Class R | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.33% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% |
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 | 3.67% | 7.46% | 11.40% | 15.47% | 19.70% | 24.08% | 28.62% | 33.33% | 38.21% | 43.27% |
End of Year Balance | $10,367.00 | $10,746.43 | $11,139.75 | $11,547.47 | $11,970.10 | $12,408.21 | $12,862.35 | $13,333.11 | $13,821.10 | $14,326.96 |
Estimated Annual Expenses | $ 135.44 | $ 141.46 | $ 146.64 | $ 152.00 | $ 157.57 | $ 163.33 | $ 169.31 | $ 175.51 | $ 181.93 | $ 188.59 |
... |
Class Y | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.83% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.17% | 8.50% | 13.02% | 17.72% | 22.62% | 27.72% | 33.03% | 38.56% | 44.33% | 50.33% |
End of Year Balance | $10,417.00 | $10,850.35 | $11,301.72 | $11,771.87 | $12,261.58 | $12,771.67 | $13,302.97 | $13,856.37 | $14,432.79 | $15,033.20 |
Estimated Annual Expenses | $ 84.73 | $ 89.32 | $ 93.04 | $ 96.91 | $ 100.94 | $ 105.14 | $ 109.51 | $ 114.07 | $ 118.81 | $ 123.76 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
2 | The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in year one for Class C has not been deducted. |
■ | Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
■ | Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
■ | Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
■ | Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
Share Classes | |||
Class A | Class C | Class R | Class Y |
■ Initial sales charge which may be waived or reduced 1 | ■ No initial sales charge | ■ No initial sales charge | ■ No initial sales charge |
■ CDSC on certain redemptions 1 | ■ CDSC on redemptions within one year 3 | ■ No CDSC | ■ No CDSC |
■ 12b-1 fee of up to 0.25% 2 | ■ 12b-1 fee of up to 1.00% 4 | ■ 12b-1 fee of up to 0.50% | ■ No 12b-1 fee |
■ Investors may only open an account to purchase Class C shares if they have appointed a financial intermediary. This restriction does not apply to Employer Sponsored Retirement and Benefit Plans. | ■ Does not convert to Class A shares | ■ Does not convert to Class A shares | |
■ Purchase maximums apply | ■ Intended for Employer Sponsored Retirement and Benefit Plans |
1 | Invesco Conservative Income Fund does not have initial sales charges or CDSCs on redemptions. |
2 | Class A2 shares of Invesco Limited Term Municipal Income Fund and Investor Class shares of Invesco Government Money Market Fund, Invesco Tax-Exempt Cash Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio do not have a 12b-1 fee; Invesco Short Term Bond Fund Class A shares and Invesco Short Duration Inflation Protected Fund Class A2 shares have a 12b-1 fee of 0.15%; and Invesco Tax-Exempt Cash Fund and Invesco Conservative Income Fund Class A shares have a 12b-1 fee of 0.10%. |
3 | CDSC does not apply to redemption of Class C shares of Invesco Short Term Bond Fund unless you received Class C shares of Invesco Short Term Bond Fund through an exchange from Class C shares from another Invesco Fund that is still subject to a CDSC. |
4 | The 12b-1 fee for Class C shares of certain Funds is less than 1.00%. The “Fees and Expenses of the Fund—Annual Fund Operating Expenses” section of this prospectus reflects the actual 12b-1 fees paid by a Fund. |
■ | Investor Class shares: Invesco Diversified Dividend Fund, Invesco Dividend Income Fund, Invesco Energy Fund, Invesco European Growth Fund, Invesco Gold & Precious Metals Fund, Invesco Health Care Fund, Invesco High Yield Fund, Invesco Income Fund, Invesco International Core Equity Fund, Invesco Low Volatility Equity Yield Fund, Invesco Government Money Market Fund, Invesco Municipal Income Fund, Invesco Real Estate Fund, |
Invesco Small Cap Growth Fund, Invesco Tax-Exempt Cash Fund, Invesco Technology Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio. |
■ | Class A2 shares: Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund; |
■ | Class AX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class CX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class RX shares: Invesco Balanced-Risk Retirement Funds; |
■ | Class P shares: Invesco Summit Fund; |
■ | Class S shares: Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund; and |
■ | Invesco Cash Reserve Shares: Invesco Government Money Market Fund. |
■ | Investors who established accounts prior to April 1, 2002, in Investor Class shares with Invesco Distributors, Inc. (Invesco Distributors) who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons) without a designated intermediary. These investors are referred to as “Investor Class grandfathered investors.” |
■ | Customers of a financial intermediary that has had an agreement with the Funds’ distributor or any Funds that offered Investor Class shares prior to April 1, 2002, that has continuously maintained such agreement. These intermediaries are referred to as “Investor Class grandfathered intermediaries.” |
■ | Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Invesco Limited Term Municipal Income Fund, Class A2 shares. |
■ | Invesco Government Money Market Fund, Investor Class shares. |
■ | Invesco Tax-Exempt Cash Fund, Investor Class shares. |
■ | Invesco Premier Portfolio, Investor Class shares. |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares. |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares. |
■ | All Funds, Class Y shares |
■ | Class A shares: 0.25% |
■ | Class C shares: 1.00% |
■ | Class P shares: 0.10% |
■ | Class R shares: 0.50% |
■ | Class S shares: 0.15% |
■ | Invesco Cash Reserve Shares: 0.15% |
■ | Investor Class shares: 0.25% |
Category I Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 50,000 | 5.50% | 5.82% |
... | |||
$50,000 but less than | $ 100,000 | 4.50 | 4.71 |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.75 | 2.83 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category II Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 4.25% | 4.44% |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.50 | 2.56 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category III Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 1.00% | 1.01% |
... | |||
$100,000 but less than | $ 250,000 | 0.75 | 0.76 |
... | |||
$250,000 but less than | $1,000,000 | 0.50 | 0.50 |
... |
Category IV Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $100,000 | 2.50% | 2.56% |
... | |||
$100,000 but less than | $250,000 | 1.75 | 1.78 |
... | |||
$250,000 but less than | $500,000 | 1.25 | 1.27 |
... |
■ | Investors who purchase shares through a fee-based advisory account with an approved financial intermediary. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account. |
■ | Employer Sponsored Retirement and Benefit Plans maintained on retirement platforms or by the Funds’ transfer agent or its affiliates: |
■ | with assets of at least $1 million; or |
■ | with at least 100 employees eligible to participate in the plan; or |
■ | that execute plan level or multiple-plan level transactions through a single omnibus account per Fund. |
■ | Any investor who purchases his or her shares with the proceeds of an in kind rollover, transfer or distribution from a Retirement and Benefit Plan where the account being funded by such rollover is to be maintained by the same financial intermediary, trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof. |
■ | Investors who own Investor Class shares of a Fund, who purchase Class A shares of a different Fund through the same account in which the Investor Class Shares were first purchased. |
■ | Funds of funds or other pooled investment vehicles. |
■ | Insurance company separate accounts (except for Invesco Tax-Exempt Cash Fund). |
■ | Any current or retired trustee, director, officer or employee of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Any registered representative or employee of any financial intermediary who has an agreement with Invesco Distributors to sell shares of the Invesco Funds (this includes any members of his or her immediate family). |
■ | Any investor purchasing shares through a financial intermediary that has a written arrangement with the Funds’ distributor in which the Funds’ distributor has agreed to participate in a no transaction fee program in which the financial intermediary will make Class A shares available without the imposition of a sales charge. |
■ | reinvesting dividends and distributions; |
■ | exchanging shares of one Fund that were previously assessed a sales charge for shares of another Fund; |
■ | purchasing shares in connection with the repayment of an Employer Sponsored Retirement and Benefit Plan loan administered by the Funds’ transfer agent; and |
■ | purchasing Class A shares with proceeds from the redemption of Class C, Class R or Class Y shares where the redemption and purchase are |
effectuated on the same business day due to the distribution of a Retirement and Benefit Plan maintained by the Funds’ transfer agent or one of its affiliates. |
■ | Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan; |
■ | Shares purchased by or through a 529 Plan; |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program; |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform; |
■ | Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable); |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family); |
■ | Shares converted from Class C ( i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date; |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members; |
■ | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | CDSC Waivers on A and C Shares available at Merrill Lynch |
■ | Death or disability of the shareholder; |
■ | Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus; |
■ | Return of excess contributions from an IRA Account; |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 ; |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch; |
■ | Shares acquired through a right of reinstatement; and |
■ | Shares held in retirement brokerage accounts, that are converted to a lower cost share class due to transfer to a fee based account or platform (applicable to A and C shares only). |
■ | Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent |
■ | Breakpoints as described in this prospectus; |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets; and |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable). |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
■ | Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family). |
■ | Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges. |
■ | Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
■ | Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement). |
■ | Automatic Exchange of Class C shares |
■ | Class C shares will automatically exchange to Class A shares in the month of the 10-year anniversary of the purchase date. |
■ | Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans; |
■ | Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules; |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund; |
■ | Shares purchased through a Morgan Stanley self-directed brokerage account; |
■ | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
■ | Front-end sales load waivers on Class A shares available at Raymond James |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family). |
■ | Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
■ | CDSC Waivers on Classes A and C shares available at Raymond James |
■ | Death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
■ | Return of excess contributions from an IRA Account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 as described in the fund’s prospectus. |
■ | Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
■ | Shares acquired through a right of reinstatement. |
■ | Front-end load discounts available at Raymond James: breakpoints, and/or rights of accumulation |
■ | Breakpoints as described in this prospectus. |
■ | Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets. |
1. | an individual account owner; |
2. | immediate family of the individual account owner (which includes the individual’s spouse or domestic partner; the individual’s children, step-children or grandchildren; the spouse or domestic partner of the individual’s children, step-children or grandchildren; the individual’s parents and step-parents; the parents or step-parents of the individual’s spouse or domestic partner; the individual’s grandparents; and the individual’s siblings); |
3. | a Retirement and Benefit Plan so long as the plan is established exclusively for the benefit of an individual account owner; and |
4. | a Coverdell Education Savings Account (Coverdell ESA), maintained pursuant to Section 530 of the Code (in either case, the account must be established by an individual account owner or have an individual account owner named as the beneficiary thereof). |
a) | the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the Invesco Funds will not accept separate contributions submitted with respect to individual participants); |
b) | each transmittal is accompanied by checks or wire transfers; and |
c) | if the Invesco Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies Invesco Distributors or its designee in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal. |
■ | If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period. |
■ | If you redeem shares to pay account fees. |
■ | If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. |
■ | Class C shares of Invesco Short Term Bond Fund. |
■ | Class A shares of Invesco Tax-Exempt Cash Fund. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund. |
■ | Invesco Cash Reserve Shares of Invesco Government Money Market Fund. |
■ | Investor Class shares of any Fund. |
■ | Class P shares of Invesco Summit Fund. |
■ | Class S shares of Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund. |
■ | Class Y shares of any Fund. |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
... | ||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
... | ||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
... | ||
All other accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
... | ||
IRAs and Coverdell ESAs | 250 | 25 |
... | ||
All other accounts | 1,000 | 50 |
... |
Opening An Account | Adding To An Account | |
Through a Financial Adviser | Contact your financial adviser. | Contact your financial adviser. |
By Mail |
Mail
completed account application and check to the Funds’ transfer agent,
Invesco Investment Services, Inc. P.O. Box 219078, Kansas City, MO 64121-9078. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
Mail your check and the remittance slip from your confirmation statement to the Funds’ transfer agent. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
By Wire | Mail completed account application to the Funds’ transfer agent. Call the Funds’ transfer agent at (800) 959-4246 to receive a reference number. Then, use the wire instructions provided below. | Call the Funds’ transfer agent to receive a reference number. Then, use the wire instructions provided below. |
Wire Instructions |
Beneficiary
Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639 Beneficiary Account Name: Invesco Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account # |
|
By Telephone | Open your account using one of the methods described above. | Select the Bank Account Information option on your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the Funds’ transfer agent. Once the Funds’ transfer agent has received the form, call the Funds’ transfer agent at the number below to place your purchase order. |
Automated Investor Line | Open your account using one of the methods described above. | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. |
By Internet | Open your account using one of the methods described above. | Access your account at www.invesco.com/us. The proper bank instructions must have been provided on your account. You may not purchase shares in Retirement and Benefit Plans on the internet. |
... |
■ | Your account balance in the Fund paying the dividend or distribution must be at least $5,000; and |
■ | Your account balance in the Fund receiving the dividend or distribution must be at least $500. |
How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. |
By Mail | Send a written request to the Funds’ transfer agent which includes: |
■
Original signatures of all registered owners/trustees;
■ The dollar value or number of shares that you wish to redeem; ■ The name of the Fund(s) and your account number; ■ The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and |
|
■
Signature guarantees, if necessary (see below).
The Funds’ transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from a Retirement and Benefit Plan, you must complete the appropriate distribution form. |
|
By Telephone |
Call
the Funds’ transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:
■ Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 15 days) or transferred electronically to a pre-authorized checking account; ■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have not previously declined the telephone redemption privilege. |
You may, in limited circumstances, initiate a redemption from an Invesco IRA by telephone. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. | |
Automated Investor Line | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested. |
By Internet |
Place
your redemption request at www.invesco.com/us. You will be allowed to redeem by Internet if:
■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have already provided proper bank information. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. |
... |
■ | Invesco Government Money Market Fund, Invesco Cash Reserve Shares, Class AX shares, Class Y shares and Investor Class shares |
■ | Invesco Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares |
■ | Invesco Premier Portfolio, Investor Class shares |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares |
■ | When your redemption proceeds exceed $250,000 per Fund. |
■ | When you request that redemption proceeds be paid to someone other than the registered owner of the account. |
■ | When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account. |
■ | When you request that redemption proceeds be sent to a new address or an address that changed in the last 15 days. |
Exchange From | Exchange To |
Invesco Cash Reserve Shares | Class A, C, R, Investor Class |
... | |
Class A | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class A2 | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class AX | Class A, AX, Investor Class, Invesco Cash Reserve Shares |
... | |
Investor Class | Class A, Investor Class |
... | |
Class P | Class A, Invesco Cash Reserve Shares |
... | |
Class S | Class A, S, Invesco Cash Reserve Shares |
... |
Exchange From | Exchange To |
Class C | Class C |
... | |
Class CX | Class C, CX |
... | |
Class R | Class R |
... | |
Class RX | Class R, RX |
... | |
Class Y | Class Y |
... |
■ | Investor Class shares cannot be exchanged for Class A shares of any Fund which offers Investor Class shares. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund cannot be exchanged for Class A shares of those Funds. |
■ | Invesco Cash Reserve Shares cannot be exchanged for Class C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund. |
■ | All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans. |
■ | Conversions into Class A from Class A2 of the same Fund. |
■ | Conversions into Class A2, Class AX, Class CX, Class P, Class RX or Class S of the same Fund. |
■ | Reject or cancel all or any part of any purchase or exchange order. |
■ | Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund. |
■ | Reject or cancel any request to establish a Systematic Purchase Plan or Systematic Redemption Plan. |
■ | Modify or terminate any sales charge waivers or exceptions. |
■ | Suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Trade activity monitoring. |
■ | Discretion to reject orders. |
■ | Purchase blocking. |
■ | The use of fair value pricing consistent with procedures approved by the Board. |
■ | The money market funds are offered to investors as cash management vehicles; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds. |
■ | With respect to the money market funds maintaining a constant net asset value, the money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, the money market funds are not subject to price arbitrage opportunities. |
■ | With respect to the money market funds maintaining a constant net asset value, because such Funds seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Funds upon redemption than other mutual funds. |
■ | A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a Fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate. |
■ | Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares. |
■ | A portion of income dividends paid by a Fund to you may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates. |
■ | The use of derivatives by a Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the Internal Revenue Service (IRS). Cost basis will be calculated using the Fund’s default method of average cost, unless you instruct the Fund to use a different calculation method. As a service to you, the Fund will continue to provide to you (but not the IRS) cost basis information for shares acquired before 2012, when available, using the average cost method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.Invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be |
subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. | |
■ | 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. |
■ | 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. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
■ | If a Fund invests in an underlying fund taxed as a RIC, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for noncorporate shareholders, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends-received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
■ | A Fund does not anticipate realizing any long-term capital gains. |
■ | If a Fund, other than Invesco Premier Tax-Exempt Portfolio, expects to maintain a stable net asset value of $1.00 per share, investors should not have any gain or loss on sale or exchange of Fund shares (unless the investor incurs a liquidity fee on such sale or exchange). See “Liquidity Fees and Redemption Gates.” |
■ | Invesco Premier Tax-Exempt Portfolio rounds its current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on sale or exchange of shares of the Fund calculated by subtracting your cost basis from the gross proceeds received from the sale or exchange. |
■ | There is some degree of uncertainty with respect to the tax treatment of liquidity fees received by a Fund, and such tax treatment may be the subject of future IRS guidance. If a Fund receives liquidity fees, it will consider the appropriate tax treatment of such fees to the Fund at such time. |
■ | Regarding Invesco Premier Tax-Exempt Portfolio, because the Fund is not expected to maintain a stable share price, a sale or exchange of Fund shares may result in a capital gain or loss for you. Unless you choose to adopt a simplified “NAV method” of accounting (described below), any capital gain or loss on the sale or exchange of Fund shares (as noted above) generally will be treated either as short-term if you held your Fund shares for one year or less, or long-term if you held your Fund shares longer. If you elect to adopt the NAV method of accounting, rather than computing gain or loss on every taxable disposition of Fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your Fund shares during a computation period (such as your taxable year), reduced by your net investment |
(purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss. |
■ | Because of “noncash” expenses such as property depreciation, the cash flow of a REIT that owns properties will exceed its taxable income. The REIT, and in turn a Fund, may distribute this excess cash to shareholders. Such a distribution is classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | Dividends paid to shareholders from the Funds’ investments in U.S. REITs generally will not qualify for taxation at long-term capital gain rates applicable to qualified dividend income. |
■ | The Fund may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts. |
■ | Under the Tax Cuts and Jobs Act, “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the Fund to pass through the special character of “qualified REIT dividends” to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares. |
■ | The Fund’s foreign shareholders should see the SAI for a discussion of the risks and special tax consequences to them from a sale of a U.S. real property interest by a REIT in which the Fund invests. |
■ | Taxes, penalties, and interest associated with an audit of a partnership are generally required to be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of a partnership that a Fund invests in (including MLPs taxed as partnerships) could result in the Fund being required to pay federal income tax. A Fund may have little input in any audit asserted against a partnership and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if a partnership in which the Fund invests were to remain classified as a partnership (instead of as a corporation), it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such partnership, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act “qualified publicly traded partnership income” is treated as eligible for a 20% deduction by noncorporate taxpayers. The legislation does not contain a provision permitting a RIC, such as a Fund, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Fund to pass through the special character of “qualified publicly traded partnership income” to its shareholders. |
■ | Some amounts received by a Fund from the MLPs in which it invests likely will be treated as returns of capital to such Fund because of accelerated deductions available to the MLPs. The receipt of returns of capital from the MLPs in which a Fund invests could cause some or all of the Fund’s distributions to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Funds’ strategies of investing through their respective Subsidiary in derivatives and other financially linked instruments whose performance is expected to correspond to the commodity markets may cause the Funds to recognize more ordinary income and short-term capital gains taxable as ordinary income than would be the case if the Funds invested directly in commodities. |
■ | The Funds must meet certain requirements under the Code for favorable tax treatment as a RIC, including asset diversification and income requirements. The Funds intend to treat the income each derives from commodity-linked notes as qualifying income based on an opinion from counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. Further, each Fund anticipates that its respective Subsidiary will distribute the “Subpart F” income earned by such Subsidiary each year, which a Fund will treat as qualifying income. If, contrary to the opinion of counsel, the proposed regulations or other guidance issued by the IRS, the IRS were to determine such income is non-qualifying, a Fund might fail to satisfy the income requirement. In lieu of disqualification, the Funds are permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. |
■ | The Invesco Balanced-Risk Commodity Strategy Fund received a PLR from the IRS holding that income from a form of commodity-linked note is qualifying income. However, the IRS has revoked the ruling on a prospective basis, thus allowing the Fund to continue to rely on its private letter ruling to treat income from commodity-linked notes purchased on or before June 30, 2017 as qualifying income. After that time the Invesco Balanced-Risk Commodity Strategy Fund expects to rely on the opinion of counsel described above. |
■ | The Funds may realize gains from the sale or other disposition of foreign currencies (including but not limited to gains from options, futures or forward contracts) derived from investing in securities or foreign currencies. The U.S. Treasury Department is authorized to issue regulations on whether the realization of such foreign currency gains is qualified income for the Funds. If such regulations are issued, each Fund may not qualify as a RIC and/or the Fund may change its investment policy. As of the date of this prospectus, no regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. Additionally, the IRS has not issued any guidance on how to apply the asset diversification test to such foreign currency positions. Thus, the IRS’ determination as to how to treat such foreign currency positions for purposes of satisfying the asset diversification test might differ from that of each Fund resulting in the Fund’s failure to qualify as a RIC. In lieu of disqualification, each Fund is permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. |
■ | The Funds’ transactions in foreign currencies may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease the Funds' ordinary income distributions to you, and may cause some or all of the Funds' previously distributed income to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Fund intends to invest a significant portion of its assets in MLPs, which are generally treated as partnerships for U.S. federal income tax purposes. To the extent that the Fund invests in equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund will be required to take into account the Fund’s allocable share of the income, gains, losses, deductions, and credits recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders. |
■ | The Fund will recognize gain or loss on the sale, exchange or other taxable disposition of its portfolio assets, including equity securities of MLPs, equal to the difference between the amount realized by the Fund on the sale, exchange or other taxable disposition and the Fund’s adjusted tax basis in such assets. Any such gain will be subject to U.S. federal income tax at the corporate income tax rate, regardless of how long the Fund has held such assets since preferential capital gain rates do not apply to regular corporations such as the Fund. The amount realized by the Fund in any case generally will be the amount paid by the purchaser of the assets plus, in the case of MLP equity securities, the Fund’s allocable share, if any, of the MLP’s debt that will be allocated to the purchaser as a result of the sale, exchange or other taxable disposition. The Fund’s tax basis in its equity securities in an MLP generally is equal to the amount the Fund paid for the equity securities, (i) increased by the Fund’s allocable share of the MLP’s net taxable income and certain MLP debt, if any, and (ii) decreased by the Fund’s allocable share of the MLP’s net losses and any distributions received by the Fund from the MLP. Although any distribution by an MLP to the Fund in excess of the Fund’s allocable share of such MLP’s net taxable income may create a temporary economic benefit to the Fund, net of a deferred tax liability, such distribution will decrease the Fund’s tax basis in its MLP investment and will therefore increase the amount of gain (or decrease the amount of loss) that will be recognized on the sale of an equity security in the MLP by the Fund. To the extent that the Fund has a net capital loss in any year, the net capital loss can be carried back three taxable years and forward five taxable years to reduce the Fund’s capital gains in such years. In the |
■ | Distributions by the Fund of cash or property in respect of the shares (other than certain distributions in redemption of shares) will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Generally, the Fund’s earnings and profits are computed based upon the Fund’s taxable income (loss), with certain specified adjustments. Any such dividend likely will be eligible for the dividends-received deduction if received by an otherwise qualifying corporate U.S. shareholder that meets certain holding period and other requirements for the dividends-received deduction. Dividends paid by the Fund to certain non-corporate U.S. shareholders (including individuals), generally are eligible for U.S. federal income taxation at the rates generally applicable to long-term capital gains for individuals provided that the U.S. shareholder receiving the dividend satisfies applicable holding period and other requirements. Otherwise, dividends paid by the Fund to non-corporate U.S. Shareholders (including individuals) will be taxable at ordinary income rates. |
■ | If the amount of a Fund distribution exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax- deferred return of capital to the extent of, and in reduction of, a shareholder’s tax basis in the shares, and thereafter as capital gain to the extent the shareholder held the shares as a capital asset. Any such capital gain will be long-term capital gain if such shareholder has held the applicable shares for more than one year. The portion of the distribution received by a shareholder from the Fund that is treated as a return of capital will decrease the shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. |
■ | The Fund anticipates that the cash distributions it will receive with respect to its investments in equity securities of MLPs and which it will distribute to its shareholders will exceed the Fund’s current and accumulated earnings and profits. Accordingly, the Fund expects that only a part of its distributions to shareholders with respect to the shares will be treated as dividends for U.S. federal income tax purposes. No assurance, however, can be given in this regard. |
■ | Special rules may apply to the calculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculated using the straight-line depreciation method rather than the accelerated depreciation method. This difference in treatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxable income or loss in a particular year if the MLPs in which the Fund invests calculate their income using accelerated depreciation. Because of these special earnings profits rules, the Fund may make distributions in a particular year out of earnings and profits (treated as dividends) in excess of the amount of the Fund’s taxable income or loss for such year, which means that a larger percentage of the Fund ’s distributions could be taxable to shareholders as ordinary income instead of tax-deferred return of capital or capital gain. |
■ | Shareholders that receive distributions in shares rather than in cash will be treated for U.S. federal income tax purposes as having (i) received a cash distribution equal to the fair market value of the shares received and (ii) reinvested such amount in shares. |
■ | A redemption of shares will be treated as a sale or exchange of such shares, provided the redemption is not essentially equivalent to a dividend, is a substantially disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation of such Fund. Redemptions that do not qualify for sale or exchange treatment will be treated as distributions as described above. Upon a redemption treated as a sale or exchange under these rules, a shareholder generally will recognize capital gain or loss equal to the difference between the adjusted tax basis of his or her shares and the amount received when they are sold. |
■ | If the Fund is required to sell portfolio securities to meet redemption requests, the Fund may recognize income and gains for U.S. federal, state and local income and other tax purposes, which may result in the imposition of corporate income or other taxes on the Fund and may increase the Fund’s current and accumulated earnings and profits, which will result in a greater portion of distributions to Fund shareholders being treated as dividends. Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the IRS. Cost basis will be calculated using the Fund’s default method of first-in, first-out (FIFO), unless you instruct the Fund to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. |
■ | A 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on |
proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). 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. |
■ | Recent legislation (which by its terms became effective for taxable years beginning after December 31, 2017) generally requires that taxes, penalties, and interest associated with an audit of a partnership be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of an MLP taxed as a partnership that the Fund invests in could result in the Fund being required to pay federal income tax. The Fund may have little input in any audit asserted against an MLP and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if an MLP in which the Fund invests were to remain classified as a partnership, it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such MLP, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act certain “qualified publicly traded partnership income” (e.g., certain income from certain of the MLPs in which the Fund invests) is treated as eligible for a 20% deduction by noncorporate taxpayers. The Tax Cuts and Jobs Act does not contain a provision permitting an entity, such as the Fund, to benefit from this deduction (since the Fund is taxed as a “C” corporation) or pass the special character of this income through to its shareholders. Qualified publicly traded partnership income allocated to a noncorporate investor investing directly in an MLP might, however, be eligible for the deduction. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Charter Fund
SEC 1940 Act file number: 811-01424 |
invesco.com/us | CHT-PRO-1 |
Prospectus | February 28, 2019 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | |||||
Class: | A | C | R | Y | Investor |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50% | None | None | None | None |
... | |||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None 1 | 1.00% | None | None | None |
... |
1 | A contingent deferred sales charge may apply in some cases. See “Shareholder Account Information-Contingent Deferred Sales Charges (CDSCs).” |
2 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2020. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class A | $628 | $796 | $979 | $1,507 |
... | ||||
Class C | $259 | $495 | $854 | $1,867 |
... | ||||
Class R | $108 | $339 | $589 | $1,305 |
... | ||||
Class Y | $ 57 | $182 | $317 | $ 713 |
... | ||||
Investor Class | $ 78 | $245 | $427 | $ 953 |
... |
1 Year | 3 Years | 5 Years | 10 Years | |
Class A | $628 | $796 | $979 | $1,507 |
... | ||||
Class C | $159 | $495 | $854 | $1,867 |
... | ||||
Class R | $108 | $339 | $589 | $1,305 |
... | ||||
Class Y | $ 57 | $182 | $317 | $ 713 |
... | ||||
Investor Class | $ 78 | $245 | $427 | $ 953 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class A shares: Inception (12/31/2001) | |||
Return Before Taxes | -12.83% | 4.20% | 10.19% |
Return After Taxes on Distributions | -14.27 | 3.07 | 9.36 |
Return After Taxes on Distributions and Sale of Fund Shares | -6.48 | 3.23 | 8.38 |
... | |||
Class C shares: Inception (12/31/2001) | -9.35 | 4.59 | 9.98 |
... | |||
Class R shares: Inception (10/25/2005) | -8.02 | 5.12 | 10.56 |
... | |||
Class Y shares: Inception (10/3/2008) | -7.53 | 5.65 | 11.09 |
... | |||
Investor Class shares: Inception (7/15/2005) | -7.75 | 5.43 | 10.85 |
... | |||
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes) | -8.27 | 5.95 | 11.18 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Large-Cap Value Funds Index | -7.58 | 5.95 | 11.03 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Meggan Walsh | Portfolio Manager (lead) | 2002 |
... | ||
Robert Botard | Portfolio Manager | 2014 |
... | ||
Kristina Bradshaw | Portfolio Manager | 2014 |
... | ||
Chris McMeans | Portfolio Manager | 2016 |
... |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments
Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
... | ||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
... | ||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
... | ||
All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
... | ||
IRAs and Coverdell ESAs | 250 | 25 |
... | ||
All other accounts | 1,000 | 50 |
... |
■ | Meggan Walsh (lead manager), Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1991. |
■ | Robert Botard, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 1993. |
■ | Kristina Bradshaw, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2006. |
■ | Chris McMeans, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2008. |
Net
asset
value, beginning of period |
Net
investment income (a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $20.18 | $0.44 | $(0.49) | $(0.05) | $(0.43) | $(0.15) | $(0.58) | $19.55 | (0.28)% | $4,979,893 | 0.79% (d) | 0.80% (d) | 2.17% (d) | 10% |
Year ended 10/31/17 | 18.83 | 0.37 | 1.79 | 2.16 | (0.34) | (0.47) | (0.81) | 20.18 | 11.65 | 6,029,664 | 0.80 | 0.82 | 1.85 | 8 |
Year ended 10/31/16 | 18.78 | 0.33 | 0.76 | 1.09 | (0.31) | (0.73) | (1.04) | 18.83 | 6.27 | 5,985,548 | 0.80 | 0.82 | 1.79 | 11 |
Year ended 10/31/15 | 18.17 | 0.30 | 0.95 | 1.25 | (0.28) | (0.36) | (0.64) | 18.78 | 7.09 | 4,715,635 | 0.82 | 0.83 | 1.63 | 11 |
Year ended 10/31/14 | 16.52 | 0.28 | 1.78 | 2.06 | (0.25) | (0.16) | (0.41) | 18.17 | 12.68 | 4,206,935 | 0.83 | 0.84 | 1.59 | 6 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 19.94 | 0.07 | 1.05 | 1.12 | (0.09) | (0.15) | (0.24) | 20.82 | 5.70 | — | 1.54 (d)(f) | 1.55 (d)(f) | 1.42 (d)(f) | 10 |
Year ended 10/31/17 | 18.61 | 0.21 | 1.78 | 1.99 | (0.19) | (0.47) | (0.66) | 19.94 | 10.83 | 9,092 | 1.55 | 1.57 | 1.10 | 8 |
Year ended 10/31/16 | 18.58 | 0.19 | 0.74 | 0.93 | (0.17) | (0.73) | (0.90) | 18.61 | 5.41 | 16,309 | 1.55 | 1.57 | 1.04 | 11 |
Year ended 10/31/15 | 17.97 | 0.16 | 0.95 | 1.11 | (0.14) | (0.36) | (0.50) | 18.58 | 6.35 | 22,845 | 1.57 | 1.58 | 0.88 | 11 |
Year ended 10/31/14 | 16.35 | 0.14 | 1.76 | 1.90 | (0.12) | (0.16) | (0.28) | 17.97 | 11.77 | 29,691 | 1.58 | 1.59 | 0.84 | 6 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 19.92 | 0.28 | (0.47) | (0.19) | (0.28) | (0.15) | (0.43) | 19.30 | (1.01) | 634,394 | 1.54 (d) | 1.55 (d) | 1.42 (d) | 10 |
Year ended 10/31/17 | 18.59 | 0.21 | 1.77 | 1.98 | (0.18) | (0.47) | (0.65) | 19.92 | 10.84 | 840,125 | 1.55 | 1.57 | 1.10 | 8 |
Year ended 10/31/16 | 18.56 | 0.19 | 0.74 | 0.93 | (0.17) | (0.73) | (0.90) | 18.59 | 5.41 | 778,829 | 1.55 | 1.57 | 1.04 | 11 |
Year ended 10/31/15 | 17.95 | 0.16 | 0.95 | 1.11 | (0.14) | (0.36) | (0.50) | 18.56 | 6.36 | 440,482 | 1.57 | 1.58 | 0.88 | 11 |
Year ended 10/31/14 | 16.33 | 0.14 | 1.76 | 1.90 | (0.12) | (0.16) | (0.28) | 17.95 | 11.79 | 348,340 | 1.58 | 1.59 | 0.84 | 6 |
... | ||||||||||||||
Class R | ||||||||||||||
Year ended 10/31/18 | 20.24 | 0.39 | (0.49) | (0.10) | (0.38) | (0.15) | (0.53) | 19.61 | (0.52) | 306,070 | 1.04 (d) | 1.05 (d) | 1.92 (d) | 10 |
Year ended 10/31/17 | 18.88 | 0.32 | 1.80 | 2.12 | (0.29) | (0.47) | (0.76) | 20.24 | 11.40 | 358,418 | 1.05 | 1.07 | 1.60 | 8 |
Year ended 10/31/16 | 18.84 | 0.28 | 0.75 | 1.03 | (0.26) | (0.73) | (0.99) | 18.88 | 5.93 | 237,638 | 1.05 | 1.07 | 1.54 | 11 |
Year ended 10/31/15 | 18.22 | 0.26 | 0.96 | 1.22 | (0.24) | (0.36) | (0.60) | 18.84 | 6.87 | 204,956 | 1.07 | 1.08 | 1.38 | 11 |
Year ended 10/31/14 | 16.57 | 0.23 | 1.79 | 2.02 | (0.21) | (0.16) | (0.37) | 18.22 | 12.36 | 138,078 | 1.08 | 1.09 | 1.34 | 6 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 20.20 | 0.49 | (0.49) | 0.00 | (0.48) | (0.15) | (0.63) | 19.57 | (0.03) | 2,844,688 | 0.54 (d) | 0.55 (d) | 2.42 (d) | 10 |
Year ended 10/31/17 | 18.85 | 0.42 | 1.79 | 2.21 | (0.39) | (0.47) | (0.86) | 20.20 | 11.93 | 4,278,325 | 0.55 | 0.57 | 2.10 | 8 |
Year ended 10/31/16 | 18.80 | 0.38 | 0.75 | 1.13 | (0.35) | (0.73) | (1.08) | 18.85 | 6.53 | 3,670,662 | 0.55 | 0.57 | 2.04 | 11 |
Year ended 10/31/15 | 18.19 | 0.35 | 0.95 | 1.30 | (0.33) | (0.36) | (0.69) | 18.80 | 7.36 | 1,183,312 | 0.57 | 0.58 | 1.88 | 11 |
Year ended 10/31/14 | 16.54 | 0.32 | 1.79 | 2.11 | (0.30) | (0.16) | (0.46) | 18.19 | 12.95 | 841,750 | 0.58 | 0.59 | 1.84 | 6 |
... | ||||||||||||||
Investor Class | ||||||||||||||
Year ended 10/31/18 | 20.16 | 0.45 | (0.48) | (0.03) | (0.44) | (0.15) | (0.59) | 19.54 | (0.19) (g) | 1,815,421 | 0.74 (d)(g) | 0.75 (d)(g) | 2.22 (d)(g) | 10 |
Year ended 10/31/17 | 18.81 | 0.37 | 1.79 | 2.16 | (0.34) | (0.47) | (0.81) | 20.16 | 11.69 (g) | 2,113,750 | 0.75 (g) | 0.77 (g) | 1.90 (g) | 8 |
Year ended 10/31/16 | 18.77 | 0.33 | 0.76 | 1.09 | (0.32) | (0.73) | (1.05) | 18.81 | 6.29 (g) | 2,114,404 | 0.76 (g) | 0.78 (g) | 1.83 (g) | 11 |
Year ended 10/31/15 | 18.16 | 0.31 | 0.96 | 1.27 | (0.30) | (0.36) | (0.66) | 18.77 | 7.16 (g) | 2,002,938 | 0.80 (g) | 0.81 (g) | 1.65 (g) | 11 |
Year ended 10/31/14 | 16.51 | 0.29 | 1.78 | 2.07 | (0.26) | (0.16) | (0.42) | 18.16 | 12.70 (g) | 1,972,400 | 0.76 (g) | 0.77 (g) | 1.66 (g) | 6 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 20.18 | 0.50 | (0.49) | 0.01 | (0.49) | (0.15) | (0.64) | 19.55 | 0.02 | 3,715,586 | 0.50 (d) | 0.51 (d) | 2.46 (d) | 10 |
Year ended 10/31/17 | 18.83 | 0.43 | 1.79 | 2.22 | (0.40) | (0.47) | (0.87) | 20.18 | 11.99 | 3,845,848 | 0.49 | 0.51 | 2.16 | 8 |
Year ended 10/31/16 | 18.78 | 0.39 | 0.76 | 1.15 | (0.37) | (0.73) | (1.10) | 18.83 | 6.59 | 3,410,571 | 0.50 | 0.52 | 2.09 | 11 |
Year ended 10/31/15 | 18.17 | 0.36 | 0.95 | 1.31 | (0.34) | (0.36) | (0.70) | 18.78 | 7.41 | 2,385,096 | 0.53 | 0.54 | 1.92 | 11 |
Year ended 10/31/14 | 16.52 | 0.33 | 1.78 | 2.11 | (0.30) | (0.16) | (0.46) | 18.17 | 12.99 | 1,947,461 | 0.54 | 0.55 | 1.88 | 6 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 20.19 | 0.51 | (0.49) | 0.02 | (0.51) | (0.15) | (0.66) | 19.55 | 0.07 | 5,905,494 | 0.40 (d) | 0.41 (d) | 2.56 (d) | 10 |
Year ended 10/31/17 | 18.83 | 0.45 | 1.79 | 2.24 | (0.41) | (0.47) | (0.88) | 20.19 | 12.15 | 6,344,022 | 0.39 | 0.41 | 2.26 | 8 |
Year ended 10/31/16 | 18.79 | 0.41 | 0.74 | 1.15 | (0.38) | (0.73) | (1.11) | 18.83 | 6.63 | 2,620,298 | 0.40 | 0.42 | 2.19 | 11 |
Year ended 10/31/15 | 18.17 | 0.37 | 0.97 | 1.34 | (0.36) | (0.36) | (0.72) | 18.79 | 7.57 | 849,176 | 0.43 | 0.44 | 2.02 | 11 |
Year ended 10/31/14 | 16.52 | 0.35 | 1.78 | 2.13 | (0.32) | (0.16) | (0.48) | 18.17 | 13.10 | 937,485 | 0.44 | 0.45 | 1.98 | 6 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $5,613,083, $8,359, $751,406, $342,749, $3,606,831, $1,970,427, $3,969,096 and $6,568,713 for Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (date of conversion). |
(f) | Annualized. |
(g) | The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.20%, 0.20%, 0.21%, 0.23% and 0.18% for the years ended October 31, 2018, 2017, 2016, 2015 and 2014, 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; |
■ | The Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; |
■ | Hypotheticals both with and without any applicable initial sales charge applied; and |
■ | There is no sales charge on reinvested dividends. |
Class A (Includes Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.81% | 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 | (1.54%) | 2.58% | 6.86% | 11.33% | 15.98% | 20.83% | 25.88% | 31.14% | 36.63% | 42.34% |
End of Year Balance | $9,845.96 | $10,257.52 | $10,686.28 | $11,132.97 | $11,598.32 | $12,083.13 | $12,588.21 | $13,114.40 | $13,662.58 | $14,233.67 |
Estimated Annual Expenses | $ 628.15 | $ 82.42 | $ 85.87 | $ 89.46 | $ 93.20 | $ 97.09 | $ 101.15 | $ 105.38 | $ 109.79 | $ 114.37 |
... |
Class A (Without Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.81% | 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 | 4.19% | 8.55% | 13.08% | 17.81% | 22.73% | 27.86% | 33.21% | 38.78% | 44.58% | 50.62% |
End of Year Balance | $10,419.00 | $10,854.51 | $11,308.23 | $11,780.92 | $12,273.36 | $12,786.39 | $13,320.86 | $13,877.67 | $14,457.76 | $15,062.09 |
Estimated Annual Expenses | $ 82.70 | $ 87.22 | $ 90.87 | $ 94.67 | $ 98.62 | $ 102.74 | $ 107.04 | $ 111.51 | $ 116.18 | $ 121.03 |
... |
Class C 2 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.56% | 1.57% | 1.57% | 1.57% | 1.57% | 1.57% | 1.57% | 1.57% | 1.57% | 1.57% |
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 | 3.44% | 6.99% | 10.66% | 14.45% | 18.38% | 22.44% | 26.64% | 30.98% | 35.48% | 40.12% |
End of Year Balance | $10,344.00 | $10,698.80 | $11,065.77 | $11,445.32 | $11,837.90 | $12,243.94 | $12,663.91 | $13,098.28 | $13,547.55 | $14,012.23 |
Estimated Annual Expenses | $ 158.68 | $ 165.19 | $ 170.85 | $ 176.71 | $ 182.77 | $ 189.04 | $ 195.53 | $ 202.23 | $ 209.17 | $ 216.34 |
... |
Class R | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.06% | 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 | 3.94% | 8.02% | 12.27% | 16.68% | 21.27% | 26.03% | 30.99% | 36.13% | 41.48% | 47.05% |
End of Year Balance | $10,394.00 | $10,802.48 | $11,227.02 | $11,668.24 | $12,126.81 | $12,603.39 | $13,098.70 | $13,613.48 | $14,148.49 | $14,704.53 |
Estimated Annual Expenses | $ 108.09 | $ 113.40 | $ 117.86 | $ 122.49 | $ 127.30 | $ 132.31 | $ 137.51 | $ 142.91 | $ 148.53 | $ 154.36 |
... |
Class Y | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.56% | 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 | 4.44% | 9.07% | 13.90% | 18.94% | 24.21% | 29.72% | 35.46% | 41.46% | 47.73% | 54.27% |
End of Year Balance | $10,444.00 | $10,906.67 | $11,389.83 | $11,894.40 | $12,421.33 | $12,971.59 | $13,546.23 | $14,146.33 | $14,773.01 | $15,427.46 |
Estimated Annual Expenses | $ 57.24 | $ 60.85 | $ 63.55 | $ 66.36 | $ 69.30 | $ 72.37 | $ 75.58 | $ 78.92 | $ 82.42 | $ 86.07 |
... |
Investor 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 | 0.76% | 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 | 4.24% | 8.65% | 13.25% | 18.04% | 23.03% | 28.23% | 33.66% | 39.31% | 45.20% | 51.35% |
End of Year Balance | $10,424.00 | $10,864.94 | $11,324.52 | $11,803.55 | $12,302.84 | $12,823.25 | $13,365.67 | $13,931.04 | $14,520.32 | $15,134.53 |
Estimated Annual Expenses | $ 77.61 | $ 81.96 | $ 85.43 | $ 89.04 | $ 92.81 | $ 96.74 | $ 100.83 | $ 105.09 | $ 109.54 | $ 114.17 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
2 | The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in year one for Class C has not been deducted. |
■ | Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
■ | Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
■ | Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
■ | Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
Share Classes | |||
Class A | Class C | Class R | Class Y |
■ Initial sales charge which may be waived or reduced 1 | ■ No initial sales charge | ■ No initial sales charge | ■ No initial sales charge |
■ CDSC on certain redemptions 1 | ■ CDSC on redemptions within one year 3 | ■ No CDSC | ■ No CDSC |
■ 12b-1 fee of up to 0.25% 2 | ■ 12b-1 fee of up to 1.00% 4 | ■ 12b-1 fee of up to 0.50% | ■ No 12b-1 fee |
■ Investors may only open an account to purchase Class C shares if they have appointed a financial intermediary. This restriction does not apply to Employer Sponsored Retirement and Benefit Plans. | ■ Does not convert to Class A shares | ■ Does not convert to Class A shares | |
■ Purchase maximums apply | ■ Intended for Employer Sponsored Retirement and Benefit Plans |
1 | Invesco Conservative Income Fund does not have initial sales charges or CDSCs on redemptions. |
2 | Class A2 shares of Invesco Limited Term Municipal Income Fund and Investor Class shares of Invesco Government Money Market Fund, Invesco Tax-Exempt Cash Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio do not have a 12b-1 fee; Invesco Short Term Bond Fund Class A shares and Invesco Short Duration Inflation Protected Fund Class A2 shares have a 12b-1 fee of 0.15%; and Invesco Tax-Exempt Cash Fund and Invesco Conservative Income Fund Class A shares have a 12b-1 fee of 0.10%. |
3 | CDSC does not apply to redemption of Class C shares of Invesco Short Term Bond Fund unless you received Class C shares of Invesco Short Term Bond Fund through an exchange from Class C shares from another Invesco Fund that is still subject to a CDSC. |
4 | The 12b-1 fee for Class C shares of certain Funds is less than 1.00%. The “Fees and Expenses of the Fund—Annual Fund Operating Expenses” section of this prospectus reflects the actual 12b-1 fees paid by a Fund. |
■ | Investor Class shares: Invesco Diversified Dividend Fund, Invesco Dividend Income Fund, Invesco Energy Fund, Invesco European Growth Fund, Invesco Gold & Precious Metals Fund, Invesco Health Care Fund, Invesco High Yield Fund, Invesco Income Fund, Invesco International Core Equity Fund, Invesco Low Volatility Equity Yield Fund, Invesco Government Money Market Fund, Invesco Municipal Income Fund, Invesco Real Estate Fund, |
Invesco Small Cap Growth Fund, Invesco Tax-Exempt Cash Fund, Invesco Technology Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio. |
■ | Class A2 shares: Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund; |
■ | Class AX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class CX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class RX shares: Invesco Balanced-Risk Retirement Funds; |
■ | Class P shares: Invesco Summit Fund; |
■ | Class S shares: Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund; and |
■ | Invesco Cash Reserve Shares: Invesco Government Money Market Fund. |
■ | Investors who established accounts prior to April 1, 2002, in Investor Class shares with Invesco Distributors, Inc. (Invesco Distributors) who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons) without a designated intermediary. These investors are referred to as “Investor Class grandfathered investors.” |
■ | Customers of a financial intermediary that has had an agreement with the Funds’ distributor or any Funds that offered Investor Class shares prior to April 1, 2002, that has continuously maintained such agreement. These intermediaries are referred to as “Investor Class grandfathered intermediaries.” |
■ | Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Invesco Limited Term Municipal Income Fund, Class A2 shares. |
■ | Invesco Government Money Market Fund, Investor Class shares. |
■ | Invesco Tax-Exempt Cash Fund, Investor Class shares. |
■ | Invesco Premier Portfolio, Investor Class shares. |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares. |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares. |
■ | All Funds, Class Y shares |
■ | Class A shares: 0.25% |
■ | Class C shares: 1.00% |
■ | Class P shares: 0.10% |
■ | Class R shares: 0.50% |
■ | Class S shares: 0.15% |
■ | Invesco Cash Reserve Shares: 0.15% |
■ | Investor Class shares: 0.25% |
Category I Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 50,000 | 5.50% | 5.82% |
... | |||
$50,000 but less than | $ 100,000 | 4.50 | 4.71 |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.75 | 2.83 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category II Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 4.25% | 4.44% |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.50 | 2.56 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category III Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 1.00% | 1.01% |
... | |||
$100,000 but less than | $ 250,000 | 0.75 | 0.76 |
... | |||
$250,000 but less than | $1,000,000 | 0.50 | 0.50 |
... |
Category IV Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $100,000 | 2.50% | 2.56% |
... | |||
$100,000 but less than | $250,000 | 1.75 | 1.78 |
... | |||
$250,000 but less than | $500,000 | 1.25 | 1.27 |
... |
■ | Investors who purchase shares through a fee-based advisory account with an approved financial intermediary. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account. |
■ | Employer Sponsored Retirement and Benefit Plans maintained on retirement platforms or by the Funds’ transfer agent or its affiliates: |
■ | with assets of at least $1 million; or |
■ | with at least 100 employees eligible to participate in the plan; or |
■ | that execute plan level or multiple-plan level transactions through a single omnibus account per Fund. |
■ | Any investor who purchases his or her shares with the proceeds of an in kind rollover, transfer or distribution from a Retirement and Benefit Plan where the account being funded by such rollover is to be maintained by the same financial intermediary, trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof. |
■ | Investors who own Investor Class shares of a Fund, who purchase Class A shares of a different Fund through the same account in which the Investor Class Shares were first purchased. |
■ | Funds of funds or other pooled investment vehicles. |
■ | Insurance company separate accounts (except for Invesco Tax-Exempt Cash Fund). |
■ | Any current or retired trustee, director, officer or employee of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Any registered representative or employee of any financial intermediary who has an agreement with Invesco Distributors to sell shares of the Invesco Funds (this includes any members of his or her immediate family). |
■ | Any investor purchasing shares through a financial intermediary that has a written arrangement with the Funds’ distributor in which the Funds’ distributor has agreed to participate in a no transaction fee program in which the financial intermediary will make Class A shares available without the imposition of a sales charge. |
■ | reinvesting dividends and distributions; |
■ | exchanging shares of one Fund that were previously assessed a sales charge for shares of another Fund; |
■ | purchasing shares in connection with the repayment of an Employer Sponsored Retirement and Benefit Plan loan administered by the Funds’ transfer agent; and |
■ | purchasing Class A shares with proceeds from the redemption of Class C, Class R or Class Y shares where the redemption and purchase are |
effectuated on the same business day due to the distribution of a Retirement and Benefit Plan maintained by the Funds’ transfer agent or one of its affiliates. |
■ | Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan; |
■ | Shares purchased by or through a 529 Plan; |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program; |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform; |
■ | Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable); |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family); |
■ | Shares converted from Class C ( i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date; |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members; |
■ | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | CDSC Waivers on A and C Shares available at Merrill Lynch |
■ | Death or disability of the shareholder; |
■ | Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus; |
■ | Return of excess contributions from an IRA Account; |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 ; |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch; |
■ | Shares acquired through a right of reinstatement; and |
■ | Shares held in retirement brokerage accounts, that are converted to a lower cost share class due to transfer to a fee based account or platform (applicable to A and C shares only). |
■ | Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent |
■ | Breakpoints as described in this prospectus; |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets; and |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable). |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
■ | Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family). |
■ | Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges. |
■ | Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
■ | Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement). |
■ | Automatic Exchange of Class C shares |
■ | Class C shares will automatically exchange to Class A shares in the month of the 10-year anniversary of the purchase date. |
■ | Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans; |
■ | Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules; |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund; |
■ | Shares purchased through a Morgan Stanley self-directed brokerage account; |
■ | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
■ | Front-end sales load waivers on Class A shares available at Raymond James |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family). |
■ | Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
■ | CDSC Waivers on Classes A and C shares available at Raymond James |
■ | Death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
■ | Return of excess contributions from an IRA Account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 as described in the fund’s prospectus. |
■ | Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
■ | Shares acquired through a right of reinstatement. |
■ | Front-end load discounts available at Raymond James: breakpoints, and/or rights of accumulation |
■ | Breakpoints as described in this prospectus. |
■ | Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets. |
1. | an individual account owner; |
2. | immediate family of the individual account owner (which includes the individual’s spouse or domestic partner; the individual’s children, step-children or grandchildren; the spouse or domestic partner of the individual’s children, step-children or grandchildren; the individual’s parents and step-parents; the parents or step-parents of the individual’s spouse or domestic partner; the individual’s grandparents; and the individual’s siblings); |
3. | a Retirement and Benefit Plan so long as the plan is established exclusively for the benefit of an individual account owner; and |
4. | a Coverdell Education Savings Account (Coverdell ESA), maintained pursuant to Section 530 of the Code (in either case, the account must be established by an individual account owner or have an individual account owner named as the beneficiary thereof). |
a) | the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the Invesco Funds will not accept separate contributions submitted with respect to individual participants); |
b) | each transmittal is accompanied by checks or wire transfers; and |
c) | if the Invesco Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies Invesco Distributors or its designee in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal. |
■ | If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period. |
■ | If you redeem shares to pay account fees. |
■ | If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. |
■ | Class C shares of Invesco Short Term Bond Fund. |
■ | Class A shares of Invesco Tax-Exempt Cash Fund. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund. |
■ | Invesco Cash Reserve Shares of Invesco Government Money Market Fund. |
■ | Investor Class shares of any Fund. |
■ | Class P shares of Invesco Summit Fund. |
■ | Class S shares of Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund. |
■ | Class Y shares of any Fund. |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
... | ||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
... | ||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
... | ||
All other accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
... | ||
IRAs and Coverdell ESAs | 250 | 25 |
... | ||
All other accounts | 1,000 | 50 |
... |
Opening An Account | Adding To An Account | |
Through a Financial Adviser | Contact your financial adviser. | Contact your financial adviser. |
By Mail |
Mail
completed account application and check to the Funds’ transfer agent,
Invesco Investment Services, Inc. P.O. Box 219078, Kansas City, MO 64121-9078. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
Mail your check and the remittance slip from your confirmation statement to the Funds’ transfer agent. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
By Wire | Mail completed account application to the Funds’ transfer agent. Call the Funds’ transfer agent at (800) 959-4246 to receive a reference number. Then, use the wire instructions provided below. | Call the Funds’ transfer agent to receive a reference number. Then, use the wire instructions provided below. |
Wire Instructions |
Beneficiary
Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639 Beneficiary Account Name: Invesco Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account # |
|
By Telephone | Open your account using one of the methods described above. | Select the Bank Account Information option on your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the Funds’ transfer agent. Once the Funds’ transfer agent has received the form, call the Funds’ transfer agent at the number below to place your purchase order. |
Automated Investor Line | Open your account using one of the methods described above. | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. |
By Internet | Open your account using one of the methods described above. | Access your account at www.invesco.com/us. The proper bank instructions must have been provided on your account. You may not purchase shares in Retirement and Benefit Plans on the internet. |
... |
■ | Your account balance in the Fund paying the dividend or distribution must be at least $5,000; and |
■ | Your account balance in the Fund receiving the dividend or distribution must be at least $500. |
How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. |
By Mail | Send a written request to the Funds’ transfer agent which includes: |
■
Original signatures of all registered owners/trustees;
■ The dollar value or number of shares that you wish to redeem; ■ The name of the Fund(s) and your account number; ■ The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and |
|
■
Signature guarantees, if necessary (see below).
The Funds’ transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from a Retirement and Benefit Plan, you must complete the appropriate distribution form. |
|
By Telephone |
Call
the Funds’ transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:
■ Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 15 days) or transferred electronically to a pre-authorized checking account; ■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have not previously declined the telephone redemption privilege. |
You may, in limited circumstances, initiate a redemption from an Invesco IRA by telephone. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. | |
Automated Investor Line | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested. |
By Internet |
Place
your redemption request at www.invesco.com/us. You will be allowed to redeem by Internet if:
■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have already provided proper bank information. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. |
... |
■ | Invesco Government Money Market Fund, Invesco Cash Reserve Shares, Class AX shares, Class Y shares and Investor Class shares |
■ | Invesco Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares |
■ | Invesco Premier Portfolio, Investor Class shares |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares |
■ | When your redemption proceeds exceed $250,000 per Fund. |
■ | When you request that redemption proceeds be paid to someone other than the registered owner of the account. |
■ | When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account. |
■ | When you request that redemption proceeds be sent to a new address or an address that changed in the last 15 days. |
Exchange From | Exchange To |
Invesco Cash Reserve Shares | Class A, C, R, Investor Class |
... | |
Class A | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class A2 | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class AX | Class A, AX, Investor Class, Invesco Cash Reserve Shares |
... | |
Investor Class | Class A, Investor Class |
... | |
Class P | Class A, Invesco Cash Reserve Shares |
... | |
Class S | Class A, S, Invesco Cash Reserve Shares |
... |
Exchange From | Exchange To |
Class C | Class C |
... | |
Class CX | Class C, CX |
... | |
Class R | Class R |
... | |
Class RX | Class R, RX |
... | |
Class Y | Class Y |
... |
■ | Investor Class shares cannot be exchanged for Class A shares of any Fund which offers Investor Class shares. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund cannot be exchanged for Class A shares of those Funds. |
■ | Invesco Cash Reserve Shares cannot be exchanged for Class C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund. |
■ | All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans. |
■ | Conversions into Class A from Class A2 of the same Fund. |
■ | Conversions into Class A2, Class AX, Class CX, Class P, Class RX or Class S of the same Fund. |
■ | Reject or cancel all or any part of any purchase or exchange order. |
■ | Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund. |
■ | Reject or cancel any request to establish a Systematic Purchase Plan or Systematic Redemption Plan. |
■ | Modify or terminate any sales charge waivers or exceptions. |
■ | Suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Trade activity monitoring. |
■ | Discretion to reject orders. |
■ | Purchase blocking. |
■ | The use of fair value pricing consistent with procedures approved by the Board. |
■ | The money market funds are offered to investors as cash management vehicles; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds. |
■ | With respect to the money market funds maintaining a constant net asset value, the money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, the money market funds are not subject to price arbitrage opportunities. |
■ | With respect to the money market funds maintaining a constant net asset value, because such Funds seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Funds upon redemption than other mutual funds. |
■ | A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a Fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate. |
■ | Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares. |
■ | A portion of income dividends paid by a Fund to you may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates. |
■ | The use of derivatives by a Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the Internal Revenue Service (IRS). Cost basis will be calculated using the Fund’s default method of average cost, unless you instruct the Fund to use a different calculation method. As a service to you, the Fund will continue to provide to you (but not the IRS) cost basis information for shares acquired before 2012, when available, using the average cost method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.Invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be |
subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. | |
■ | 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. |
■ | 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. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
■ | If a Fund invests in an underlying fund taxed as a RIC, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for noncorporate shareholders, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends-received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
■ | A Fund does not anticipate realizing any long-term capital gains. |
■ | If a Fund, other than Invesco Premier Tax-Exempt Portfolio, expects to maintain a stable net asset value of $1.00 per share, investors should not have any gain or loss on sale or exchange of Fund shares (unless the investor incurs a liquidity fee on such sale or exchange). See “Liquidity Fees and Redemption Gates.” |
■ | Invesco Premier Tax-Exempt Portfolio rounds its current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on sale or exchange of shares of the Fund calculated by subtracting your cost basis from the gross proceeds received from the sale or exchange. |
■ | There is some degree of uncertainty with respect to the tax treatment of liquidity fees received by a Fund, and such tax treatment may be the subject of future IRS guidance. If a Fund receives liquidity fees, it will consider the appropriate tax treatment of such fees to the Fund at such time. |
■ | Regarding Invesco Premier Tax-Exempt Portfolio, because the Fund is not expected to maintain a stable share price, a sale or exchange of Fund shares may result in a capital gain or loss for you. Unless you choose to adopt a simplified “NAV method” of accounting (described below), any capital gain or loss on the sale or exchange of Fund shares (as noted above) generally will be treated either as short-term if you held your Fund shares for one year or less, or long-term if you held your Fund shares longer. If you elect to adopt the NAV method of accounting, rather than computing gain or loss on every taxable disposition of Fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your Fund shares during a computation period (such as your taxable year), reduced by your net investment |
(purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss. |
■ | Because of “noncash” expenses such as property depreciation, the cash flow of a REIT that owns properties will exceed its taxable income. The REIT, and in turn a Fund, may distribute this excess cash to shareholders. Such a distribution is classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | Dividends paid to shareholders from the Funds’ investments in U.S. REITs generally will not qualify for taxation at long-term capital gain rates applicable to qualified dividend income. |
■ | The Fund may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts. |
■ | Under the Tax Cuts and Jobs Act, “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the Fund to pass through the special character of “qualified REIT dividends” to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares. |
■ | The Fund’s foreign shareholders should see the SAI for a discussion of the risks and special tax consequences to them from a sale of a U.S. real property interest by a REIT in which the Fund invests. |
■ | Taxes, penalties, and interest associated with an audit of a partnership are generally required to be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of a partnership that a Fund invests in (including MLPs taxed as partnerships) could result in the Fund being required to pay federal income tax. A Fund may have little input in any audit asserted against a partnership and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if a partnership in which the Fund invests were to remain classified as a partnership (instead of as a corporation), it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such partnership, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act “qualified publicly traded partnership income” is treated as eligible for a 20% deduction by noncorporate taxpayers. The legislation does not contain a provision permitting a RIC, such as a Fund, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Fund to pass through the special character of “qualified publicly traded partnership income” to its shareholders. |
■ | Some amounts received by a Fund from the MLPs in which it invests likely will be treated as returns of capital to such Fund because of accelerated deductions available to the MLPs. The receipt of returns of capital from the MLPs in which a Fund invests could cause some or all of the Fund’s distributions to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Funds’ strategies of investing through their respective Subsidiary in derivatives and other financially linked instruments whose performance is expected to correspond to the commodity markets may cause the Funds to recognize more ordinary income and short-term capital gains taxable as ordinary income than would be the case if the Funds invested directly in commodities. |
■ | The Funds must meet certain requirements under the Code for favorable tax treatment as a RIC, including asset diversification and income requirements. The Funds intend to treat the income each derives from commodity-linked notes as qualifying income based on an opinion from counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. Further, each Fund anticipates that its respective Subsidiary will distribute the “Subpart F” income earned by such Subsidiary each year, which a Fund will treat as qualifying income. If, contrary to the opinion of counsel, the proposed regulations or other guidance issued by the IRS, the IRS were to determine such income is non-qualifying, a Fund might fail to satisfy the income requirement. In lieu of disqualification, the Funds are permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. |
■ | The Invesco Balanced-Risk Commodity Strategy Fund received a PLR from the IRS holding that income from a form of commodity-linked note is qualifying income. However, the IRS has revoked the ruling on a prospective basis, thus allowing the Fund to continue to rely on its private letter ruling to treat income from commodity-linked notes purchased on or before June 30, 2017 as qualifying income. After that time the Invesco Balanced-Risk Commodity Strategy Fund expects to rely on the opinion of counsel described above. |
■ | The Funds may realize gains from the sale or other disposition of foreign currencies (including but not limited to gains from options, futures or forward contracts) derived from investing in securities or foreign currencies. The U.S. Treasury Department is authorized to issue regulations on whether the realization of such foreign currency gains is qualified income for the Funds. If such regulations are issued, each Fund may not qualify as a RIC and/or the Fund may change its investment policy. As of the date of this prospectus, no regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. Additionally, the IRS has not issued any guidance on how to apply the asset diversification test to such foreign currency positions. Thus, the IRS’ determination as to how to treat such foreign currency positions for purposes of satisfying the asset diversification test might differ from that of each Fund resulting in the Fund’s failure to qualify as a RIC. In lieu of disqualification, each Fund is permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. |
■ | The Funds’ transactions in foreign currencies may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease the Funds' ordinary income distributions to you, and may cause some or all of the Funds' previously distributed income to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Fund intends to invest a significant portion of its assets in MLPs, which are generally treated as partnerships for U.S. federal income tax purposes. To the extent that the Fund invests in equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund will be required to take into account the Fund’s allocable share of the income, gains, losses, deductions, and credits recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders. |
■ | The Fund will recognize gain or loss on the sale, exchange or other taxable disposition of its portfolio assets, including equity securities of MLPs, equal to the difference between the amount realized by the Fund on the sale, exchange or other taxable disposition and the Fund’s adjusted tax basis in such assets. Any such gain will be subject to U.S. federal income tax at the corporate income tax rate, regardless of how long the Fund has held such assets since preferential capital gain rates do not apply to regular corporations such as the Fund. The amount realized by the Fund in any case generally will be the amount paid by the purchaser of the assets plus, in the case of MLP equity securities, the Fund’s allocable share, if any, of the MLP’s debt that will be allocated to the purchaser as a result of the sale, exchange or other taxable disposition. The Fund’s tax basis in its equity securities in an MLP generally is equal to the amount the Fund paid for the equity securities, (i) increased by the Fund’s allocable share of the MLP’s net taxable income and certain MLP debt, if any, and (ii) decreased by the Fund’s allocable share of the MLP’s net losses and any distributions received by the Fund from the MLP. Although any distribution by an MLP to the Fund in excess of the Fund’s allocable share of such MLP’s net taxable income may create a temporary economic benefit to the Fund, net of a deferred tax liability, such distribution will decrease the Fund’s tax basis in its MLP investment and will therefore increase the amount of gain (or decrease the amount of loss) that will be recognized on the sale of an equity security in the MLP by the Fund. To the extent that the Fund has a net capital loss in any year, the net capital loss can be carried back three taxable years and forward five taxable years to reduce the Fund’s capital gains in such years. In the |
■ | Distributions by the Fund of cash or property in respect of the shares (other than certain distributions in redemption of shares) will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Generally, the Fund’s earnings and profits are computed based upon the Fund’s taxable income (loss), with certain specified adjustments. Any such dividend likely will be eligible for the dividends-received deduction if received by an otherwise qualifying corporate U.S. shareholder that meets certain holding period and other requirements for the dividends-received deduction. Dividends paid by the Fund to certain non-corporate U.S. shareholders (including individuals), generally are eligible for U.S. federal income taxation at the rates generally applicable to long-term capital gains for individuals provided that the U.S. shareholder receiving the dividend satisfies applicable holding period and other requirements. Otherwise, dividends paid by the Fund to non-corporate U.S. Shareholders (including individuals) will be taxable at ordinary income rates. |
■ | If the amount of a Fund distribution exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax- deferred return of capital to the extent of, and in reduction of, a shareholder’s tax basis in the shares, and thereafter as capital gain to the extent the shareholder held the shares as a capital asset. Any such capital gain will be long-term capital gain if such shareholder has held the applicable shares for more than one year. The portion of the distribution received by a shareholder from the Fund that is treated as a return of capital will decrease the shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. |
■ | The Fund anticipates that the cash distributions it will receive with respect to its investments in equity securities of MLPs and which it will distribute to its shareholders will exceed the Fund’s current and accumulated earnings and profits. Accordingly, the Fund expects that only a part of its distributions to shareholders with respect to the shares will be treated as dividends for U.S. federal income tax purposes. No assurance, however, can be given in this regard. |
■ | Special rules may apply to the calculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculated using the straight-line depreciation method rather than the accelerated depreciation method. This difference in treatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxable income or loss in a particular year if the MLPs in which the Fund invests calculate their income using accelerated depreciation. Because of these special earnings profits rules, the Fund may make distributions in a particular year out of earnings and profits (treated as dividends) in excess of the amount of the Fund’s taxable income or loss for such year, which means that a larger percentage of the Fund ’s distributions could be taxable to shareholders as ordinary income instead of tax-deferred return of capital or capital gain. |
■ | Shareholders that receive distributions in shares rather than in cash will be treated for U.S. federal income tax purposes as having (i) received a cash distribution equal to the fair market value of the shares received and (ii) reinvested such amount in shares. |
■ | A redemption of shares will be treated as a sale or exchange of such shares, provided the redemption is not essentially equivalent to a dividend, is a substantially disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation of such Fund. Redemptions that do not qualify for sale or exchange treatment will be treated as distributions as described above. Upon a redemption treated as a sale or exchange under these rules, a shareholder generally will recognize capital gain or loss equal to the difference between the adjusted tax basis of his or her shares and the amount received when they are sold. |
■ | If the Fund is required to sell portfolio securities to meet redemption requests, the Fund may recognize income and gains for U.S. federal, state and local income and other tax purposes, which may result in the imposition of corporate income or other taxes on the Fund and may increase the Fund’s current and accumulated earnings and profits, which will result in a greater portion of distributions to Fund shareholders being treated as dividends. Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the IRS. Cost basis will be calculated using the Fund’s default method of first-in, first-out (FIFO), unless you instruct the Fund to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. |
■ | A 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on |
proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). 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. |
■ | Recent legislation (which by its terms became effective for taxable years beginning after December 31, 2017) generally requires that taxes, penalties, and interest associated with an audit of a partnership be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of an MLP taxed as a partnership that the Fund invests in could result in the Fund being required to pay federal income tax. The Fund may have little input in any audit asserted against an MLP and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if an MLP in which the Fund invests were to remain classified as a partnership, it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such MLP, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act certain “qualified publicly traded partnership income” (e.g., certain income from certain of the MLPs in which the Fund invests) is treated as eligible for a 20% deduction by noncorporate taxpayers. The Tax Cuts and Jobs Act does not contain a provision permitting an entity, such as the Fund, to benefit from this deduction (since the Fund is taxed as a “C” corporation) or pass the special character of this income through to its shareholders. Qualified publicly traded partnership income allocated to a noncorporate investor investing directly in an MLP might, however, be eligible for the deduction. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Diversified Dividend Fund
SEC 1940 Act file number: 811-01424 |
invesco.com/us | DDI-PRO-1 |
Prospectus | February 28, 2019 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Class: | A | C | P | Y |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50% | None | None | None |
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None 1 | 1.00% | None | None |
... |
1 | A contingent deferred sales charge may apply in some cases. See “Shareholder Account Information-Contingent Deferred Sales Charges (CDSCs).” |
1 Year | 3 Years | 5 Years | 10 Years | |
Class A | $648 | $857 | $1,082 | $1,729 |
... | ||||
Class C | $280 | $557 | $ 959 | $2,084 |
... | ||||
Class P | $ 89 | $278 | $ 482 | $1,073 |
... | ||||
Class Y | $ 79 | $246 | $ 428 | $ 954 |
... |
1 Year | 3 Years | 5 Years | 10 Years | |
Class A | $648 | $857 | $1,082 | $1,729 |
... | ||||
Class C | $180 | $557 | $ 959 | $2,084 |
... | ||||
Class P | $ 89 | $278 | $ 482 | $1,073 |
... | ||||
Class Y | $ 79 | $246 | $ 428 | $ 954 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class P shares: Inception (11/1/1982) | |||
Return Before Taxes | -2.81% | 8.49% | 12.15% |
Return After Taxes on Distributions | -5.23 | 6.44 | 11.00 |
Return After Taxes on Distributions and Sale of Fund Shares | 0.19 | 6.46 | 10.01 |
... | |||
Class A shares: Inception (10/31/2005) | -8.27 | 7.11 | 11.37 |
... | |||
Class C shares: Inception (10/31/2005) | -4.49 | 7.52 | 11.16 |
... | |||
Class Y shares: Inception (10/3/2008) | -2.72 | 8.59 | 12.27 |
... | |||
Russell 1000 Growth Index (reflects no deductions for fees, expenses or taxes) | -1.51 | 10.40 | 15.29 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Multi-Cap Growth Funds Index | -3.23 | 8.01 | 14.10 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Voss | Portfolio Manager (lead) | 2012 |
... | ||
Ido Cohen | Portfolio Manager | 2013 |
... |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments
Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
... | ||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
... | ||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
... | ||
All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
... | ||
IRAs and Coverdell ESAs | 250 | 25 |
... | ||
All other accounts | 1,000 | 50 |
... |
■ | Erik Voss (lead manager), Portfolio Manager, who has been responsible for the Fund since 2012 and has been associated with Invesco and/or its affiliates since 2010. |
■ | Ido Cohen, Portfolio Manager, who has been responsible for the Fund since 2013 and has been associated with Invesco and/or its affiliates since 2010. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $20.14 | $(0.05) | $1.41 | $ 1.36 | $ — | $(0.75) | $(0.75) | $20.75 | 6.95% | $ 114,570 | 1.02% (d) | 1.02% (d) | (0.24)% (d) | 35% |
Year ended 10/31/17 | 16.56 | (0.02) | 4.60 | 4.58 | — | (1.00) | (1.00) | 20.14 | 29.20 | 77,519 | 1.04 | 1.04 | (0.13) | 31 |
Year ended 10/31/16 | 17.59 | (0.01) | 0.11 | 0.10 | — | (1.13) | (1.13) | 16.56 | 0.81 | 50,217 | 1.05 | 1.05 | (0.05) | 47 |
Year ended 10/31/15 | 18.62 | (0.03) | 1.44 | 1.41 | — | (2.44) | (2.44) | 17.59 | 8.86 | 50,349 | 1.04 | 1.04 | (0.16) | 49 |
Year ended 10/31/14 | 16.40 | (0.03) | 2.62 | 2.59 | (0.03) | (0.34) | (0.37) | 18.62 | 16.06 | 30,382 | 1.05 | 1.05 | (0.18) | 52 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 18.47 | (0.04) | 1.99 | 1.95 | — | (0.75) | (0.75) | 19.67 | 10.94 | — | 1.77 (d)(g) | 1.77 (d)(g) | (0.99) (d)(g) | 35 |
Year ended 10/31/17 | 15.38 | (0.14) | 4.23 | 4.09 | — | (1.00) | (1.00) | 18.47 | 28.21 | 347 | 1.79 | 1.79 | (0.88) | 31 |
Year ended 10/31/16 | 16.53 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.38 | 0.09 | 280 | 1.80 | 1.80 | (0.80) | 47 |
Year ended 10/31/15 | 17.77 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.53 | 7.20 | 566 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.76 | (0.15) | 2.50 | 2.35 | — | (0.34) | (0.34) | 17.77 | 15.19 | 676 | 1.80 | 1.80 | (0.93) | 52 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 18.41 | (0.19) | 1.30 | 1.11 | — | (0.75) | (0.75) | 18.77 | 6.22 | 16,792 | 1.77 (d) | 1.77 (d) | (0.99) (d) | 35 |
Year ended 10/31/17 | 15.34 | (0.15) | 4.22 | 4.07 | — | (1.00) | (1.00) | 18.41 | 28.15 | 9,325 | 1.79 | 1.79 | (0.88) | 31 |
Year ended 10/31/16 | 16.49 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.34 | 0.09 | 5,008 | 1.80 | 1.80 | (0.80) | 47 |
Year ended 10/31/15 | 17.73 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.49 | 8.02 | 4,855 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.73 | (0.16) | 2.50 | 2.34 | — | (0.34) | (0.34) | 17.73 | 15.15 | 2,337 | 1.80 | 1.80 | (0.93) | 52 |
... | ||||||||||||||
Class P | ||||||||||||||
Year ended 10/31/18 | 20.39 | (0.02) | 1.43 | 1.41 | (0.00) | (0.75) | (0.75) | 21.05 | 7.13 | 2,024,211 | 0.87 (d) | 0.87 (d) | (0.09) (d) | 35 |
Year ended 10/31/17 | 16.75 | 0.00 | 4.65 | 4.65 | (0.01) | (1.00) | (1.01) | 20.39 | 29.32 | 2,044,421 | 0.89 | 0.89 | 0.02 | 31 |
Year ended 10/31/16 | 17.75 | 0.02 | 0.11 | 0.13 | — | (1.13) | (1.13) | 16.75 | 0.98 | 1,708,869 | 0.90 | 0.90 | 0.10 | 47 |
Year ended 10/31/15 | 18.74 | (0.00) | 1.45 | 1.45 | — | (2.44) | (2.44) | 17.75 | 9.03 | 1,821,733 | 0.89 | 0.89 | (0.01) | 49 |
Year ended 10/31/14 | 16.50 | (0.01) | 2.63 | 2.62 | (0.04) | (0.34) | (0.38) | 18.74 | 16.22 | 1,829,660 | 0.90 | 0.90 | (0.03) | 52 |
... | ||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/18 | 20.24 | (0.03) | 1.43 | 1.40 | — | (0.75) | (0.75) | 20.89 | 7.12 | 3,405 | 0.92 (d) | 0.92 (d) | (0.14) (d) | 35 |
Year ended 10/31/17 | 16.63 | (0.01) | 4.62 | 4.61 | (0.00) | (1.00) | (1.00) | 20.24 | 29.29 | 3,521 | 0.94 | 0.94 | (0.03) | 31 |
Year ended 10/31/16 | 17.64 | 0.01 | 0.11 | 0.12 | — | (1.13) | (1.13) | 16.63 | 0.92 | 3,164 | 0.95 | 0.95 | 0.05 | 47 |
Year ended 10/31/15 | 18.66 | (0.01) | 1.43 | 1.42 | — | (2.44) | (2.44) | 17.64 | 8.90 | 3,546 | 0.94 | 0.94 | (0.06) | 49 |
Year ended 10/31/14 | 16.43 | (0.01) | 2.62 | 2.61 | (0.04) | (0.34) | (0.38) | 18.66 | 16.18 | 3,685 | 0.95 | 0.95 | (0.08) | 52 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 20.34 | 0.00 | 1.43 | 1.43 | (0.02) | (0.75) | (0.77) | 21.00 | 7.25 | 14,818 | 0.77 (d) | 0.77 (d) | 0.01 (d) | 35 |
Year ended 10/31/17 | 16.71 | 0.02 | 4.64 | 4.66 | (0.03) | (1.00) | (1.03) | 20.34 | 29.46 | 13,881 | 0.79 | 0.79 | 0.12 | 31 |
Year ended 10/31/16 | 17.69 | 0.03 | 0.12 | 0.15 | — | (1.13) | (1.13) | 16.71 | 1.10 | 3,576 | 0.80 | 0.80 | 0.20 | 47 |
Year ended 10/31/15 | 18.67 | 0.02 | 1.44 | 1.46 | — | (2.44) | (2.44) | 17.69 | 9.13 | 2,170 | 0.79 | 0.79 | 0.09 | 49 |
Year ended 10/31/14 | 16.45 | 0.01 | 2.61 | 2.62 | (0.06) | (0.34) | (0.40) | 18.67 | 16.23 | 699 | 0.80 | 0.80 | 0.07 | 52 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 20.42 | 0.01 | 1.43 | 1.44 | (0.02) | (0.75) | (0.77) | 21.09 | 7.30 | 73 | 0.72 (d) | 0.72 (d) | 0.06 (d) | 35 |
Year ended 10/31/17 | 16.77 | 0.03 | 4.66 | 4.69 | (0.04) | (1.00) | (1.04) | 20.42 | 29.56 | 20 | 0.76 | 0.76 | 0.15 | 31 |
Year ended 10/31/16 | 17.75 | 0.04 | 0.11 | 0.15 | — | (1.13) | (1.13) | 16.77 | 1.10 | 17 | 0.74 | 0.74 | 0.26 | 47 |
Year ended 10/31/15 | 18.71 | 0.04 | 1.44 | 1.48 | — | (2.44) | (2.44) | 17.75 | 9.24 | 18 | 0.68 | 0.68 | 0.20 | 49 |
Year ended 10/31/14 | 16.46 | 0.03 | 2.63 | 2.66 | (0.07) | (0.34) | (0.41) | 18.71 | 16.50 | 541 | 0.69 | 0.69 | 0.18 | 52 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 20.42 | 0.01 | 1.43 | 1.44 | (0.02) | (0.75) | (0.77) | 21.09 | 7.29 | 11,057 | 0.72 (d) | 0.72 (d) | 0.06 (d) | 35 |
Year ended 10/31/17 (f) | 17.61 | 0.01 | 2.80 | 2.81 | — | — | — | 20.42 | 15.96 | 12 | 0.77 (g) | 0.77 (g) | 0.14 (g) | 31 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $98,637, $351, $13,830, $2,150,720, $3,638, $14,216, $40 and $8,184 for Class A, Class B, Class C, Class P, Class S, Class Y, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (the date of conversion). |
(f) | Commencement date of April 4, 2017. |
(g) | Annualized. |
■ | 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; |
■ | Hypotheticals both with and without any applicable initial sales charge applied; and |
■ | There is no sales charge on reinvested dividends. |
Class A (Includes Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.02% | 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 | (1.74%) | 2.17% | 6.24% | 10.47% | 14.86% | 19.43% | 24.19% | 29.13% | 34.27% | 39.61% |
End of Year Balance | $9,826.11 | $10,217.19 | $10,623.83 | $11,046.66 | $11,486.32 | $11,943.47 | $12,418.82 | $12,913.09 | $13,427.04 | $13,961.43 |
Estimated Annual Expenses | $ 648.31 | $ 102.22 | $ 106.29 | $ 110.52 | $ 114.92 | $ 119.49 | $ 124.25 | $ 129.19 | $ 134.33 | $ 139.68 |
... |
Class A (Without Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.02% | 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 |
... |
Class C 2 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.77% | 1.77% | 1.77% | 1.77% | 1.77% | 1.77% | 1.77% | 1.77% | 1.77% | 1.77% |
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 | 3.23% | 6.56% | 10.01% | 13.56% | 17.23% | 21.01% | 24.92% | 28.96% | 33.12% | 37.42% |
End of Year Balance | $10,323.00 | $10,656.43 | $11,000.64 | $11,355.96 | $11,722.75 | $12,101.40 | $12,492.27 | $12,895.77 | $13,312.31 | $13,742.30 |
Estimated Annual Expenses | $ 179.86 | $ 185.67 | $ 191.67 | $ 197.86 | $ 204.25 | $ 210.84 | $ 217.65 | $ 224.68 | $ 231.94 | $ 239.43 |
... |
Class P | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% |
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 | 4.13% | 8.43% | 12.91% | 17.57% | 22.43% | 27.48% | 32.75% | 38.23% | 43.94% | 49.89% |
End of Year Balance | $10,413.00 | $10,843.06 | $11,290.88 | $11,757.19 | $12,242.76 | $12,748.39 | $13,274.89 | $13,823.15 | $14,394.04 | $14,988.52 |
Estimated Annual Expenses | $ 88.80 | $ 92.46 | $ 96.28 | $ 100.26 | $ 104.40 | $ 108.71 | $ 113.20 | $ 117.88 | $ 122.74 | $ 127.81 |
... |
Class Y | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.77% | 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 | 4.23% | 8.64% | 13.23% | 18.02% | 23.02% | 28.22% | 33.64% | 39.30% | 45.19% | 51.33% |
End of Year Balance | $10,423.00 | $10,863.89 | $11,323.44 | $11,802.42 | $12,301.66 | $12,822.02 | $13,364.39 | $13,929.70 | $14,518.93 | $15,133.08 |
Estimated Annual Expenses | $ 78.63 | $ 81.95 | $ 85.42 | $ 89.03 | $ 92.80 | $ 96.73 | $ 100.82 | $ 105.08 | $ 109.53 | $ 114.16 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
2 | The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in year one for Class C has not been deducted. |
■ | Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
■ | Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
■ | Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
■ | Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
Share Classes | |||
Class A | Class C | Class R | Class Y |
■ Initial sales charge which may be waived or reduced 1 | ■ No initial sales charge | ■ No initial sales charge | ■ No initial sales charge |
■ CDSC on certain redemptions 1 | ■ CDSC on redemptions within one year 3 | ■ No CDSC | ■ No CDSC |
■ 12b-1 fee of up to 0.25% 2 | ■ 12b-1 fee of up to 1.00% 4 | ■ 12b-1 fee of up to 0.50% | ■ No 12b-1 fee |
■ Investors may only open an account to purchase Class C shares if they have appointed a financial intermediary. This restriction does not apply to Employer Sponsored Retirement and Benefit Plans. | ■ Does not convert to Class A shares | ■ Does not convert to Class A shares | |
■ Purchase maximums apply | ■ Intended for Employer Sponsored Retirement and Benefit Plans |
1 | Invesco Conservative Income Fund does not have initial sales charges or CDSCs on redemptions. |
2 | Class A2 shares of Invesco Limited Term Municipal Income Fund and Investor Class shares of Invesco Government Money Market Fund, Invesco Tax-Exempt Cash Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio do not have a 12b-1 fee; Invesco Short Term Bond Fund Class A shares and Invesco Short Duration Inflation Protected Fund Class A2 shares have a 12b-1 fee of 0.15%; and Invesco Tax-Exempt Cash Fund and Invesco Conservative Income Fund Class A shares have a 12b-1 fee of 0.10%. |
3 | CDSC does not apply to redemption of Class C shares of Invesco Short Term Bond Fund unless you received Class C shares of Invesco Short Term Bond Fund through an exchange from Class C shares from another Invesco Fund that is still subject to a CDSC. |
4 | The 12b-1 fee for Class C shares of certain Funds is less than 1.00%. The “Fees and Expenses of the Fund—Annual Fund Operating Expenses” section of this prospectus reflects the actual 12b-1 fees paid by a Fund. |
■ | Investor Class shares: Invesco Diversified Dividend Fund, Invesco Dividend Income Fund, Invesco Energy Fund, Invesco European Growth Fund, Invesco Gold & Precious Metals Fund, Invesco Health Care Fund, Invesco High Yield Fund, Invesco Income Fund, Invesco International Core Equity Fund, Invesco Low Volatility Equity Yield Fund, Invesco Government Money Market Fund, Invesco Municipal Income Fund, Invesco Real Estate Fund, |
Invesco Small Cap Growth Fund, Invesco Tax-Exempt Cash Fund, Invesco Technology Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio. |
■ | Class A2 shares: Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund; |
■ | Class AX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class CX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class RX shares: Invesco Balanced-Risk Retirement Funds; |
■ | Class P shares: Invesco Summit Fund; |
■ | Class S shares: Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund; and |
■ | Invesco Cash Reserve Shares: Invesco Government Money Market Fund. |
■ | Investors who established accounts prior to April 1, 2002, in Investor Class shares with Invesco Distributors, Inc. (Invesco Distributors) who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons) without a designated intermediary. These investors are referred to as “Investor Class grandfathered investors.” |
■ | Customers of a financial intermediary that has had an agreement with the Funds’ distributor or any Funds that offered Investor Class shares prior to April 1, 2002, that has continuously maintained such agreement. These intermediaries are referred to as “Investor Class grandfathered intermediaries.” |
■ | Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Invesco Limited Term Municipal Income Fund, Class A2 shares. |
■ | Invesco Government Money Market Fund, Investor Class shares. |
■ | Invesco Tax-Exempt Cash Fund, Investor Class shares. |
■ | Invesco Premier Portfolio, Investor Class shares. |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares. |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares. |
■ | All Funds, Class Y shares |
■ | Class A shares: 0.25% |
■ | Class C shares: 1.00% |
■ | Class P shares: 0.10% |
■ | Class R shares: 0.50% |
■ | Class S shares: 0.15% |
■ | Invesco Cash Reserve Shares: 0.15% |
■ | Investor Class shares: 0.25% |
Category I Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 50,000 | 5.50% | 5.82% |
... | |||
$50,000 but less than | $ 100,000 | 4.50 | 4.71 |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.75 | 2.83 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category II Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 4.25% | 4.44% |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.50 | 2.56 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category III Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 1.00% | 1.01% |
... | |||
$100,000 but less than | $ 250,000 | 0.75 | 0.76 |
... | |||
$250,000 but less than | $1,000,000 | 0.50 | 0.50 |
... |
Category IV Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $100,000 | 2.50% | 2.56% |
... | |||
$100,000 but less than | $250,000 | 1.75 | 1.78 |
... | |||
$250,000 but less than | $500,000 | 1.25 | 1.27 |
... |
■ | Investors who purchase shares through a fee-based advisory account with an approved financial intermediary. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account. |
■ | Employer Sponsored Retirement and Benefit Plans maintained on retirement platforms or by the Funds’ transfer agent or its affiliates: |
■ | with assets of at least $1 million; or |
■ | with at least 100 employees eligible to participate in the plan; or |
■ | that execute plan level or multiple-plan level transactions through a single omnibus account per Fund. |
■ | Any investor who purchases his or her shares with the proceeds of an in kind rollover, transfer or distribution from a Retirement and Benefit Plan where the account being funded by such rollover is to be maintained by the same financial intermediary, trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof. |
■ | Investors who own Investor Class shares of a Fund, who purchase Class A shares of a different Fund through the same account in which the Investor Class Shares were first purchased. |
■ | Funds of funds or other pooled investment vehicles. |
■ | Insurance company separate accounts (except for Invesco Tax-Exempt Cash Fund). |
■ | Any current or retired trustee, director, officer or employee of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Any registered representative or employee of any financial intermediary who has an agreement with Invesco Distributors to sell shares of the Invesco Funds (this includes any members of his or her immediate family). |
■ | Any investor purchasing shares through a financial intermediary that has a written arrangement with the Funds’ distributor in which the Funds’ distributor has agreed to participate in a no transaction fee program in which the financial intermediary will make Class A shares available without the imposition of a sales charge. |
■ | reinvesting dividends and distributions; |
■ | exchanging shares of one Fund that were previously assessed a sales charge for shares of another Fund; |
■ | purchasing shares in connection with the repayment of an Employer Sponsored Retirement and Benefit Plan loan administered by the Funds’ transfer agent; and |
■ | purchasing Class A shares with proceeds from the redemption of Class C, Class R or Class Y shares where the redemption and purchase are |
effectuated on the same business day due to the distribution of a Retirement and Benefit Plan maintained by the Funds’ transfer agent or one of its affiliates. |
■ | Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan; |
■ | Shares purchased by or through a 529 Plan; |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program; |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform; |
■ | Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable); |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family); |
■ | Shares converted from Class C ( i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date; |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members; |
■ | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | CDSC Waivers on A and C Shares available at Merrill Lynch |
■ | Death or disability of the shareholder; |
■ | Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus; |
■ | Return of excess contributions from an IRA Account; |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 ; |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch; |
■ | Shares acquired through a right of reinstatement; and |
■ | Shares held in retirement brokerage accounts, that are converted to a lower cost share class due to transfer to a fee based account or platform (applicable to A and C shares only). |
■ | Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent |
■ | Breakpoints as described in this prospectus; |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets; and |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable). |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
■ | Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family). |
■ | Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges. |
■ | Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
■ | Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement). |
■ | Automatic Exchange of Class C shares |
■ | Class C shares will automatically exchange to Class A shares in the month of the 10-year anniversary of the purchase date. |
■ | Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans; |
■ | Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules; |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund; |
■ | Shares purchased through a Morgan Stanley self-directed brokerage account; |
■ | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
■ | Front-end sales load waivers on Class A shares available at Raymond James |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family). |
■ | Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
■ | CDSC Waivers on Classes A and C shares available at Raymond James |
■ | Death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
■ | Return of excess contributions from an IRA Account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 as described in the fund’s prospectus. |
■ | Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
■ | Shares acquired through a right of reinstatement. |
■ | Front-end load discounts available at Raymond James: breakpoints, and/or rights of accumulation |
■ | Breakpoints as described in this prospectus. |
■ | Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets. |
1. | an individual account owner; |
2. | immediate family of the individual account owner (which includes the individual’s spouse or domestic partner; the individual’s children, step-children or grandchildren; the spouse or domestic partner of the individual’s children, step-children or grandchildren; the individual’s parents and step-parents; the parents or step-parents of the individual’s spouse or domestic partner; the individual’s grandparents; and the individual’s siblings); |
3. | a Retirement and Benefit Plan so long as the plan is established exclusively for the benefit of an individual account owner; and |
4. | a Coverdell Education Savings Account (Coverdell ESA), maintained pursuant to Section 530 of the Code (in either case, the account must be established by an individual account owner or have an individual account owner named as the beneficiary thereof). |
a) | the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the Invesco Funds will not accept separate contributions submitted with respect to individual participants); |
b) | each transmittal is accompanied by checks or wire transfers; and |
c) | if the Invesco Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies Invesco Distributors or its designee in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal. |
■ | If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period. |
■ | If you redeem shares to pay account fees. |
■ | If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. |
■ | Class C shares of Invesco Short Term Bond Fund. |
■ | Class A shares of Invesco Tax-Exempt Cash Fund. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund. |
■ | Invesco Cash Reserve Shares of Invesco Government Money Market Fund. |
■ | Investor Class shares of any Fund. |
■ | Class P shares of Invesco Summit Fund. |
■ | Class S shares of Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund. |
■ | Class Y shares of any Fund. |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
... | ||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
... | ||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
... | ||
All other accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
... | ||
IRAs and Coverdell ESAs | 250 | 25 |
... | ||
All other accounts | 1,000 | 50 |
... |
Opening An Account | Adding To An Account | |
Through a Financial Adviser | Contact your financial adviser. | Contact your financial adviser. |
By Mail |
Mail
completed account application and check to the Funds’ transfer agent,
Invesco Investment Services, Inc. P.O. Box 219078, Kansas City, MO 64121-9078. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
Mail your check and the remittance slip from your confirmation statement to the Funds’ transfer agent. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
By Wire | Mail completed account application to the Funds’ transfer agent. Call the Funds’ transfer agent at (800) 959-4246 to receive a reference number. Then, use the wire instructions provided below. | Call the Funds’ transfer agent to receive a reference number. Then, use the wire instructions provided below. |
Wire Instructions |
Beneficiary
Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639 Beneficiary Account Name: Invesco Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account # |
|
By Telephone | Open your account using one of the methods described above. | Select the Bank Account Information option on your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the Funds’ transfer agent. Once the Funds’ transfer agent has received the form, call the Funds’ transfer agent at the number below to place your purchase order. |
Automated Investor Line | Open your account using one of the methods described above. | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. |
By Internet | Open your account using one of the methods described above. | Access your account at www.invesco.com/us. The proper bank instructions must have been provided on your account. You may not purchase shares in Retirement and Benefit Plans on the internet. |
... |
■ | Your account balance in the Fund paying the dividend or distribution must be at least $5,000; and |
■ | Your account balance in the Fund receiving the dividend or distribution must be at least $500. |
How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. |
By Mail | Send a written request to the Funds’ transfer agent which includes: |
■
Original signatures of all registered owners/trustees;
■ The dollar value or number of shares that you wish to redeem; ■ The name of the Fund(s) and your account number; ■ The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and |
|
■
Signature guarantees, if necessary (see below).
The Funds’ transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from a Retirement and Benefit Plan, you must complete the appropriate distribution form. |
|
By Telephone |
Call
the Funds’ transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:
■ Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 15 days) or transferred electronically to a pre-authorized checking account; ■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have not previously declined the telephone redemption privilege. |
You may, in limited circumstances, initiate a redemption from an Invesco IRA by telephone. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. | |
Automated Investor Line | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested. |
By Internet |
Place
your redemption request at www.invesco.com/us. You will be allowed to redeem by Internet if:
■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have already provided proper bank information. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. |
... |
■ | Invesco Government Money Market Fund, Invesco Cash Reserve Shares, Class AX shares, Class Y shares and Investor Class shares |
■ | Invesco Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares |
■ | Invesco Premier Portfolio, Investor Class shares |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares |
■ | When your redemption proceeds exceed $250,000 per Fund. |
■ | When you request that redemption proceeds be paid to someone other than the registered owner of the account. |
■ | When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account. |
■ | When you request that redemption proceeds be sent to a new address or an address that changed in the last 15 days. |
Exchange From | Exchange To |
Invesco Cash Reserve Shares | Class A, C, R, Investor Class |
... | |
Class A | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class A2 | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class AX | Class A, AX, Investor Class, Invesco Cash Reserve Shares |
... | |
Investor Class | Class A, Investor Class |
... | |
Class P | Class A, Invesco Cash Reserve Shares |
... | |
Class S | Class A, S, Invesco Cash Reserve Shares |
... |
Exchange From | Exchange To |
Class C | Class C |
... | |
Class CX | Class C, CX |
... | |
Class R | Class R |
... | |
Class RX | Class R, RX |
... | |
Class Y | Class Y |
... |
■ | Investor Class shares cannot be exchanged for Class A shares of any Fund which offers Investor Class shares. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund cannot be exchanged for Class A shares of those Funds. |
■ | Invesco Cash Reserve Shares cannot be exchanged for Class C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund. |
■ | All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans. |
■ | Conversions into Class A from Class A2 of the same Fund. |
■ | Conversions into Class A2, Class AX, Class CX, Class P, Class RX or Class S of the same Fund. |
■ | Reject or cancel all or any part of any purchase or exchange order. |
■ | Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund. |
■ | Reject or cancel any request to establish a Systematic Purchase Plan or Systematic Redemption Plan. |
■ | Modify or terminate any sales charge waivers or exceptions. |
■ | Suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Trade activity monitoring. |
■ | Discretion to reject orders. |
■ | Purchase blocking. |
■ | The use of fair value pricing consistent with procedures approved by the Board. |
■ | The money market funds are offered to investors as cash management vehicles; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds. |
■ | With respect to the money market funds maintaining a constant net asset value, the money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, the money market funds are not subject to price arbitrage opportunities. |
■ | With respect to the money market funds maintaining a constant net asset value, because such Funds seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Funds upon redemption than other mutual funds. |
■ | A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a Fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate. |
■ | Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares. |
■ | A portion of income dividends paid by a Fund to you may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates. |
■ | The use of derivatives by a Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the Internal Revenue Service (IRS). Cost basis will be calculated using the Fund’s default method of average cost, unless you instruct the Fund to use a different calculation method. As a service to you, the Fund will continue to provide to you (but not the IRS) cost basis information for shares acquired before 2012, when available, using the average cost method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.Invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be |
subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. | |
■ | 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. |
■ | 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. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
■ | If a Fund invests in an underlying fund taxed as a RIC, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for noncorporate shareholders, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends-received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
■ | A Fund does not anticipate realizing any long-term capital gains. |
■ | If a Fund, other than Invesco Premier Tax-Exempt Portfolio, expects to maintain a stable net asset value of $1.00 per share, investors should not have any gain or loss on sale or exchange of Fund shares (unless the investor incurs a liquidity fee on such sale or exchange). See “Liquidity Fees and Redemption Gates.” |
■ | Invesco Premier Tax-Exempt Portfolio rounds its current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on sale or exchange of shares of the Fund calculated by subtracting your cost basis from the gross proceeds received from the sale or exchange. |
■ | There is some degree of uncertainty with respect to the tax treatment of liquidity fees received by a Fund, and such tax treatment may be the subject of future IRS guidance. If a Fund receives liquidity fees, it will consider the appropriate tax treatment of such fees to the Fund at such time. |
■ | Regarding Invesco Premier Tax-Exempt Portfolio, because the Fund is not expected to maintain a stable share price, a sale or exchange of Fund shares may result in a capital gain or loss for you. Unless you choose to adopt a simplified “NAV method” of accounting (described below), any capital gain or loss on the sale or exchange of Fund shares (as noted above) generally will be treated either as short-term if you held your Fund shares for one year or less, or long-term if you held your Fund shares longer. If you elect to adopt the NAV method of accounting, rather than computing gain or loss on every taxable disposition of Fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your Fund shares during a computation period (such as your taxable year), reduced by your net investment |
(purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss. |
■ | Because of “noncash” expenses such as property depreciation, the cash flow of a REIT that owns properties will exceed its taxable income. The REIT, and in turn a Fund, may distribute this excess cash to shareholders. Such a distribution is classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | Dividends paid to shareholders from the Funds’ investments in U.S. REITs generally will not qualify for taxation at long-term capital gain rates applicable to qualified dividend income. |
■ | The Fund may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts. |
■ | Under the Tax Cuts and Jobs Act, “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the Fund to pass through the special character of “qualified REIT dividends” to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares. |
■ | The Fund’s foreign shareholders should see the SAI for a discussion of the risks and special tax consequences to them from a sale of a U.S. real property interest by a REIT in which the Fund invests. |
■ | Taxes, penalties, and interest associated with an audit of a partnership are generally required to be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of a partnership that a Fund invests in (including MLPs taxed as partnerships) could result in the Fund being required to pay federal income tax. A Fund may have little input in any audit asserted against a partnership and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if a partnership in which the Fund invests were to remain classified as a partnership (instead of as a corporation), it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such partnership, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act “qualified publicly traded partnership income” is treated as eligible for a 20% deduction by noncorporate taxpayers. The legislation does not contain a provision permitting a RIC, such as a Fund, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Fund to pass through the special character of “qualified publicly traded partnership income” to its shareholders. |
■ | Some amounts received by a Fund from the MLPs in which it invests likely will be treated as returns of capital to such Fund because of accelerated deductions available to the MLPs. The receipt of returns of capital from the MLPs in which a Fund invests could cause some or all of the Fund’s distributions to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Funds’ strategies of investing through their respective Subsidiary in derivatives and other financially linked instruments whose performance is expected to correspond to the commodity markets may cause the Funds to recognize more ordinary income and short-term capital gains taxable as ordinary income than would be the case if the Funds invested directly in commodities. |
■ | The Funds must meet certain requirements under the Code for favorable tax treatment as a RIC, including asset diversification and income requirements. The Funds intend to treat the income each derives from commodity-linked notes as qualifying income based on an opinion from counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. Further, each Fund anticipates that its respective Subsidiary will distribute the “Subpart F” income earned by such Subsidiary each year, which a Fund will treat as qualifying income. If, contrary to the opinion of counsel, the proposed regulations or other guidance issued by the IRS, the IRS were to determine such income is non-qualifying, a Fund might fail to satisfy the income requirement. In lieu of disqualification, the Funds are permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. |
■ | The Invesco Balanced-Risk Commodity Strategy Fund received a PLR from the IRS holding that income from a form of commodity-linked note is qualifying income. However, the IRS has revoked the ruling on a prospective basis, thus allowing the Fund to continue to rely on its private letter ruling to treat income from commodity-linked notes purchased on or before June 30, 2017 as qualifying income. After that time the Invesco Balanced-Risk Commodity Strategy Fund expects to rely on the opinion of counsel described above. |
■ | The Funds may realize gains from the sale or other disposition of foreign currencies (including but not limited to gains from options, futures or forward contracts) derived from investing in securities or foreign currencies. The U.S. Treasury Department is authorized to issue regulations on whether the realization of such foreign currency gains is qualified income for the Funds. If such regulations are issued, each Fund may not qualify as a RIC and/or the Fund may change its investment policy. As of the date of this prospectus, no regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. Additionally, the IRS has not issued any guidance on how to apply the asset diversification test to such foreign currency positions. Thus, the IRS’ determination as to how to treat such foreign currency positions for purposes of satisfying the asset diversification test might differ from that of each Fund resulting in the Fund’s failure to qualify as a RIC. In lieu of disqualification, each Fund is permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. |
■ | The Funds’ transactions in foreign currencies may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease the Funds' ordinary income distributions to you, and may cause some or all of the Funds' previously distributed income to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Fund intends to invest a significant portion of its assets in MLPs, which are generally treated as partnerships for U.S. federal income tax purposes. To the extent that the Fund invests in equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund will be required to take into account the Fund’s allocable share of the income, gains, losses, deductions, and credits recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders. |
■ | The Fund will recognize gain or loss on the sale, exchange or other taxable disposition of its portfolio assets, including equity securities of MLPs, equal to the difference between the amount realized by the Fund on the sale, exchange or other taxable disposition and the Fund’s adjusted tax basis in such assets. Any such gain will be subject to U.S. federal income tax at the corporate income tax rate, regardless of how long the Fund has held such assets since preferential capital gain rates do not apply to regular corporations such as the Fund. The amount realized by the Fund in any case generally will be the amount paid by the purchaser of the assets plus, in the case of MLP equity securities, the Fund’s allocable share, if any, of the MLP’s debt that will be allocated to the purchaser as a result of the sale, exchange or other taxable disposition. The Fund’s tax basis in its equity securities in an MLP generally is equal to the amount the Fund paid for the equity securities, (i) increased by the Fund’s allocable share of the MLP’s net taxable income and certain MLP debt, if any, and (ii) decreased by the Fund’s allocable share of the MLP’s net losses and any distributions received by the Fund from the MLP. Although any distribution by an MLP to the Fund in excess of the Fund’s allocable share of such MLP’s net taxable income may create a temporary economic benefit to the Fund, net of a deferred tax liability, such distribution will decrease the Fund’s tax basis in its MLP investment and will therefore increase the amount of gain (or decrease the amount of loss) that will be recognized on the sale of an equity security in the MLP by the Fund. To the extent that the Fund has a net capital loss in any year, the net capital loss can be carried back three taxable years and forward five taxable years to reduce the Fund’s capital gains in such years. In the |
■ | Distributions by the Fund of cash or property in respect of the shares (other than certain distributions in redemption of shares) will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Generally, the Fund’s earnings and profits are computed based upon the Fund’s taxable income (loss), with certain specified adjustments. Any such dividend likely will be eligible for the dividends-received deduction if received by an otherwise qualifying corporate U.S. shareholder that meets certain holding period and other requirements for the dividends-received deduction. Dividends paid by the Fund to certain non-corporate U.S. shareholders (including individuals), generally are eligible for U.S. federal income taxation at the rates generally applicable to long-term capital gains for individuals provided that the U.S. shareholder receiving the dividend satisfies applicable holding period and other requirements. Otherwise, dividends paid by the Fund to non-corporate U.S. Shareholders (including individuals) will be taxable at ordinary income rates. |
■ | If the amount of a Fund distribution exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax- deferred return of capital to the extent of, and in reduction of, a shareholder’s tax basis in the shares, and thereafter as capital gain to the extent the shareholder held the shares as a capital asset. Any such capital gain will be long-term capital gain if such shareholder has held the applicable shares for more than one year. The portion of the distribution received by a shareholder from the Fund that is treated as a return of capital will decrease the shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. |
■ | The Fund anticipates that the cash distributions it will receive with respect to its investments in equity securities of MLPs and which it will distribute to its shareholders will exceed the Fund’s current and accumulated earnings and profits. Accordingly, the Fund expects that only a part of its distributions to shareholders with respect to the shares will be treated as dividends for U.S. federal income tax purposes. No assurance, however, can be given in this regard. |
■ | Special rules may apply to the calculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculated using the straight-line depreciation method rather than the accelerated depreciation method. This difference in treatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxable income or loss in a particular year if the MLPs in which the Fund invests calculate their income using accelerated depreciation. Because of these special earnings profits rules, the Fund may make distributions in a particular year out of earnings and profits (treated as dividends) in excess of the amount of the Fund’s taxable income or loss for such year, which means that a larger percentage of the Fund ’s distributions could be taxable to shareholders as ordinary income instead of tax-deferred return of capital or capital gain. |
■ | Shareholders that receive distributions in shares rather than in cash will be treated for U.S. federal income tax purposes as having (i) received a cash distribution equal to the fair market value of the shares received and (ii) reinvested such amount in shares. |
■ | A redemption of shares will be treated as a sale or exchange of such shares, provided the redemption is not essentially equivalent to a dividend, is a substantially disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation of such Fund. Redemptions that do not qualify for sale or exchange treatment will be treated as distributions as described above. Upon a redemption treated as a sale or exchange under these rules, a shareholder generally will recognize capital gain or loss equal to the difference between the adjusted tax basis of his or her shares and the amount received when they are sold. |
■ | If the Fund is required to sell portfolio securities to meet redemption requests, the Fund may recognize income and gains for U.S. federal, state and local income and other tax purposes, which may result in the imposition of corporate income or other taxes on the Fund and may increase the Fund’s current and accumulated earnings and profits, which will result in a greater portion of distributions to Fund shareholders being treated as dividends. Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the IRS. Cost basis will be calculated using the Fund’s default method of first-in, first-out (FIFO), unless you instruct the Fund to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. |
■ | A 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on |
proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). 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. |
■ | Recent legislation (which by its terms became effective for taxable years beginning after December 31, 2017) generally requires that taxes, penalties, and interest associated with an audit of a partnership be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of an MLP taxed as a partnership that the Fund invests in could result in the Fund being required to pay federal income tax. The Fund may have little input in any audit asserted against an MLP and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if an MLP in which the Fund invests were to remain classified as a partnership, it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such MLP, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act certain “qualified publicly traded partnership income” (e.g., certain income from certain of the MLPs in which the Fund invests) is treated as eligible for a 20% deduction by noncorporate taxpayers. The Tax Cuts and Jobs Act does not contain a provision permitting an entity, such as the Fund, to benefit from this deduction (since the Fund is taxed as a “C” corporation) or pass the special character of this income through to its shareholders. Qualified publicly traded partnership income allocated to a noncorporate investor investing directly in an MLP might, however, be eligible for the deduction. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Summit Fund
SEC 1940 Act file number: 811-01424 |
invesco.com/us | SUM-PRO-1 |
Prospectus | February 28, 2019 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | S |
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 a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2020. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class S | $100 | $314 | $546 | $1,212 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class S shares 1 : Inception (9/25/2009) | |||
Return Before Taxes | -9.60% | 2.73% | 8.89% |
Return After Taxes on Distributions | -11.80 | 0.25 | 7.38 |
Return After Taxes on Distributions and Sale of Fund Shares | -4.00 | 2.05 | 7.25 |
... | |||
Russell 1000 Index (reflects no deductions for fees, expenses or taxes) | -4.78 | 8.21 | 13.28 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Large Cap Core Funds Index | -5.13 | 7.33 | 12.09 |
... |
1 | Class S shares’ performance shown prior to the inception date is that of Class A shares at net asset value (NAV) and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is November 26, 1968. |
Portfolio Manager | Title | Length of Service on the Fund |
Ronald Sloan | Portfolio Manager | 2002 |
... |
Shareholder Fees (fees paid directly from your investment) | |
Class: | S |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
... | |
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
... |
1 Year | 3 Years | 5 Years | 10 Years | |
Class S | $94 | $293 | $509 | $1,131 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class S shares 1 : Inception (9/25/2009) | |||
Return Before Taxes | -2.83% | 8.43% | 12.12% |
Return After Taxes on Distributions | -5.27 | 6.37 | 10.96 |
Return After Taxes on Distributions and Sale of Fund Shares | 0.20 | 6.42 | 9.98 |
... | |||
Russell 1000 Growth Index (reflects no deductions for fees, expenses or taxes) | -1.51 | 10.40 | 15.29 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Multi-Cap Growth Funds Index | -3.23 | 8.01 | 14.10 |
... |
1 | Class S shares performance shown prior to the inception date is that of Class A shares at net asset value (NAV) and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is October 31, 2005. |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Voss | Portfolio Manager (lead) | 2012 |
... | ||
Ido Cohen | Portfolio Manager | 2013 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or |
insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient, as described under the “Taxes” section of the prospectus. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended |
benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Ronald Sloan, Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Erik Voss (lead manager), Portfolio Manager, who has been responsible for the Fund since 2012 and has been associated with Invesco and/or its affiliates since 2010. |
■ | Ido Cohen, Portfolio Manager, who has been responsible for the Fund since 2013 and has been associated with Invesco and/or its affiliates since 2010. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $18.75 | $ 0.06 | $(0.04) | $ 0.02 | $(0.10) | $(1.15) | $(1.25) | $17.52 | (0.04)% | $2,951,279 | 1.07% (d) | 1.08% (d) | 0.35% (d) | 46% |
Year ended 10/31/17 | 18.31 | 0.09 | 2.29 | 2.38 | (0.17) | (1.77) | (1.94) | 18.75 | 13.83 | 3,363,073 | 1.10 | 1.11 | 0.50 | 30 |
Year ended 10/31/16 | 20.30 | 0.16 | 0.34 | 0.50 | (0.21) | (2.28) | (2.49) | 18.31 | 3.54 | 3,467,887 | 1.11 | 1.12 | 0.88 | 28 |
Year ended 10/31/15 | 23.28 | 0.19 | (0.74) | (0.55) | (0.13) | (2.30) | (2.43) | 20.30 | (2.53) | 3,869,488 | 1.07 | 1.08 | 0.89 | 47 |
Year ended 10/31/14 | 22.22 | 0.12 | 2.09 | 2.21 | (0.20) | (0.95) | (1.15) | 23.28 | 10.48 | 4,517,960 | 1.05 | 1.07 | 0.53 | 23 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 17.58 | (0.02) | 1.56 | 1.54 | — | (1.15) | (1.15) | 17.97 | 9.23 | — | 1.82 (d)(f) | 1.83 (d)(f) | (0.40) (d)(f) | 46 |
Year ended 10/31/17 | 17.26 | (0.04) | 2.15 | 2.11 | (0.02) | (1.77) | (1.79) | 17.58 | 12.96 | 12,494 | 1.85 | 1.86 | (0.25) | 30 |
Year ended 10/31/16 | 19.24 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.26 | 2.74 | 27,731 | 1.86 | 1.87 | 0.13 | 28 |
Year ended 10/31/15 | 22.21 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.24 | (3.22) | 47,808 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.25 | (0.05) | 2.00 | 1.95 | (0.04) | (0.95) | (0.99) | 22.21 | 9.62 | 78,125 | 1.80 | 1.82 | (0.22) | 23 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 17.65 | (0.07) | (0.04) | (0.11) | — | (1.15) | (1.15) | 16.39 | (0.80) | 133,804 | 1.82 (d) | 1.83 (d) | (0.40) (d) | 46 |
Year ended 10/31/17 | 17.32 | (0.04) | 2.16 | 2.12 | (0.02) | (1.77) | (1.79) | 17.65 | 12.98 | 167,073 | 1.85 | 1.86 | (0.25) | 30 |
Year ended 10/31/16 | 19.30 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.32 | 2.73 | 200,499 | 1.86 | 1.87 | 0.13 | 28 |
Year ended 10/31/15 | 22.27 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.30 | (3.22) | 239,765 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.30 | (0.05) | 2.01 | 1.96 | (0.04) | (0.95) | (0.99) | 22.27 | 9.64 | 282,091 | 1.80 | 1.82 | (0.22) | 23 |
... | ||||||||||||||
Class R | ||||||||||||||
Year ended 10/31/18 | 18.55 | 0.02 | (0.04) | (0.02) | (0.04) | (1.15) | (1.19) | 17.34 | (0.24) | 23,251 | 1.32 (d) | 1.33 (d) | 0.10 (d) | 46 |
Year ended 10/31/17 | 18.13 | 0.05 | 2.26 | 2.31 | (0.12) | (1.77) | (1.89) | 18.55 | 13.53 | 30,187 | 1.35 | 1.36 | 0.25 | 30 |
Year ended 10/31/16 | 20.12 | 0.11 | 0.34 | 0.45 | (0.16) | (2.28) | (2.44) | 18.13 | 3.24 | 35,654 | 1.36 | 1.37 | 0.63 | 28 |
Year ended 10/31/15 | 23.07 | 0.13 | (0.72) | (0.59) | (0.06) | (2.30) | (2.36) | 20.12 | (2.72) | 44,079 | 1.32 | 1.33 | 0.64 | 47 |
Year ended 10/31/14 | 22.03 | 0.06 | 2.07 | 2.13 | (0.14) | (0.95) | (1.09) | 23.07 | 10.19 | 67,910 | 1.30 | 1.32 | 0.28 | 23 |
... | ||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/18 | 18.76 | 0.08 | (0.04) | 0.04 | (0.12) | (1.15) | (1.27) | 17.53 | 0.07 | 17.317 | 0.97 (d) | 0.98 (d) | 0.45 (d) | 46 |
Year ended 10/31/17 | 18.32 | 0.11 | 2.28 | 2.39 | (0.18) | (1.77) | (1.95) | 18.76 | 13.94 | 19,028 | 1.00 | 1.01 | 0.60 | 30 |
Year ended 10/31/16 | 20.32 | 0.18 | 0.34 | 0.52 | (0.24) | (2.28) | (2.52) | 18.32 | 3.63 | 18,364 | 1.01 | 1.02 | 0.98 | 28 |
Year ended 10/31/15 | 23.30 | 0.21 | (0.74) | (0.53) | (0.15) | (2.30) | (2.45) | 20.32 | (2.42) | 19,329 | 0.97 | 0.98 | 0.99 | 47 |
Year ended 10/31/14 | 22.24 | 0.14 | 2.09 | 2.23 | (0.22) | (0.95) | (1.17) | 23.30 | 10.57 | 23,137 | 0.95 | 0.97 | 0.63 | 23 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 18.84 | 0.11 | (0.04) | 0.07 | (0.15) | (1.15) | (1.30) | 17.61 | 0.23 | 101,885 | 0.82 (d) | 0.83 (d) | 0.60 (d) | 46 |
Year ended 10/31/17 | 18.39 | 0.14 | 2.29 | 2.43 | (0.21) | (1.77) | (1.98) | 18.84 | 14.13 | 129,285 | 0.85 | 0.86 | 0.75 | 30 |
Year ended 10/31/16 | 20.40 | 0.20 | 0.34 | 0.54 | (0.27) | (2.28) | (2.55) | 18.39 | 3.76 | 102,182 | 0.86 | 0.87 | 1.13 | 28 |
Year ended 10/31/15 | 23.38 | 0.25 | (0.75) | (0.50) | (0.18) | (2.30) | (2.48) | 20.40 | (2.24) | 183,005 | 0.82 | 0.83 | 1.14 | 47 |
Year ended 10/31/14 | 22.31 | 0.18 | 2.09 | 2.27 | (0.25) | (0.95) | (1.20) | 23.38 | 10.75 | 479,371 | 0.80 | 0.82 | 0.78 | 23 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 19.58 | 0.13 | (0.06) | 0.07 | (0.16) | (1.15) | (1.31) | 18.34 | 0.25 | 12,018 | 0.76 (d) | 0.77 (d) | 0.66 (d) | 46 |
Year ended 10/31/17 | 19.05 | 0.16 | 2.38 | 2.54 | (0.24) | (1.77) | (2.01) | 19.58 | 14.19 | 29,835 | 0.77 | 0.78 | 0.83 | 30 |
Year ended 10/31/16 | 21.03 | 0.23 | 0.36 | 0.59 | (0.29) | (2.28) | (2.57) | 19.05 | 3.92 | 38,682 | 0.75 | 0.76 | 1.24 | 28 |
Year ended 10/31/15 | 24.04 | 0.27 | (0.78) | (0.51) | (0.20) | (2.30) | (2.50) | 21.03 | (2.22) | 110,943 | 0.73 | 0.74 | 1.23 | 47 |
Year ended 10/31/14 | 22.90 | 0.20 | 2.16 | 2.36 | (0.27) | (0.95) | (1.22) | 24.04 | 10.87 | 414,713 | 0.72 | 0.74 | 0.86 | 23 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 19.58 | 0.14 | (0.05) | 0.09 | (0.18) | (1.15) | (1.33) | 18.34 | 0.34 | 20,404 | 0.69 (d) | 0.70 (d) | 0.73 (d) | 46 |
Year ended 10/31/17 | 19.05 | 0.17 | 2.38 | 2.55 | (0.25) | (1.77) | (2.02) | 19.58 | 14.27 | 18,290 | 0.69 | 0.70 | 0.91 | 30 |
Year ended 10/31/16 | 21.04 | 0.24 | 0.36 | 0.60 | (0.31) | (2.28) | (2.59) | 19.05 | 3.99 | 2,948 | 0.68 | 0.69 | 1.31 | 28 |
Year ended 10/31/15 | 24.05 | 0.29 | (0.77) | (0.48) | (0.23) | (2.30) | (2.53) | 21.04 | (2.12) | 125,997 | 0.64 | 0.65 | 1.32 | 47 |
Year ended 10/31/14 | 22.91 | 0.22 | 2.16 | 2.38 | (0.29) | (0.95) | (1.24) | 24.05 | 10.96 | 135,294 | 0.63 | 0.65 | 0.95 | 23 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $3,270,950, $11,719, $156,054, $27,316, $18,934, $115,643, $16,459 and $21,439 for Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (date of conversion). |
(f) | Annualized. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $20.14 | $(0.05) | $1.41 | $ 1.36 | $ — | $(0.75) | $(0.75) | $20.75 | 6.95% | $ 114,570 | 1.02% (d) | 1.02% (d) | (0.24)% (d) | 35% |
Year ended 10/31/17 | 16.56 | (0.02) | 4.60 | 4.58 | — | (1.00) | (1.00) | 20.14 | 29.20 | 77,519 | 1.04 | 1.04 | (0.13) | 31 |
Year ended 10/31/16 | 17.59 | (0.01) | 0.11 | 0.10 | — | (1.13) | (1.13) | 16.56 | 0.81 | 50,217 | 1.05 | 1.05 | (0.05) | 47 |
Year ended 10/31/15 | 18.62 | (0.03) | 1.44 | 1.41 | — | (2.44) | (2.44) | 17.59 | 8.86 | 50,349 | 1.04 | 1.04 | (0.16) | 49 |
Year ended 10/31/14 | 16.40 | (0.03) | 2.62 | 2.59 | (0.03) | (0.34) | (0.37) | 18.62 | 16.06 | 30,382 | 1.05 | 1.05 | (0.18) | 52 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 18.47 | (0.04) | 1.99 | 1.95 | — | (0.75) | (0.75) | 19.67 | 10.94 | — | 1.77 (d)(g) | 1.77 (d)(g) | (0.99) (d)(g) | 35 |
Year ended 10/31/17 | 15.38 | (0.14) | 4.23 | 4.09 | — | (1.00) | (1.00) | 18.47 | 28.21 | 347 | 1.79 | 1.79 | (0.88) | 31 |
Year ended 10/31/16 | 16.53 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.38 | 0.09 | 280 | 1.80 | 1.80 | (0.80) | 47 |
Year ended 10/31/15 | 17.77 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.53 | 7.20 | 566 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.76 | (0.15) | 2.50 | 2.35 | — | (0.34) | (0.34) | 17.77 | 15.19 | 676 | 1.80 | 1.80 | (0.93) | 52 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 18.41 | (0.19) | 1.30 | 1.11 | — | (0.75) | (0.75) | 18.77 | 6.22 | 16,792 | 1.77 (d) | 1.77 (d) | (0.99) (d) | 35 |
Year ended 10/31/17 | 15.34 | (0.15) | 4.22 | 4.07 | — | (1.00) | (1.00) | 18.41 | 28.15 | 9,325 | 1.79 | 1.79 | (0.88) | 31 |
Year ended 10/31/16 | 16.49 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.34 | 0.09 | 5,008 | 1.80 | 1.80 | (0.80) | 47 |
Year ended 10/31/15 | 17.73 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.49 | 8.02 | 4,855 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.73 | (0.16) | 2.50 | 2.34 | — | (0.34) | (0.34) | 17.73 | 15.15 | 2,337 | 1.80 | 1.80 | (0.93) | 52 |
... | ||||||||||||||
Class P | ||||||||||||||
Year ended 10/31/18 | 20.39 | (0.02) | 1.43 | 1.41 | (0.00) | (0.75) | (0.75) | 21.05 | 7.13 | 2,024,211 | 0.87 (d) | 0.87 (d) | (0.09) (d) | 35 |
Year ended 10/31/17 | 16.75 | 0.00 | 4.65 | 4.65 | (0.01) | (1.00) | (1.01) | 20.39 | 29.32 | 2,044,421 | 0.89 | 0.89 | 0.02 | 31 |
Year ended 10/31/16 | 17.75 | 0.02 | 0.11 | 0.13 | — | (1.13) | (1.13) | 16.75 | 0.98 | 1,708,869 | 0.90 | 0.90 | 0.10 | 47 |
Year ended 10/31/15 | 18.74 | (0.00) | 1.45 | 1.45 | — | (2.44) | (2.44) | 17.75 | 9.03 | 1,821,733 | 0.89 | 0.89 | (0.01) | 49 |
Year ended 10/31/14 | 16.50 | (0.01) | 2.63 | 2.62 | (0.04) | (0.34) | (0.38) | 18.74 | 16.22 | 1,829,660 | 0.90 | 0.90 | (0.03) | 52 |
... | ||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/18 | 20.24 | (0.03) | 1.43 | 1.40 | — | (0.75) | (0.75) | 20.89 | 7.12 | 3,405 | 0.92 (d) | 0.92 (d) | (0.14) (d) | 35 |
Year ended 10/31/17 | 16.63 | (0.01) | 4.62 | 4.61 | (0.00) | (1.00) | (1.00) | 20.24 | 29.29 | 3,521 | 0.94 | 0.94 | (0.03) | 31 |
Year ended 10/31/16 | 17.64 | 0.01 | 0.11 | 0.12 | — | (1.13) | (1.13) | 16.63 | 0.92 | 3,164 | 0.95 | 0.95 | 0.05 | 47 |
Year ended 10/31/15 | 18.66 | (0.01) | 1.43 | 1.42 | — | (2.44) | (2.44) | 17.64 | 8.90 | 3,546 | 0.94 | 0.94 | (0.06) | 49 |
Year ended 10/31/14 | 16.43 | (0.01) | 2.62 | 2.61 | (0.04) | (0.34) | (0.38) | 18.66 | 16.18 | 3,685 | 0.95 | 0.95 | (0.08) | 52 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 20.34 | 0.00 | 1.43 | 1.43 | (0.02) | (0.75) | (0.77) | 21.00 | 7.25 | 14,818 | 0.77 (d) | 0.77 (d) | 0.01 (d) | 35 |
Year ended 10/31/17 | 16.71 | 0.02 | 4.64 | 4.66 | (0.03) | (1.00) | (1.03) | 20.34 | 29.46 | 13,881 | 0.79 | 0.79 | 0.12 | 31 |
Year ended 10/31/16 | 17.69 | 0.03 | 0.12 | 0.15 | — | (1.13) | (1.13) | 16.71 | 1.10 | 3,576 | 0.80 | 0.80 | 0.20 | 47 |
Year ended 10/31/15 | 18.67 | 0.02 | 1.44 | 1.46 | — | (2.44) | (2.44) | 17.69 | 9.13 | 2,170 | 0.79 | 0.79 | 0.09 | 49 |
Year ended 10/31/14 | 16.45 | 0.01 | 2.61 | 2.62 | (0.06) | (0.34) | (0.40) | 18.67 | 16.23 | 699 | 0.80 | 0.80 | 0.07 | 52 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 20.42 | 0.01 | 1.43 | 1.44 | (0.02) | (0.75) | (0.77) | 21.09 | 7.30 | 73 | 0.72 (d) | 0.72 (d) | 0.06 (d) | 35 |
Year ended 10/31/17 | 16.77 | 0.03 | 4.66 | 4.69 | (0.04) | (1.00) | (1.04) | 20.42 | 29.56 | 20 | 0.76 | 0.76 | 0.15 | 31 |
Year ended 10/31/16 | 17.75 | 0.04 | 0.11 | 0.15 | — | (1.13) | (1.13) | 16.77 | 1.10 | 17 | 0.74 | 0.74 | 0.26 | 47 |
Year ended 10/31/15 | 18.71 | 0.04 | 1.44 | 1.48 | — | (2.44) | (2.44) | 17.75 | 9.24 | 18 | 0.68 | 0.68 | 0.20 | 49 |
Year ended 10/31/14 | 16.46 | 0.03 | 2.63 | 2.66 | (0.07) | (0.34) | (0.41) | 18.71 | 16.50 | 541 | 0.69 | 0.69 | 0.18 | 52 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 20.42 | 0.01 | 1.43 | 1.44 | (0.02) | (0.75) | (0.77) | 21.09 | 7.29 | 11,057 | 0.72 (d) | 0.72 (d) | 0.06 (d) | 35 |
Year ended 10/31/17 (f) | 17.61 | 0.01 | 2.80 | 2.81 | — | — | — | 20.42 | 15.96 | 12 | 0.77 (g) | 0.77 (g) | 0.14 (g) | 31 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $98,637, $351, $13,830, $2,150,720, $3,638, $14,216, $40 and $8,184 for Class A, Class B, Class C, Class P, Class S, Class Y, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (the date of conversion). |
(f) | Commencement date of April 4, 2017. |
(g) | Annualized. |
■ | 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 Charter Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Charter Fund — Class S | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.98% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% |
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 | 4.02% | 8.19% | 12.53% | 17.04% | 21.74% | 26.62% | 31.69% | 36.98% | 42.47% | 48.18% |
End of Year Balance | $10,402.00 | $10,819.12 | $11,252.97 | $11,704.21 | $12,173.55 | $12,661.71 | $13,169.44 | $13,697.54 | $14,246.81 | $14,818.11 |
Estimated Annual Expenses | $ 99.97 | $ 105.04 | $ 109.26 | $ 113.64 | $ 118.19 | $ 122.93 | $ 127.86 | $ 132.99 | $ 138.32 | $ 143.87 |
... |
Invesco Summit Fund — Class S | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.92% | 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 | 4.08% | 8.33% | 12.75% | 17.35% | 22.13% | 27.12% | 32.30% | 37.70% | 43.32% | 49.17% |
End of Year Balance | $10,408.00 | $10,832.65 | $11,274.62 | $11,734.62 | $12,213.40 | $12,711.70 | $13,230.34 | $13,770.14 | $14,331.96 | $14,916.70 |
Estimated Annual Expenses | $ 93.88 | $ 97.71 | $ 101.69 | $ 105.84 | $ 110.16 | $ 114.66 | $ 119.33 | $ 124.20 | $ 129.27 | $ 134.54 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
■ | Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
■ | Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
■ | Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
■ | Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
Share Classes | |||
Class A | Class C | Class R | Class Y |
■ Initial sales charge which may be waived or reduced 1 | ■ No initial sales charge | ■ No initial sales charge | ■ No initial sales charge |
■ CDSC on certain redemptions 1 | ■ CDSC on redemptions within one year 3 | ■ No CDSC | ■ No CDSC |
■ 12b-1 fee of up to 0.25% 2 | ■ 12b-1 fee of up to 1.00% 4 | ■ 12b-1 fee of up to 0.50% | ■ No 12b-1 fee |
■ Investors may only open an account to purchase Class C shares if they have appointed a financial intermediary. This restriction does not apply to Employer Sponsored Retirement and Benefit Plans. | ■ Does not convert to Class A shares | ■ Does not convert to Class A shares | |
■ Purchase maximums apply | ■ Intended for Employer Sponsored Retirement and Benefit Plans |
1 | Invesco Conservative Income Fund does not have initial sales charges or CDSCs on redemptions. |
2 | Class A2 shares of Invesco Limited Term Municipal Income Fund and Investor Class shares of Invesco Government Money Market Fund, Invesco Tax-Exempt Cash Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio do not have a 12b-1 fee; Invesco Short Term Bond Fund Class A shares and Invesco Short Duration Inflation Protected Fund Class A2 shares have a 12b-1 fee of 0.15%; and Invesco Tax-Exempt Cash Fund and Invesco Conservative Income Fund Class A shares have a 12b-1 fee of 0.10%. |
3 | CDSC does not apply to redemption of Class C shares of Invesco Short Term Bond Fund unless you received Class C shares of Invesco Short Term Bond Fund through an exchange from Class C shares from another Invesco Fund that is still subject to a CDSC. |
4 | The 12b-1 fee for Class C shares of certain Funds is less than 1.00%. The “Fees and Expenses of the Fund—Annual Fund Operating Expenses” section of this prospectus reflects the actual 12b-1 fees paid by a Fund. |
■ | Investor Class shares: Invesco Diversified Dividend Fund, Invesco Dividend Income Fund, Invesco Energy Fund, Invesco European Growth Fund, Invesco Gold & Precious Metals Fund, Invesco Health Care Fund, Invesco High Yield Fund, Invesco Income Fund, Invesco International Core Equity Fund, Invesco Low Volatility Equity Yield Fund, Invesco Government Money Market Fund, Invesco Municipal Income Fund, Invesco Real Estate Fund, |
Invesco Small Cap Growth Fund, Invesco Tax-Exempt Cash Fund, Invesco Technology Fund, Invesco Premier Portfolio, Invesco Premier Tax-Exempt Portfolio and Invesco Premier U.S. Government Money Portfolio. |
■ | Class A2 shares: Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund; |
■ | Class AX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class CX shares: Invesco Balanced-Risk Retirement Funds and Invesco Government Money Market Fund; |
■ | Class RX shares: Invesco Balanced-Risk Retirement Funds; |
■ | Class P shares: Invesco Summit Fund; |
■ | Class S shares: Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund; and |
■ | Invesco Cash Reserve Shares: Invesco Government Money Market Fund. |
■ | Investors who established accounts prior to April 1, 2002, in Investor Class shares with Invesco Distributors, Inc. (Invesco Distributors) who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons) without a designated intermediary. These investors are referred to as “Investor Class grandfathered investors.” |
■ | Customers of a financial intermediary that has had an agreement with the Funds’ distributor or any Funds that offered Investor Class shares prior to April 1, 2002, that has continuously maintained such agreement. These intermediaries are referred to as “Investor Class grandfathered intermediaries.” |
■ | Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Invesco Limited Term Municipal Income Fund, Class A2 shares. |
■ | Invesco Government Money Market Fund, Investor Class shares. |
■ | Invesco Tax-Exempt Cash Fund, Investor Class shares. |
■ | Invesco Premier Portfolio, Investor Class shares. |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares. |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares. |
■ | All Funds, Class Y shares |
■ | Class A shares: 0.25% |
■ | Class C shares: 1.00% |
■ | Class P shares: 0.10% |
■ | Class R shares: 0.50% |
■ | Class S shares: 0.15% |
■ | Invesco Cash Reserve Shares: 0.15% |
■ | Investor Class shares: 0.25% |
Category I Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 50,000 | 5.50% | 5.82% |
... | |||
$50,000 but less than | $ 100,000 | 4.50 | 4.71 |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.75 | 2.83 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category II Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 4.25% | 4.44% |
... | |||
$100,000 but less than | $ 250,000 | 3.50 | 3.63 |
... | |||
$250,000 but less than | $ 500,000 | 2.50 | 2.56 |
... | |||
$500,000 but less than | $1,000,000 | 2.00 | 2.04 |
... |
Category III Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 1.00% | 1.01% |
... | |||
$100,000 but less than | $ 250,000 | 0.75 | 0.76 |
... | |||
$250,000 but less than | $1,000,000 | 0.50 | 0.50 |
... |
Category IV Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $100,000 | 2.50% | 2.56% |
... | |||
$100,000 but less than | $250,000 | 1.75 | 1.78 |
... | |||
$250,000 but less than | $500,000 | 1.25 | 1.27 |
... |
■ | Investors who purchase shares through a fee-based advisory account with an approved financial intermediary. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account. |
■ | Employer Sponsored Retirement and Benefit Plans maintained on retirement platforms or by the Funds’ transfer agent or its affiliates: |
■ | with assets of at least $1 million; or |
■ | with at least 100 employees eligible to participate in the plan; or |
■ | that execute plan level or multiple-plan level transactions through a single omnibus account per Fund. |
■ | Any investor who purchases his or her shares with the proceeds of an in kind rollover, transfer or distribution from a Retirement and Benefit Plan where the account being funded by such rollover is to be maintained by the same financial intermediary, trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof. |
■ | Investors who own Investor Class shares of a Fund, who purchase Class A shares of a different Fund through the same account in which the Investor Class Shares were first purchased. |
■ | Funds of funds or other pooled investment vehicles. |
■ | Insurance company separate accounts (except for Invesco Tax-Exempt Cash Fund). |
■ | Any current or retired trustee, director, officer or employee of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Any registered representative or employee of any financial intermediary who has an agreement with Invesco Distributors to sell shares of the Invesco Funds (this includes any members of his or her immediate family). |
■ | Any investor purchasing shares through a financial intermediary that has a written arrangement with the Funds’ distributor in which the Funds’ distributor has agreed to participate in a no transaction fee program in which the financial intermediary will make Class A shares available without the imposition of a sales charge. |
■ | reinvesting dividends and distributions; |
■ | exchanging shares of one Fund that were previously assessed a sales charge for shares of another Fund; |
■ | purchasing shares in connection with the repayment of an Employer Sponsored Retirement and Benefit Plan loan administered by the Funds’ transfer agent; and |
■ | purchasing Class A shares with proceeds from the redemption of Class C, Class R or Class Y shares where the redemption and purchase are |
effectuated on the same business day due to the distribution of a Retirement and Benefit Plan maintained by the Funds’ transfer agent or one of its affiliates. |
■ | Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan; |
■ | Shares purchased by or through a 529 Plan; |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program; |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform; |
■ | Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable); |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family); |
■ | Shares converted from Class C ( i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date; |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members; |
■ | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | CDSC Waivers on A and C Shares available at Merrill Lynch |
■ | Death or disability of the shareholder; |
■ | Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus; |
■ | Return of excess contributions from an IRA Account; |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 ; |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch; |
■ | Shares acquired through a right of reinstatement; and |
■ | Shares held in retirement brokerage accounts, that are converted to a lower cost share class due to transfer to a fee based account or platform (applicable to A and C shares only). |
■ | Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent |
■ | Breakpoints as described in this prospectus; |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets; and |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable). |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
■ | Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family). |
■ | Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges. |
■ | Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
■ | Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement). |
■ | Automatic Exchange of Class C shares |
■ | Class C shares will automatically exchange to Class A shares in the month of the 10-year anniversary of the purchase date. |
■ | Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans; |
■ | Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules; |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund; |
■ | Shares purchased through a Morgan Stanley self-directed brokerage account; |
■ | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program; and |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
■ | Front-end sales load waivers on Class A shares available at Raymond James |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family). |
■ | Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
■ | CDSC Waivers on Classes A and C shares available at Raymond James |
■ | Death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
■ | Return of excess contributions from an IRA Account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 as described in the fund’s prospectus. |
■ | Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
■ | Shares acquired through a right of reinstatement. |
■ | Front-end load discounts available at Raymond James: breakpoints, and/or rights of accumulation |
■ | Breakpoints as described in this prospectus. |
■ | Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets. |
1. | an individual account owner; |
2. | immediate family of the individual account owner (which includes the individual’s spouse or domestic partner; the individual’s children, step-children or grandchildren; the spouse or domestic partner of the individual’s children, step-children or grandchildren; the individual’s parents and step-parents; the parents or step-parents of the individual’s spouse or domestic partner; the individual’s grandparents; and the individual’s siblings); |
3. | a Retirement and Benefit Plan so long as the plan is established exclusively for the benefit of an individual account owner; and |
4. | a Coverdell Education Savings Account (Coverdell ESA), maintained pursuant to Section 530 of the Code (in either case, the account must be established by an individual account owner or have an individual account owner named as the beneficiary thereof). |
a) | the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the Invesco Funds will not accept separate contributions submitted with respect to individual participants); |
b) | each transmittal is accompanied by checks or wire transfers; and |
c) | if the Invesco Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies Invesco Distributors or its designee in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal. |
■ | If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period. |
■ | If you redeem shares to pay account fees. |
■ | If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. |
■ | Class C shares of Invesco Short Term Bond Fund. |
■ | Class A shares of Invesco Tax-Exempt Cash Fund. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund. |
■ | Invesco Cash Reserve Shares of Invesco Government Money Market Fund. |
■ | Investor Class shares of any Fund. |
■ | Class P shares of Invesco Summit Fund. |
■ | Class S shares of Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund. |
■ | Class Y shares of any Fund. |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
... | ||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
... | ||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
... | ||
All other accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
... | ||
IRAs and Coverdell ESAs | 250 | 25 |
... | ||
All other accounts | 1,000 | 50 |
... |
Opening An Account | Adding To An Account | |
Through a Financial Adviser | Contact your financial adviser. | Contact your financial adviser. |
By Mail |
Mail
completed account application and check to the Funds’ transfer agent,
Invesco Investment Services, Inc. P.O. Box 219078, Kansas City, MO 64121-9078. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
Mail your check and the remittance slip from your confirmation statement to the Funds’ transfer agent. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash. |
By Wire | Mail completed account application to the Funds’ transfer agent. Call the Funds’ transfer agent at (800) 959-4246 to receive a reference number. Then, use the wire instructions provided below. | Call the Funds’ transfer agent to receive a reference number. Then, use the wire instructions provided below. |
Wire Instructions |
Beneficiary
Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639 Beneficiary Account Name: Invesco Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account # |
|
By Telephone | Open your account using one of the methods described above. | Select the Bank Account Information option on your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the Funds’ transfer agent. Once the Funds’ transfer agent has received the form, call the Funds’ transfer agent at the number below to place your purchase order. |
Automated Investor Line | Open your account using one of the methods described above. | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. |
By Internet | Open your account using one of the methods described above. | Access your account at www.invesco.com/us. The proper bank instructions must have been provided on your account. You may not purchase shares in Retirement and Benefit Plans on the internet. |
... |
■ | Your account balance in the Fund paying the dividend or distribution must be at least $5,000; and |
■ | Your account balance in the Fund receiving the dividend or distribution must be at least $500. |
How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. |
By Mail | Send a written request to the Funds’ transfer agent which includes: |
■
Original signatures of all registered owners/trustees;
■ The dollar value or number of shares that you wish to redeem; ■ The name of the Fund(s) and your account number; ■ The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and |
|
■
Signature guarantees, if necessary (see below).
The Funds’ transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from a Retirement and Benefit Plan, you must complete the appropriate distribution form. |
|
By Telephone |
Call
the Funds’ transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:
■ Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 15 days) or transferred electronically to a pre-authorized checking account; ■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have not previously declined the telephone redemption privilege. |
You may, in limited circumstances, initiate a redemption from an Invesco IRA by telephone. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. | |
Automated Investor Line | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested. |
By Internet |
Place
your redemption request at www.invesco.com/us. You will be allowed to redeem by Internet if:
■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have already provided proper bank information. Redemptions from Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. |
... |
■ | Invesco Government Money Market Fund, Invesco Cash Reserve Shares, Class AX shares, Class Y shares and Investor Class shares |
■ | Invesco Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares |
■ | Invesco Premier Portfolio, Investor Class shares |
■ | Invesco Premier Tax-Exempt Portfolio, Investor Class shares |
■ | Invesco Premier U.S. Government Money Portfolio, Investor Class shares |
■ | When your redemption proceeds exceed $250,000 per Fund. |
■ | When you request that redemption proceeds be paid to someone other than the registered owner of the account. |
■ | When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account. |
■ | When you request that redemption proceeds be sent to a new address or an address that changed in the last 15 days. |
Exchange From | Exchange To |
Invesco Cash Reserve Shares | Class A, C, R, Investor Class |
... | |
Class A | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class A2 | Class A, Investor Class, Invesco Cash Reserve Shares |
... | |
Class AX | Class A, AX, Investor Class, Invesco Cash Reserve Shares |
... | |
Investor Class | Class A, Investor Class |
... | |
Class P | Class A, Invesco Cash Reserve Shares |
... | |
Class S | Class A, S, Invesco Cash Reserve Shares |
... |
Exchange From | Exchange To |
Class C | Class C |
... | |
Class CX | Class C, CX |
... | |
Class R | Class R |
... | |
Class RX | Class R, RX |
... | |
Class Y | Class Y |
... |
■ | Investor Class shares cannot be exchanged for Class A shares of any Fund which offers Investor Class shares. |
■ | Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund cannot be exchanged for Class A shares of those Funds. |
■ | Invesco Cash Reserve Shares cannot be exchanged for Class C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund. |
■ | All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans. |
■ | Conversions into Class A from Class A2 of the same Fund. |
■ | Conversions into Class A2, Class AX, Class CX, Class P, Class RX or Class S of the same Fund. |
■ | Reject or cancel all or any part of any purchase or exchange order. |
■ | Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund. |
■ | Reject or cancel any request to establish a Systematic Purchase Plan or Systematic Redemption Plan. |
■ | Modify or terminate any sales charge waivers or exceptions. |
■ | Suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Trade activity monitoring. |
■ | Discretion to reject orders. |
■ | Purchase blocking. |
■ | The use of fair value pricing consistent with procedures approved by the Board. |
■ | The money market funds are offered to investors as cash management vehicles; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds. |
■ | With respect to the money market funds maintaining a constant net asset value, the money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, the money market funds are not subject to price arbitrage opportunities. |
■ | With respect to the money market funds maintaining a constant net asset value, because such Funds seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Funds upon redemption than other mutual funds. |
■ | A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a Fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate. |
■ | Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares. |
■ | A portion of income dividends paid by a Fund to you may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates. |
■ | The use of derivatives by a Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the Internal Revenue Service (IRS). Cost basis will be calculated using the Fund’s default method of average cost, unless you instruct the Fund to use a different calculation method. As a service to you, the Fund will continue to provide to you (but not the IRS) cost basis information for shares acquired before 2012, when available, using the average cost method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.Invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be |
subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. | |
■ | 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. |
■ | 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. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
■ | If a Fund invests in an underlying fund taxed as a RIC, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal |
income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for noncorporate shareholders, unless such municipal securities were issued in 2009 or 2010. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains. |
■ | A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends-received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders. |
■ | Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you. |
■ | There are risks that: (a) a security issued as tax-exempt may be reclassified by the IRS or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline. |
■ | A Fund does not anticipate realizing any long-term capital gains. |
■ | If a Fund, other than Invesco Premier Tax-Exempt Portfolio, expects to maintain a stable net asset value of $1.00 per share, investors should not have any gain or loss on sale or exchange of Fund shares (unless the investor incurs a liquidity fee on such sale or exchange). See “Liquidity Fees and Redemption Gates.” |
■ | Invesco Premier Tax-Exempt Portfolio rounds its current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on sale or exchange of shares of the Fund calculated by subtracting your cost basis from the gross proceeds received from the sale or exchange. |
■ | There is some degree of uncertainty with respect to the tax treatment of liquidity fees received by a Fund, and such tax treatment may be the subject of future IRS guidance. If a Fund receives liquidity fees, it will consider the appropriate tax treatment of such fees to the Fund at such time. |
■ | Regarding Invesco Premier Tax-Exempt Portfolio, because the Fund is not expected to maintain a stable share price, a sale or exchange of Fund shares may result in a capital gain or loss for you. Unless you choose to adopt a simplified “NAV method” of accounting (described below), any capital gain or loss on the sale or exchange of Fund shares (as noted above) generally will be treated either as short-term if you held your Fund shares for one year or less, or long-term if you held your Fund shares longer. If you elect to adopt the NAV method of accounting, rather than computing gain or loss on every taxable disposition of Fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your Fund shares during a computation period (such as your taxable year), reduced by your net investment |
(purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss. |
■ | Because of “noncash” expenses such as property depreciation, the cash flow of a REIT that owns properties will exceed its taxable income. The REIT, and in turn a Fund, may distribute this excess cash to shareholders. Such a distribution is classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | Dividends paid to shareholders from the Funds’ investments in U.S. REITs generally will not qualify for taxation at long-term capital gain rates applicable to qualified dividend income. |
■ | The Fund may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts. |
■ | Under the Tax Cuts and Jobs Act, “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the Fund to pass through the special character of “qualified REIT dividends” to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares. |
■ | The Fund’s foreign shareholders should see the SAI for a discussion of the risks and special tax consequences to them from a sale of a U.S. real property interest by a REIT in which the Fund invests. |
■ | Taxes, penalties, and interest associated with an audit of a partnership are generally required to be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of a partnership that a Fund invests in (including MLPs taxed as partnerships) could result in the Fund being required to pay federal income tax. A Fund may have little input in any audit asserted against a partnership and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if a partnership in which the Fund invests were to remain classified as a partnership (instead of as a corporation), it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such partnership, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act “qualified publicly traded partnership income” is treated as eligible for a 20% deduction by noncorporate taxpayers. The legislation does not contain a provision permitting a RIC, such as a Fund, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Fund to pass through the special character of “qualified publicly traded partnership income” to its shareholders. |
■ | Some amounts received by a Fund from the MLPs in which it invests likely will be treated as returns of capital to such Fund because of accelerated deductions available to the MLPs. The receipt of returns of capital from the MLPs in which a Fund invests could cause some or all of the Fund’s distributions to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Funds’ strategies of investing through their respective Subsidiary in derivatives and other financially linked instruments whose performance is expected to correspond to the commodity markets may cause the Funds to recognize more ordinary income and short-term capital gains taxable as ordinary income than would be the case if the Funds invested directly in commodities. |
■ | The Funds must meet certain requirements under the Code for favorable tax treatment as a RIC, including asset diversification and income requirements. The Funds intend to treat the income each derives from commodity-linked notes as qualifying income based on an opinion from counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. Further, each Fund anticipates that its respective Subsidiary will distribute the “Subpart F” income earned by such Subsidiary each year, which a Fund will treat as qualifying income. If, contrary to the opinion of counsel, the proposed regulations or other guidance issued by the IRS, the IRS were to determine such income is non-qualifying, a Fund might fail to satisfy the income requirement. In lieu of disqualification, the Funds are permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. |
■ | The Invesco Balanced-Risk Commodity Strategy Fund received a PLR from the IRS holding that income from a form of commodity-linked note is qualifying income. However, the IRS has revoked the ruling on a prospective basis, thus allowing the Fund to continue to rely on its private letter ruling to treat income from commodity-linked notes purchased on or before June 30, 2017 as qualifying income. After that time the Invesco Balanced-Risk Commodity Strategy Fund expects to rely on the opinion of counsel described above. |
■ | The Funds may realize gains from the sale or other disposition of foreign currencies (including but not limited to gains from options, futures or forward contracts) derived from investing in securities or foreign currencies. The U.S. Treasury Department is authorized to issue regulations on whether the realization of such foreign currency gains is qualified income for the Funds. If such regulations are issued, each Fund may not qualify as a RIC and/or the Fund may change its investment policy. As of the date of this prospectus, no regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. Additionally, the IRS has not issued any guidance on how to apply the asset diversification test to such foreign currency positions. Thus, the IRS’ determination as to how to treat such foreign currency positions for purposes of satisfying the asset diversification test might differ from that of each Fund resulting in the Fund’s failure to qualify as a RIC. In lieu of disqualification, each Fund is permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. |
■ | The Funds’ transactions in foreign currencies may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease the Funds' ordinary income distributions to you, and may cause some or all of the Funds' previously distributed income to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Fund intends to invest a significant portion of its assets in MLPs, which are generally treated as partnerships for U.S. federal income tax purposes. To the extent that the Fund invests in equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund will be required to take into account the Fund’s allocable share of the income, gains, losses, deductions, and credits recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders. |
■ | The Fund will recognize gain or loss on the sale, exchange or other taxable disposition of its portfolio assets, including equity securities of MLPs, equal to the difference between the amount realized by the Fund on the sale, exchange or other taxable disposition and the Fund’s adjusted tax basis in such assets. Any such gain will be subject to U.S. federal income tax at the corporate income tax rate, regardless of how long the Fund has held such assets since preferential capital gain rates do not apply to regular corporations such as the Fund. The amount realized by the Fund in any case generally will be the amount paid by the purchaser of the assets plus, in the case of MLP equity securities, the Fund’s allocable share, if any, of the MLP’s debt that will be allocated to the purchaser as a result of the sale, exchange or other taxable disposition. The Fund’s tax basis in its equity securities in an MLP generally is equal to the amount the Fund paid for the equity securities, (i) increased by the Fund’s allocable share of the MLP’s net taxable income and certain MLP debt, if any, and (ii) decreased by the Fund’s allocable share of the MLP’s net losses and any distributions received by the Fund from the MLP. Although any distribution by an MLP to the Fund in excess of the Fund’s allocable share of such MLP’s net taxable income may create a temporary economic benefit to the Fund, net of a deferred tax liability, such distribution will decrease the Fund’s tax basis in its MLP investment and will therefore increase the amount of gain (or decrease the amount of loss) that will be recognized on the sale of an equity security in the MLP by the Fund. To the extent that the Fund has a net capital loss in any year, the net capital loss can be carried back three taxable years and forward five taxable years to reduce the Fund’s capital gains in such years. In the |
■ | Distributions by the Fund of cash or property in respect of the shares (other than certain distributions in redemption of shares) will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Generally, the Fund’s earnings and profits are computed based upon the Fund’s taxable income (loss), with certain specified adjustments. Any such dividend likely will be eligible for the dividends-received deduction if received by an otherwise qualifying corporate U.S. shareholder that meets certain holding period and other requirements for the dividends-received deduction. Dividends paid by the Fund to certain non-corporate U.S. shareholders (including individuals), generally are eligible for U.S. federal income taxation at the rates generally applicable to long-term capital gains for individuals provided that the U.S. shareholder receiving the dividend satisfies applicable holding period and other requirements. Otherwise, dividends paid by the Fund to non-corporate U.S. Shareholders (including individuals) will be taxable at ordinary income rates. |
■ | If the amount of a Fund distribution exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax- deferred return of capital to the extent of, and in reduction of, a shareholder’s tax basis in the shares, and thereafter as capital gain to the extent the shareholder held the shares as a capital asset. Any such capital gain will be long-term capital gain if such shareholder has held the applicable shares for more than one year. The portion of the distribution received by a shareholder from the Fund that is treated as a return of capital will decrease the shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. |
■ | The Fund anticipates that the cash distributions it will receive with respect to its investments in equity securities of MLPs and which it will distribute to its shareholders will exceed the Fund’s current and accumulated earnings and profits. Accordingly, the Fund expects that only a part of its distributions to shareholders with respect to the shares will be treated as dividends for U.S. federal income tax purposes. No assurance, however, can be given in this regard. |
■ | Special rules may apply to the calculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculated using the straight-line depreciation method rather than the accelerated depreciation method. This difference in treatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxable income or loss in a particular year if the MLPs in which the Fund invests calculate their income using accelerated depreciation. Because of these special earnings profits rules, the Fund may make distributions in a particular year out of earnings and profits (treated as dividends) in excess of the amount of the Fund’s taxable income or loss for such year, which means that a larger percentage of the Fund ’s distributions could be taxable to shareholders as ordinary income instead of tax-deferred return of capital or capital gain. |
■ | Shareholders that receive distributions in shares rather than in cash will be treated for U.S. federal income tax purposes as having (i) received a cash distribution equal to the fair market value of the shares received and (ii) reinvested such amount in shares. |
■ | A redemption of shares will be treated as a sale or exchange of such shares, provided the redemption is not essentially equivalent to a dividend, is a substantially disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation of such Fund. Redemptions that do not qualify for sale or exchange treatment will be treated as distributions as described above. Upon a redemption treated as a sale or exchange under these rules, a shareholder generally will recognize capital gain or loss equal to the difference between the adjusted tax basis of his or her shares and the amount received when they are sold. |
■ | If the Fund is required to sell portfolio securities to meet redemption requests, the Fund may recognize income and gains for U.S. federal, state and local income and other tax purposes, which may result in the imposition of corporate income or other taxes on the Fund and may increase the Fund’s current and accumulated earnings and profits, which will result in a greater portion of distributions to Fund shareholders being treated as dividends. Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the IRS. Cost basis will be calculated using the Fund’s default method of first-in, first-out (FIFO), unless you instruct the Fund to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. |
■ | A 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on |
proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). 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. |
■ | Recent legislation (which by its terms became effective for taxable years beginning after December 31, 2017) generally requires that taxes, penalties, and interest associated with an audit of a partnership be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of an MLP taxed as a partnership that the Fund invests in could result in the Fund being required to pay federal income tax. The Fund may have little input in any audit asserted against an MLP and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if an MLP in which the Fund invests were to remain classified as a partnership, it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such MLP, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act certain “qualified publicly traded partnership income” (e.g., certain income from certain of the MLPs in which the Fund invests) is treated as eligible for a 20% deduction by noncorporate taxpayers. The Tax Cuts and Jobs Act does not contain a provision permitting an entity, such as the Fund, to benefit from this deduction (since the Fund is taxed as a “C” corporation) or pass the special character of this income through to its shareholders. Qualified publicly traded partnership income allocated to a noncorporate investor investing directly in an MLP might, however, be eligible for the deduction. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Charter Fund
SEC 1940 Act file number: 811-01424 |
Invesco Summit Fund |
invesco.com/us | AEF-PRO-1-S |
Prospectus | February 28, 2019 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||
Class: | R5 | R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None |
... | ||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
... |
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2020. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class R5 | $79 | $248 | $432 | $965 |
... | ||||
Class R6 | $72 | $226 | $394 | $882 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class R5 shares: Inception (7/30/1991) | |||
Return Before Taxes | -9.35% | 2.98% | 9.19% |
Return After Taxes on Distributions | -11.51 | 0.53 | 7.68 |
Return After Taxes on Distributions and Sale of Fund Shares | -3.88 | 2.24 | 7.51 |
... | |||
Class R6 shares 1 : Inception (9/24/2012) | -9.35 | 3.04 | 9.07 |
... | |||
Russell 1000 Index (reflects no deductions for fees, expenses or taxes) | -4.78 | 8.21 | 13.28 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Large Cap Core Funds Index | -5.13 | 7.33 | 12.09 |
... |
1 | Class R6 shares’ performance shown prior to the inception date is that of the Class A shares at net asset value (NAV) and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is November 26, 1968. |
Portfolio Manager | Title | Length of Service on the Fund |
Ronald Sloan | Portfolio Manager | 2002 |
... |
Shareholder Fees (fees paid directly from your investment) | ||
Class: | R5 | R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None |
... | ||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
... |
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2020. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class R5 | $53 | $169 | $295 | $664 |
... | ||||
Class R6 | $43 | $137 | $240 | $541 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class R5 shares: Inception (10/25/2005) | |||
Return Before Taxes | -7.54% | 5.70% | 11.18% |
Return After Taxes on Distributions | -9.14 | 4.49 | 10.27 |
Return After Taxes on Distributions and Sale of Fund Shares | -3.23 | 4.41 | 9.24 |
... | |||
Class R6 shares 1 : Inception (9/24/2012) | -7.45 | 5.80 | 11.08 |
... | |||
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes) | -8.27 | 5.95 | 11.18 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Large-Cap Value Funds Index | -7.58 | 5.95 | 11.03 |
... |
1 | Class R6 shares’ performance shown prior to the inception date is that of Class A shares at net asset value (NAV) and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is December 31, 2001. |
Portfolio Managers | Title | Length of Service on the Fund |
Meggan Walsh | Portfolio Manager (lead) | 2002 |
... | ||
Robert Botard | Portfolio Manager | 2014 |
... | ||
Kristina Bradshaw | Portfolio Manager | 2014 |
... | ||
Chris McMeans | Portfolio Manager | 2016 |
... |
Shareholder Fees (fees paid directly from your investment) | ||
Class: | R5 | R6 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None |
... | ||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
... |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||
Class: | R5 | R6 |
Management Fees | 0.63% | 0.63% |
... | ||
Distribution and/or Service (12b-1) Fees | None | None |
... | ||
Other Expenses | 0.09 | 0.09 |
... | ||
Total Annual Fund Operating Expenses | 0.72 | 0.72 |
... |
1 Year | 3 Years | 5 Years | 10 Years | |
Class R5 | $74 | $230 | $401 | $894 |
... | ||||
Class R6 | $74 | $230 | $401 | $894 |
... |
Average Annual Total Returns (for the periods ended December 31, 2018) | |||
1
Year |
5
Years |
10
Years |
|
Class R5 shares: Inception (10/3/2008) | |||
Return Before Taxes | -2.66% | 8.67% | 12.39% |
Return After Taxes on Distributions | -5.07 | 6.60 | 11.20 |
Return After Taxes on Distributions and Sale of Fund Shares | 0.29 | 6.59 | 10.21 |
... | |||
Class R6 shares 1 : Inception (4/4/2017) | -2.66 | 8.43 | 12.06 |
... | |||
Russell 1000 Growth Index (reflects no deductions for fees, expenses or taxes) | -1.51 | 10.40 | 15.29 |
... | |||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | -4.38 | 8.49 | 13.12 |
... | |||
Lipper Multi-Cap Growth Funds Index | -3.23 | 8.01 | 14.10 |
... |
1 | Class R6 shares’ performance shown prior to the inception date is that of Class A shares at net asset value (NAV) and includes the 12b-1 fees applicable to Class A shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is October 31, 2005. |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Voss | Portfolio Manager (lead) | 2012 |
... | ||
Ido Cohen | Portfolio Manager | 2013 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund |
may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient, as described under the “Taxes” section of the prospectus. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Ronald Sloan, Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Meggan Walsh (lead manager), Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1991. |
■ | Robert Botard, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 1993. |
■ | Kristina Bradshaw, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2006. |
■ | Chris McMeans, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2008. |
■ | Erik Voss (lead manager), Portfolio Manager, who has been responsible for the Fund since 2012 and has been associated with Invesco and/or its affiliates since 2010. |
■ | Ido Cohen, Portfolio Manager, who has been responsible for the Fund since 2013 and has been associated with Invesco and/or its affiliates since 2010. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $18.75 | $ 0.06 | $(0.04) | $ 0.02 | $(0.10) | $(1.15) | $(1.25) | $17.52 | (0.04)% | $2,951,279 | 1.07% (d) | 1.08% (d) | 0.35% (d) | 46% |
Year ended 10/31/17 | 18.31 | 0.09 | 2.29 | 2.38 | (0.17) | (1.77) | (1.94) | 18.75 | 13.83 | 3,363,073 | 1.10 | 1.11 | 0.50 | 30 |
Year ended 10/31/16 | 20.30 | 0.16 | 0.34 | 0.50 | (0.21) | (2.28) | (2.49) | 18.31 | 3.54 | 3,467,887 | 1.11 | 1.12 | 0.88 | 28 |
Year ended 10/31/15 | 23.28 | 0.19 | (0.74) | (0.55) | (0.13) | (2.30) | (2.43) | 20.30 | (2.53) | 3,869,488 | 1.07 | 1.08 | 0.89 | 47 |
Year ended 10/31/14 | 22.22 | 0.12 | 2.09 | 2.21 | (0.20) | (0.95) | (1.15) | 23.28 | 10.48 | 4,517,960 | 1.05 | 1.07 | 0.53 | 23 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 17.58 | (0.02) | 1.56 | 1.54 | — | (1.15) | (1.15) | 17.97 | 9.23 | — | 1.82 (d)(f) | 1.83 (d)(f) | (0.40) (d)(f) | 46 |
Year ended 10/31/17 | 17.26 | (0.04) | 2.15 | 2.11 | (0.02) | (1.77) | (1.79) | 17.58 | 12.96 | 12,494 | 1.85 | 1.86 | (0.25) | 30 |
Year ended 10/31/16 | 19.24 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.26 | 2.74 | 27,731 | 1.86 | 1.87 | 0.13 | 28 |
Year ended 10/31/15 | 22.21 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.24 | (3.22) | 47,808 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.25 | (0.05) | 2.00 | 1.95 | (0.04) | (0.95) | (0.99) | 22.21 | 9.62 | 78,125 | 1.80 | 1.82 | (0.22) | 23 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 17.65 | (0.07) | (0.04) | (0.11) | — | (1.15) | (1.15) | 16.39 | (0.80) | 133,804 | 1.82 (d) | 1.83 (d) | (0.40) (d) | 46 |
Year ended 10/31/17 | 17.32 | (0.04) | 2.16 | 2.12 | (0.02) | (1.77) | (1.79) | 17.65 | 12.98 | 167,073 | 1.85 | 1.86 | (0.25) | 30 |
Year ended 10/31/16 | 19.30 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.32 | 2.73 | 200,499 | 1.86 | 1.87 | 0.13 | 28 |
Year ended 10/31/15 | 22.27 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.30 | (3.22) | 239,765 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.30 | (0.05) | 2.01 | 1.96 | (0.04) | (0.95) | (0.99) | 22.27 | 9.64 | 282,091 | 1.80 | 1.82 | (0.22) | 23 |
... | ||||||||||||||
Class R | ||||||||||||||
Year ended 10/31/18 | 18.55 | 0.02 | (0.04) | (0.02) | (0.04) | (1.15) | (1.19) | 17.34 | (0.24) | 23,251 | 1.32 (d) | 1.33 (d) | 0.10 (d) | 46 |
Year ended 10/31/17 | 18.13 | 0.05 | 2.26 | 2.31 | (0.12) | (1.77) | (1.89) | 18.55 | 13.53 | 30,187 | 1.35 | 1.36 | 0.25 | 30 |
Year ended 10/31/16 | 20.12 | 0.11 | 0.34 | 0.45 | (0.16) | (2.28) | (2.44) | 18.13 | 3.24 | 35,654 | 1.36 | 1.37 | 0.63 | 28 |
Year ended 10/31/15 | 23.07 | 0.13 | (0.72) | (0.59) | (0.06) | (2.30) | (2.36) | 20.12 | (2.72) | 44,079 | 1.32 | 1.33 | 0.64 | 47 |
Year ended 10/31/14 | 22.03 | 0.06 | 2.07 | 2.13 | (0.14) | (0.95) | (1.09) | 23.07 | 10.19 | 67,910 | 1.30 | 1.32 | 0.28 | 23 |
... | ||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/18 | 18.76 | 0.08 | (0.04) | 0.04 | (0.12) | (1.15) | (1.27) | 17.53 | 0.07 | 17.317 | 0.97 (d) | 0.98 (d) | 0.45 (d) | 46 |
Year ended 10/31/17 | 18.32 | 0.11 | 2.28 | 2.39 | (0.18) | (1.77) | (1.95) | 18.76 | 13.94 | 19,028 | 1.00 | 1.01 | 0.60 | 30 |
Year ended 10/31/16 | 20.32 | 0.18 | 0.34 | 0.52 | (0.24) | (2.28) | (2.52) | 18.32 | 3.63 | 18,364 | 1.01 | 1.02 | 0.98 | 28 |
Year ended 10/31/15 | 23.30 | 0.21 | (0.74) | (0.53) | (0.15) | (2.30) | (2.45) | 20.32 | (2.42) | 19,329 | 0.97 | 0.98 | 0.99 | 47 |
Year ended 10/31/14 | 22.24 | 0.14 | 2.09 | 2.23 | (0.22) | (0.95) | (1.17) | 23.30 | 10.57 | 23,137 | 0.95 | 0.97 | 0.63 | 23 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 18.84 | 0.11 | (0.04) | 0.07 | (0.15) | (1.15) | (1.30) | 17.61 | 0.23 | 101,885 | 0.82 (d) | 0.83 (d) | 0.60 (d) | 46 |
Year ended 10/31/17 | 18.39 | 0.14 | 2.29 | 2.43 | (0.21) | (1.77) | (1.98) | 18.84 | 14.13 | 129,285 | 0.85 | 0.86 | 0.75 | 30 |
Year ended 10/31/16 | 20.40 | 0.20 | 0.34 | 0.54 | (0.27) | (2.28) | (2.55) | 18.39 | 3.76 | 102,182 | 0.86 | 0.87 | 1.13 | 28 |
Year ended 10/31/15 | 23.38 | 0.25 | (0.75) | (0.50) | (0.18) | (2.30) | (2.48) | 20.40 | (2.24) | 183,005 | 0.82 | 0.83 | 1.14 | 47 |
Year ended 10/31/14 | 22.31 | 0.18 | 2.09 | 2.27 | (0.25) | (0.95) | (1.20) | 23.38 | 10.75 | 479,371 | 0.80 | 0.82 | 0.78 | 23 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 19.58 | 0.13 | (0.06) | 0.07 | (0.16) | (1.15) | (1.31) | 18.34 | 0.25 | 12,018 | 0.76 (d) | 0.77 (d) | 0.66 (d) | 46 |
Year ended 10/31/17 | 19.05 | 0.16 | 2.38 | 2.54 | (0.24) | (1.77) | (2.01) | 19.58 | 14.19 | 29,835 | 0.77 | 0.78 | 0.83 | 30 |
Year ended 10/31/16 | 21.03 | 0.23 | 0.36 | 0.59 | (0.29) | (2.28) | (2.57) | 19.05 | 3.92 | 38,682 | 0.75 | 0.76 | 1.24 | 28 |
Year ended 10/31/15 | 24.04 | 0.27 | (0.78) | (0.51) | (0.20) | (2.30) | (2.50) | 21.03 | (2.22) | 110,943 | 0.73 | 0.74 | 1.23 | 47 |
Year ended 10/31/14 | 22.90 | 0.20 | 2.16 | 2.36 | (0.27) | (0.95) | (1.22) | 24.04 | 10.87 | 414,713 | 0.72 | 0.74 | 0.86 | 23 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 19.58 | 0.14 | (0.05) | 0.09 | (0.18) | (1.15) | (1.33) | 18.34 | 0.34 | 20,404 | 0.69 (d) | 0.70 (d) | 0.73 (d) | 46 |
Year ended 10/31/17 | 19.05 | 0.17 | 2.38 | 2.55 | (0.25) | (1.77) | (2.02) | 19.58 | 14.27 | 18,290 | 0.69 | 0.70 | 0.91 | 30 |
Year ended 10/31/16 | 21.04 | 0.24 | 0.36 | 0.60 | (0.31) | (2.28) | (2.59) | 19.05 | 3.99 | 2,948 | 0.68 | 0.69 | 1.31 | 28 |
Year ended 10/31/15 | 24.05 | 0.29 | (0.77) | (0.48) | (0.23) | (2.30) | (2.53) | 21.04 | (2.12) | 125,997 | 0.64 | 0.65 | 1.32 | 47 |
Year ended 10/31/14 | 22.91 | 0.22 | 2.16 | 2.38 | (0.29) | (0.95) | (1.24) | 24.05 | 10.96 | 135,294 | 0.63 | 0.65 | 0.95 | 23 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $3,270,950, $11,719, $156,054, $27,316, $18,934, $115,643, $16,459 and $21,439 for Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (date of conversion). |
(f) | Annualized. |
Net
asset
value, beginning of period |
Net
investment income (a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $20.18 | $0.44 | $(0.49) | $(0.05) | $(0.43) | $(0.15) | $(0.58) | $19.55 | (0.28)% | $4,979,893 | 0.79% (d) | 0.80% (d) | 2.17% (d) | 10% |
Year ended 10/31/17 | 18.83 | 0.37 | 1.79 | 2.16 | (0.34) | (0.47) | (0.81) | 20.18 | 11.65 | 6,029,664 | 0.80 | 0.82 | 1.85 | 8 |
Year ended 10/31/16 | 18.78 | 0.33 | 0.76 | 1.09 | (0.31) | (0.73) | (1.04) | 18.83 | 6.27 | 5,985,548 | 0.80 | 0.82 | 1.79 | 11 |
Year ended 10/31/15 | 18.17 | 0.30 | 0.95 | 1.25 | (0.28) | (0.36) | (0.64) | 18.78 | 7.09 | 4,715,635 | 0.82 | 0.83 | 1.63 | 11 |
Year ended 10/31/14 | 16.52 | 0.28 | 1.78 | 2.06 | (0.25) | (0.16) | (0.41) | 18.17 | 12.68 | 4,206,935 | 0.83 | 0.84 | 1.59 | 6 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 19.94 | 0.07 | 1.05 | 1.12 | (0.09) | (0.15) | (0.24) | 20.82 | 5.70 | — | 1.54 (d)(f) | 1.55 (d)(f) | 1.42 (d)(f) | 10 |
Year ended 10/31/17 | 18.61 | 0.21 | 1.78 | 1.99 | (0.19) | (0.47) | (0.66) | 19.94 | 10.83 | 9,092 | 1.55 | 1.57 | 1.10 | 8 |
Year ended 10/31/16 | 18.58 | 0.19 | 0.74 | 0.93 | (0.17) | (0.73) | (0.90) | 18.61 | 5.41 | 16,309 | 1.55 | 1.57 | 1.04 | 11 |
Year ended 10/31/15 | 17.97 | 0.16 | 0.95 | 1.11 | (0.14) | (0.36) | (0.50) | 18.58 | 6.35 | 22,845 | 1.57 | 1.58 | 0.88 | 11 |
Year ended 10/31/14 | 16.35 | 0.14 | 1.76 | 1.90 | (0.12) | (0.16) | (0.28) | 17.97 | 11.77 | 29,691 | 1.58 | 1.59 | 0.84 | 6 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 19.92 | 0.28 | (0.47) | (0.19) | (0.28) | (0.15) | (0.43) | 19.30 | (1.01) | 634,394 | 1.54 (d) | 1.55 (d) | 1.42 (d) | 10 |
Year ended 10/31/17 | 18.59 | 0.21 | 1.77 | 1.98 | (0.18) | (0.47) | (0.65) | 19.92 | 10.84 | 840,125 | 1.55 | 1.57 | 1.10 | 8 |
Year ended 10/31/16 | 18.56 | 0.19 | 0.74 | 0.93 | (0.17) | (0.73) | (0.90) | 18.59 | 5.41 | 778,829 | 1.55 | 1.57 | 1.04 | 11 |
Year ended 10/31/15 | 17.95 | 0.16 | 0.95 | 1.11 | (0.14) | (0.36) | (0.50) | 18.56 | 6.36 | 440,482 | 1.57 | 1.58 | 0.88 | 11 |
Year ended 10/31/14 | 16.33 | 0.14 | 1.76 | 1.90 | (0.12) | (0.16) | (0.28) | 17.95 | 11.79 | 348,340 | 1.58 | 1.59 | 0.84 | 6 |
... | ||||||||||||||
Class R | ||||||||||||||
Year ended 10/31/18 | 20.24 | 0.39 | (0.49) | (0.10) | (0.38) | (0.15) | (0.53) | 19.61 | (0.52) | 306,070 | 1.04 (d) | 1.05 (d) | 1.92 (d) | 10 |
Year ended 10/31/17 | 18.88 | 0.32 | 1.80 | 2.12 | (0.29) | (0.47) | (0.76) | 20.24 | 11.40 | 358,418 | 1.05 | 1.07 | 1.60 | 8 |
Year ended 10/31/16 | 18.84 | 0.28 | 0.75 | 1.03 | (0.26) | (0.73) | (0.99) | 18.88 | 5.93 | 237,638 | 1.05 | 1.07 | 1.54 | 11 |
Year ended 10/31/15 | 18.22 | 0.26 | 0.96 | 1.22 | (0.24) | (0.36) | (0.60) | 18.84 | 6.87 | 204,956 | 1.07 | 1.08 | 1.38 | 11 |
Year ended 10/31/14 | 16.57 | 0.23 | 1.79 | 2.02 | (0.21) | (0.16) | (0.37) | 18.22 | 12.36 | 138,078 | 1.08 | 1.09 | 1.34 | 6 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 20.20 | 0.49 | (0.49) | 0.00 | (0.48) | (0.15) | (0.63) | 19.57 | (0.03) | 2,844,688 | 0.54 (d) | 0.55 (d) | 2.42 (d) | 10 |
Year ended 10/31/17 | 18.85 | 0.42 | 1.79 | 2.21 | (0.39) | (0.47) | (0.86) | 20.20 | 11.93 | 4,278,325 | 0.55 | 0.57 | 2.10 | 8 |
Year ended 10/31/16 | 18.80 | 0.38 | 0.75 | 1.13 | (0.35) | (0.73) | (1.08) | 18.85 | 6.53 | 3,670,662 | 0.55 | 0.57 | 2.04 | 11 |
Year ended 10/31/15 | 18.19 | 0.35 | 0.95 | 1.30 | (0.33) | (0.36) | (0.69) | 18.80 | 7.36 | 1,183,312 | 0.57 | 0.58 | 1.88 | 11 |
Year ended 10/31/14 | 16.54 | 0.32 | 1.79 | 2.11 | (0.30) | (0.16) | (0.46) | 18.19 | 12.95 | 841,750 | 0.58 | 0.59 | 1.84 | 6 |
... | ||||||||||||||
Investor Class | ||||||||||||||
Year ended 10/31/18 | 20.16 | 0.45 | (0.48) | (0.03) | (0.44) | (0.15) | (0.59) | 19.54 | (0.19) (g) | 1,815,421 | 0.74 (d)(g) | 0.75 (d)(g) | 2.22 (d)(g) | 10 |
Year ended 10/31/17 | 18.81 | 0.37 | 1.79 | 2.16 | (0.34) | (0.47) | (0.81) | 20.16 | 11.69 (g) | 2,113,750 | 0.75 (g) | 0.77 (g) | 1.90 (g) | 8 |
Year ended 10/31/16 | 18.77 | 0.33 | 0.76 | 1.09 | (0.32) | (0.73) | (1.05) | 18.81 | 6.29 (g) | 2,114,404 | 0.76 (g) | 0.78 (g) | 1.83 (g) | 11 |
Year ended 10/31/15 | 18.16 | 0.31 | 0.96 | 1.27 | (0.30) | (0.36) | (0.66) | 18.77 | 7.16 (g) | 2,002,938 | 0.80 (g) | 0.81 (g) | 1.65 (g) | 11 |
Year ended 10/31/14 | 16.51 | 0.29 | 1.78 | 2.07 | (0.26) | (0.16) | (0.42) | 18.16 | 12.70 (g) | 1,972,400 | 0.76 (g) | 0.77 (g) | 1.66 (g) | 6 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 20.18 | 0.50 | (0.49) | 0.01 | (0.49) | (0.15) | (0.64) | 19.55 | 0.02 | 3,715,586 | 0.50 (d) | 0.51 (d) | 2.46 (d) | 10 |
Year ended 10/31/17 | 18.83 | 0.43 | 1.79 | 2.22 | (0.40) | (0.47) | (0.87) | 20.18 | 11.99 | 3,845,848 | 0.49 | 0.51 | 2.16 | 8 |
Year ended 10/31/16 | 18.78 | 0.39 | 0.76 | 1.15 | (0.37) | (0.73) | (1.10) | 18.83 | 6.59 | 3,410,571 | 0.50 | 0.52 | 2.09 | 11 |
Year ended 10/31/15 | 18.17 | 0.36 | 0.95 | 1.31 | (0.34) | (0.36) | (0.70) | 18.78 | 7.41 | 2,385,096 | 0.53 | 0.54 | 1.92 | 11 |
Year ended 10/31/14 | 16.52 | 0.33 | 1.78 | 2.11 | (0.30) | (0.16) | (0.46) | 18.17 | 12.99 | 1,947,461 | 0.54 | 0.55 | 1.88 | 6 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 20.19 | 0.51 | (0.49) | 0.02 | (0.51) | (0.15) | (0.66) | 19.55 | 0.07 | 5,905,494 | 0.40 (d) | 0.41 (d) | 2.56 (d) | 10 |
Year ended 10/31/17 | 18.83 | 0.45 | 1.79 | 2.24 | (0.41) | (0.47) | (0.88) | 20.19 | 12.15 | 6,344,022 | 0.39 | 0.41 | 2.26 | 8 |
Year ended 10/31/16 | 18.79 | 0.41 | 0.74 | 1.15 | (0.38) | (0.73) | (1.11) | 18.83 | 6.63 | 2,620,298 | 0.40 | 0.42 | 2.19 | 11 |
Year ended 10/31/15 | 18.17 | 0.37 | 0.97 | 1.34 | (0.36) | (0.36) | (0.72) | 18.79 | 7.57 | 849,176 | 0.43 | 0.44 | 2.02 | 11 |
Year ended 10/31/14 | 16.52 | 0.35 | 1.78 | 2.13 | (0.32) | (0.16) | (0.48) | 18.17 | 13.10 | 937,485 | 0.44 | 0.45 | 1.98 | 6 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $5,613,083, $8,359, $751,406, $342,749, $3,606,831, $1,970,427, $3,969,096 and $6,568,713 for Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (date of conversion). |
(f) | Annualized. |
(g) | The total return, ratio of expenses to average net assets and ratio of net investment income to average net assets reflect actual 12b-1 fees of 0.20%, 0.20%, 0.21%, 0.23% and 0.18% for the years ended October 31, 2018, 2017, 2016, 2015 and 2014, respectively. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000’s omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/18 | $20.14 | $(0.05) | $1.41 | $ 1.36 | $ — | $(0.75) | $(0.75) | $20.75 | 6.95% | $ 114,570 | 1.02% (d) | 1.02% (d) | (0.24)% (d) | 35% |
Year ended 10/31/17 | 16.56 | (0.02) | 4.60 | 4.58 | — | (1.00) | (1.00) | 20.14 | 29.20 | 77,519 | 1.04 | 1.04 | (0.13) | 31 |
Year ended 10/31/16 | 17.59 | (0.01) | 0.11 | 0.10 | — | (1.13) | (1.13) | 16.56 | 0.81 | 50,217 | 1.05 | 1.05 | (0.05) | 47 |
Year ended 10/31/15 | 18.62 | (0.03) | 1.44 | 1.41 | — | (2.44) | (2.44) | 17.59 | 8.86 | 50,349 | 1.04 | 1.04 | (0.16) | 49 |
Year ended 10/31/14 | 16.40 | (0.03) | 2.62 | 2.59 | (0.03) | (0.34) | (0.37) | 18.62 | 16.06 | 30,382 | 1.05 | 1.05 | (0.18) | 52 |
... | ||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/18 (e) | 18.47 | (0.04) | 1.99 | 1.95 | — | (0.75) | (0.75) | 19.67 | 10.94 | — | 1.77 (d)(g) | 1.77 (d)(g) | (0.99) (d)(g) | 35 |
Year ended 10/31/17 | 15.38 | (0.14) | 4.23 | 4.09 | — | (1.00) | (1.00) | 18.47 | 28.21 | 347 | 1.79 | 1.79 | (0.88) | 31 |
Year ended 10/31/16 | 16.53 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.38 | 0.09 | 280 | 1.80 | 1.80 | (0.80) | 47 |
Year ended 10/31/15 | 17.77 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.53 | 7.20 | 566 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.76 | (0.15) | 2.50 | 2.35 | — | (0.34) | (0.34) | 17.77 | 15.19 | 676 | 1.80 | 1.80 | (0.93) | 52 |
... | ||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/18 | 18.41 | (0.19) | 1.30 | 1.11 | — | (0.75) | (0.75) | 18.77 | 6.22 | 16,792 | 1.77 (d) | 1.77 (d) | (0.99) (d) | 35 |
Year ended 10/31/17 | 15.34 | (0.15) | 4.22 | 4.07 | — | (1.00) | (1.00) | 18.41 | 28.15 | 9,325 | 1.79 | 1.79 | (0.88) | 31 |
Year ended 10/31/16 | 16.49 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.34 | 0.09 | 5,008 | 1.80 | 1.80 | (0.80) | 47 |
Year ended 10/31/15 | 17.73 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.49 | 8.02 | 4,855 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.73 | (0.16) | 2.50 | 2.34 | — | (0.34) | (0.34) | 17.73 | 15.15 | 2,337 | 1.80 | 1.80 | (0.93) | 52 |
... | ||||||||||||||
Class P | ||||||||||||||
Year ended 10/31/18 | 20.39 | (0.02) | 1.43 | 1.41 | (0.00) | (0.75) | (0.75) | 21.05 | 7.13 | 2,024,211 | 0.87 (d) | 0.87 (d) | (0.09) (d) | 35 |
Year ended 10/31/17 | 16.75 | 0.00 | 4.65 | 4.65 | (0.01) | (1.00) | (1.01) | 20.39 | 29.32 | 2,044,421 | 0.89 | 0.89 | 0.02 | 31 |
Year ended 10/31/16 | 17.75 | 0.02 | 0.11 | 0.13 | — | (1.13) | (1.13) | 16.75 | 0.98 | 1,708,869 | 0.90 | 0.90 | 0.10 | 47 |
Year ended 10/31/15 | 18.74 | (0.00) | 1.45 | 1.45 | — | (2.44) | (2.44) | 17.75 | 9.03 | 1,821,733 | 0.89 | 0.89 | (0.01) | 49 |
Year ended 10/31/14 | 16.50 | (0.01) | 2.63 | 2.62 | (0.04) | (0.34) | (0.38) | 18.74 | 16.22 | 1,829,660 | 0.90 | 0.90 | (0.03) | 52 |
... | ||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/18 | 20.24 | (0.03) | 1.43 | 1.40 | — | (0.75) | (0.75) | 20.89 | 7.12 | 3,405 | 0.92 (d) | 0.92 (d) | (0.14) (d) | 35 |
Year ended 10/31/17 | 16.63 | (0.01) | 4.62 | 4.61 | (0.00) | (1.00) | (1.00) | 20.24 | 29.29 | 3,521 | 0.94 | 0.94 | (0.03) | 31 |
Year ended 10/31/16 | 17.64 | 0.01 | 0.11 | 0.12 | — | (1.13) | (1.13) | 16.63 | 0.92 | 3,164 | 0.95 | 0.95 | 0.05 | 47 |
Year ended 10/31/15 | 18.66 | (0.01) | 1.43 | 1.42 | — | (2.44) | (2.44) | 17.64 | 8.90 | 3,546 | 0.94 | 0.94 | (0.06) | 49 |
Year ended 10/31/14 | 16.43 | (0.01) | 2.62 | 2.61 | (0.04) | (0.34) | (0.38) | 18.66 | 16.18 | 3,685 | 0.95 | 0.95 | (0.08) | 52 |
... | ||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/18 | 20.34 | 0.00 | 1.43 | 1.43 | (0.02) | (0.75) | (0.77) | 21.00 | 7.25 | 14,818 | 0.77 (d) | 0.77 (d) | 0.01 (d) | 35 |
Year ended 10/31/17 | 16.71 | 0.02 | 4.64 | 4.66 | (0.03) | (1.00) | (1.03) | 20.34 | 29.46 | 13,881 | 0.79 | 0.79 | 0.12 | 31 |
Year ended 10/31/16 | 17.69 | 0.03 | 0.12 | 0.15 | — | (1.13) | (1.13) | 16.71 | 1.10 | 3,576 | 0.80 | 0.80 | 0.20 | 47 |
Year ended 10/31/15 | 18.67 | 0.02 | 1.44 | 1.46 | — | (2.44) | (2.44) | 17.69 | 9.13 | 2,170 | 0.79 | 0.79 | 0.09 | 49 |
Year ended 10/31/14 | 16.45 | 0.01 | 2.61 | 2.62 | (0.06) | (0.34) | (0.40) | 18.67 | 16.23 | 699 | 0.80 | 0.80 | 0.07 | 52 |
... | ||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/18 | 20.42 | 0.01 | 1.43 | 1.44 | (0.02) | (0.75) | (0.77) | 21.09 | 7.30 | 73 | 0.72 (d) | 0.72 (d) | 0.06 (d) | 35 |
Year ended 10/31/17 | 16.77 | 0.03 | 4.66 | 4.69 | (0.04) | (1.00) | (1.04) | 20.42 | 29.56 | 20 | 0.76 | 0.76 | 0.15 | 31 |
Year ended 10/31/16 | 17.75 | 0.04 | 0.11 | 0.15 | — | (1.13) | (1.13) | 16.77 | 1.10 | 17 | 0.74 | 0.74 | 0.26 | 47 |
Year ended 10/31/15 | 18.71 | 0.04 | 1.44 | 1.48 | — | (2.44) | (2.44) | 17.75 | 9.24 | 18 | 0.68 | 0.68 | 0.20 | 49 |
Year ended 10/31/14 | 16.46 | 0.03 | 2.63 | 2.66 | (0.07) | (0.34) | (0.41) | 18.71 | 16.50 | 541 | 0.69 | 0.69 | 0.18 | 52 |
... | ||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/18 | 20.42 | 0.01 | 1.43 | 1.44 | (0.02) | (0.75) | (0.77) | 21.09 | 7.29 | 11,057 | 0.72 (d) | 0.72 (d) | 0.06 (d) | 35 |
Year ended 10/31/17 (f) | 17.61 | 0.01 | 2.80 | 2.81 | — | — | — | 20.42 | 15.96 | 12 | 0.77 (g) | 0.77 (g) | 0.14 (g) | 31 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $98,637, $351, $13,830, $2,150,720, $3,638, $14,216, $40 and $8,184 for Class A, Class B, Class C, Class P, Class S, Class Y, Class R5 and Class R6 shares, respectively. |
(e) | Reflects activity for the period November 1, 2017 through January 26, 2018 (the date of conversion). |
(f) | Commencement date of April 4, 2017. |
(g) | Annualized. |
■ | You invest $10,000 in a Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Invesco Charter Fund's and Invesco Diversified Dividend Fund’s current annual expense ratios include any applicable contractual fee waiver or expense reimbursement for the period committed. |
Invesco Charter Fund — Class R5 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.77% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% |
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 | 4.23% | 8.63% | 13.21% | 17.99% | 22.97% | 28.16% | 33.57% | 39.20% | 45.08% | 51.20% |
End of Year Balance | $10,423.00 | $10,862.85 | $11,321.26 | $11,799.02 | $12,296.94 | $12,815.87 | $13,356.70 | $13,920.35 | $14,507.79 | $15,120.02 |
Estimated Annual Expenses | $ 78.63 | $ 83.01 | $ 86.52 | $ 90.17 | $ 93.97 | $ 97.94 | $ 102.07 | $ 106.38 | $ 110.87 | $ 115.55 |
... |
Invesco Charter Fund — Class R6 | 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% | 0.71% | 0.71% | 0.71% | 0.71% | 0.71% | 0.71% | 0.71% | 0.71% | 0.71% |
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% | 8.77% | 13.44% | 18.31% | 23.38% | 28.68% | 34.20% | 39.95% | 45.96% | 52.22% |
End of Year Balance | $10,430.00 | $10,877.45 | $11,344.09 | $11,830.75 | $12,338.29 | $12,867.60 | $13,419.62 | $13,995.32 | $14,595.72 | $15,221.88 |
Estimated Annual Expenses | $ 71.51 | $ 75.64 | $ 78.89 | $ 82.27 | $ 85.80 | $ 89.48 | $ 93.32 | $ 97.32 | $ 101.50 | $ 105.85 |
... |
Invesco Diversified Dividend Fund — Class R5 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.52% | 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 | 4.48% | 9.15% | 14.03% | 19.13% | 24.45% | 30.01% | 35.83% | 41.90% | 48.24% | 54.87% |
End of Year Balance | $10,448.00 | $10,915.03 | $11,402.93 | $11,912.64 | $12,445.13 | $13,001.43 | $13,582.59 | $14,189.74 | $14,824.02 | $15,486.65 |
Estimated Annual Expenses | $ 53.16 | $ 56.61 | $ 59.14 | $ 61.79 | $ 64.55 | $ 67.43 | $ 70.45 | $ 73.60 | $ 76.89 | $ 80.32 |
... |
Invesco Diversified Dividend Fund — Class R6 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.42% | 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 | 4.58% | 9.36% | 14.36% | 19.58% | 25.05% | 30.76% | 36.74% | 42.99% | 49.52% | 56.36% |
End of Year Balance | $10,458.00 | $10,935.93 | $11,435.70 | $11,958.31 | $12,504.81 | $13,076.28 | $13,673.86 | $14,298.76 | $14,952.21 | $15,635.53 |
Estimated Annual Expenses | $ 42.96 | $ 46.00 | $ 48.10 | $ 50.30 | $ 52.60 | $ 55.00 | $ 57.51 | $ 60.14 | $ 62.89 | $ 65.76 |
... |
Invesco Summit Fund — Class R5 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% |
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 | 4.28% | 8.74% | 13.40% | 18.25% | 23.31% | 28.59% | 34.09% | 39.83% | 45.82% | 52.06% |
End of Year Balance | $10,428.00 | $10,874.32 | $11,339.74 | $11,825.08 | $12,331.19 | $12,858.97 | $13,409.33 | $13,983.25 | $14,581.74 | $15,205.83 |
Estimated Annual Expenses | $ 73.54 | $ 76.69 | $ 79.97 | $ 83.39 | $ 86.96 | $ 90.68 | $ 94.57 | $ 98.61 | $ 102.83 | $ 107.24 |
... |
Invesco Summit Fund — Class R6 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% | 0.72% |
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 | 4.28% | 8.74% | 13.40% | 18.25% | 23.31% | 28.59% | 34.09% | 39.83% | 45.82% | 52.06% |
End of Year Balance | $10,428.00 | $10,874.32 | $11,339.74 | $11,825.08 | $12,331.19 | $12,858.97 | $13,409.33 | $13,983.25 | $14,581.74 | $15,205.83 |
Estimated Annual Expenses | $ 73.54 | $ 76.69 | $ 79.97 | $ 83.39 | $ 86.96 | $ 90.68 | $ 94.57 | $ 98.61 | $ 102.83 | $ 107.24 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
■ | Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
■ | Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
■ | Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
■ | Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
■ | generally charges an asset-based fee or commission in addition to those described in this prospectus; and |
■ | maintains Class R6 shares and makes them available to retail investors. |
How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. Redemption proceeds will be sent in accordance with the wire instructions specified in the account application provided to the Funds’ transfer agent. The Funds’ transfer agent must receive your financial adviser’s or financial intermediary’s call before the close of the customary trading session of the New York Stock Exchange (NYSE) on days the NYSE is open for business in order to effect the redemption at that day’s closing price. Please contact your financial adviser or financial intermediary with respect to reporting of cost basis and available elections for your account. |
By Telephone | A person who has been authorized in the account application to effect transactions may make redemptions by telephone. You must call the Funds’ transfer agent before the close of the customary trading session of the NYSE on days the NYSE is open for business in order to effect the redemption at that day’s closing price. |
... |
Exchange From | Exchange To |
Class R5 |
Class R5
|
... | |
Class R6 |
Class R6
|
... |
■ | Reject or cancel all or any part of any purchase or exchange order. |
■ | Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund. |
■ | Suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Trade activity monitoring. |
■ | Discretion to reject orders. |
■ | Purchase blocking. |
■ | The use of fair value pricing consistent with procedures approved by the Board. |
■ | The money market funds are offered to investors as cash management vehicles; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds. |
■ | With respect to the money market funds maintaining a constant net asset value, the money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, the money market funds are not subject to price arbitrage opportunities. |
■ | With respect to the money market funds maintaining a constant net asset value, because such Funds seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Funds upon redemption than other mutual funds. |
■ | A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income. |
■ | Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a Fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate. |
■ | Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares. |
■ | A portion of income dividends paid by a Fund to you may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates. |
■ | The use of derivatives by a Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the Internal Revenue Service (IRS). Cost basis will be calculated using the Fund’s default method of average cost, unless you instruct the Fund to use a different calculation method. As a service to you, the Fund will continue to provide to you (but not the IRS) cost basis information for shares acquired before 2012, when available, using the average cost method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.Invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. |
■ | 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. |
■ | 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. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share |
of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax. | |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
■ | If a Fund invests in an underlying fund taxed as a RIC, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares. |
■ | A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for noncorporate shareholders, 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. |
■ | Because of “noncash” expenses such as property depreciation, the cash flow of a REIT that owns properties will exceed its taxable income. The REIT, and in turn a Fund, may distribute this excess cash to shareholders. Such a distribution is classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | Dividends paid to shareholders from the Funds’ investments in U.S. REITs generally will not qualify for taxation at long-term capital gain rates applicable to qualified dividend income. |
■ | The Fund may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts. |
■ | Under the Tax Cuts and Jobs Act, “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, on which the Fund can rely, enable the Fund to pass through the special character of “qualified REIT dividends” to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares. |
■ | The Fund’s foreign shareholders should see the SAI for a discussion of the risks and special tax consequences to them from a sale of a U.S. real property interest by a REIT in which the Fund invests. |
■ | Taxes, penalties, and interest associated with an audit of a partnership are generally required to be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of a partnership that a Fund invests in (including MLPs taxed as partnerships) could result in the Fund being required to pay federal income tax. A Fund may have little input in any audit asserted against a partnership and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if a partnership in which the Fund invests were to remain classified as a partnership (instead of as a corporation), it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such partnership, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act “qualified publicly traded partnership income” is treated as eligible for a 20% deduction by noncorporate taxpayers. The legislation does not contain a provision permitting a RIC, such as a Fund, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Fund to pass through the special character of “qualified publicly traded partnership income” to its shareholders. |
■ | Some amounts received by a Fund from the MLPs in which it invests likely will be treated as returns of capital to such Fund because of accelerated deductions available to the MLPs. The receipt of returns of capital from the MLPs in which a Fund invests could cause some or all of the Fund’s |
distributions to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains. |
■ | The Funds’ strategies of investing through their respective Subsidiary in derivatives and other financially linked instruments whose performance is expected to correspond to the commodity markets may cause the Funds to recognize more ordinary income and short-term capital gains taxable as ordinary income than would be the case if the Funds invested directly in commodities. |
■ | The Funds must meet certain requirements under the Code for favorable tax treatment as a RIC, including asset diversification and income requirements. The Funds intend to treat the income each derives from commodity-linked notes as qualifying income based on an opinion from counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. Further, each Fund anticipates that its respective Subsidiary will distribute the “Subpart F” income earned by such Subsidiary each year, which a Fund will treat as qualifying income. If, contrary to the opinion of counsel, the proposed regulations or other guidance issued by the IRS, the IRS were to determine such income is non-qualifying, a Fund might fail to satisfy the income requirement. In lieu of disqualification, the Funds are permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. |
■ | The Invesco Balanced-Risk Commodity Strategy Fund received a PLR from the IRS holding that income from a form of commodity-linked note is qualifying income. However, the IRS has revoked the ruling on a prospective basis, thus allowing the Fund to continue to rely on its private letter ruling to treat income from commodity-linked notes purchased on or before June 30, 2017 as qualifying income. After that time the Invesco Balanced-Risk Commodity Strategy Fund expects to rely on the opinion of counsel described above. |
■ | The Funds may realize gains from the sale or other disposition of foreign currencies (including but not limited to gains from options, futures or forward contracts) derived from investing in securities or foreign currencies. The U.S. Treasury Department is authorized to issue regulations on whether the realization of such foreign currency gains is qualified income for the Funds. If such regulations are issued, each Fund may not qualify as a RIC and/or the Fund may change its investment policy. As of the date of this prospectus, no regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. Additionally, the IRS has not issued any guidance on how to apply the asset diversification test to such foreign currency positions. Thus, the IRS’ determination as to how to treat such foreign currency positions for purposes of satisfying the asset diversification test might differ from that of each Fund resulting in the Fund’s failure to qualify as a RIC. In lieu of disqualification, each Fund is permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. |
■ | The Funds’ transactions in foreign currencies may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease the Funds' ordinary income distributions to you, and may cause some or all of the Funds' previously distributed income to be classified as a return of capital. Return of capital distributions generally |
■ | The Fund intends to invest a significant portion of its assets in MLPs, which are generally treated as partnerships for U.S. federal income tax purposes. To the extent that the Fund invests in equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund will be required to take into account the Fund’s allocable share of the income, gains, losses, deductions, and credits recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders. |
■ | The Fund will recognize gain or loss on the sale, exchange or other taxable disposition of its portfolio assets, including equity securities of MLPs, equal to the difference between the amount realized by the Fund on the sale, exchange or other taxable disposition and the Fund’s adjusted tax basis in such assets. Any such gain will be subject to U.S. federal income tax at the corporate income tax rate, regardless of how long the Fund has held such assets since preferential capital gain rates do not apply to regular corporations such as the Fund. The amount realized by the Fund in any case generally will be the amount paid by the purchaser of the assets plus, in the case of MLP equity securities, the Fund’s allocable share, if any, of the MLP’s debt that will be allocated to the purchaser as a result of the sale, exchange or other taxable disposition. The Fund’s tax basis in its equity securities in an MLP generally is equal to the amount the Fund paid for the equity securities, (i) increased by the Fund’s allocable share of the MLP’s net taxable income and certain MLP debt, if any, and (ii) decreased by the Fund’s allocable share of the MLP’s net losses and any distributions received by the Fund from the MLP. Although any distribution by an MLP to the Fund in excess of the Fund’s allocable share of such MLP’s net taxable income may create a temporary economic benefit to the Fund, net of a deferred tax liability, such |
■ | Distributions by the Fund of cash or property in respect of the shares (other than certain distributions in redemption of shares) will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Generally, the Fund’s earnings and profits are computed based upon the Fund’s taxable income (loss), with certain specified adjustments. Any such dividend likely will be eligible for the dividends-received deduction if received by an otherwise qualifying corporate U.S. shareholder that meets certain holding period and other requirements for the dividends-received deduction. Dividends paid by the Fund to certain non-corporate U.S. shareholders (including individuals), generally are eligible for U.S. federal income taxation at the rates generally applicable to long-term capital gains for individuals provided that the U.S. shareholder receiving the dividend satisfies applicable holding period and other requirements. Otherwise, dividends paid by the Fund to non-corporate U.S. Shareholders (including individuals) will be taxable at ordinary income rates. |
■ | If the amount of a Fund distribution exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax- deferred return of capital to the extent of, and in reduction of, a shareholder’s tax basis in the shares, and thereafter as capital gain to the extent the shareholder held the shares as a capital asset. Any such capital gain will be long-term capital gain if such shareholder has held the applicable shares for more than one year. The portion of the distribution received by a shareholder from the Fund that is treated as a return of capital will decrease the shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. |
■ | The Fund anticipates that the cash distributions it will receive with respect to its investments in equity securities of MLPs and which it will distribute to its shareholders will exceed the Fund’s current and accumulated earnings and profits. Accordingly, the Fund expects that only a part of its distributions to shareholders with respect to the shares will be treated as dividends for U.S. federal income tax purposes. No assurance, however, can be given in this regard. |
■ | Special rules may apply to the calculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculated using the straight-line depreciation method rather than the accelerated depreciation method. This difference in treatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxable income or loss in a particular year if the MLPs in which the Fund invests calculate their income using accelerated depreciation. Because of these special earnings profits rules, the Fund may make distributions in a particular year out of earnings and profits (treated as dividends) in excess of the amount of the Fund’s taxable income or loss for such year, which means that a larger percentage of the Fund ’s distributions could be taxable to shareholders as ordinary income instead of tax-deferred return of capital or capital gain. |
■ | Shareholders that receive distributions in shares rather than in cash will be treated for U.S. federal income tax purposes as having (i) received a cash distribution equal to the fair market value of the shares received and (ii) reinvested such amount in shares. |
■ | A redemption of shares will be treated as a sale or exchange of such shares, provided the redemption is not essentially equivalent to a dividend, is a substantially disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation of such Fund. Redemptions that do not qualify for sale or |
exchange treatment will be treated as distributions as described above. Upon a redemption treated as a sale or exchange under these rules, a shareholder generally will recognize capital gain or loss equal to the difference between the adjusted tax basis of his or her shares and the amount received when they are sold. | |
■ | If the Fund is required to sell portfolio securities to meet redemption requests, the Fund may recognize income and gains for U.S. federal, state and local income and other tax purposes, which may result in the imposition of corporate income or other taxes on the Fund and may increase the Fund’s current and accumulated earnings and profits, which will result in a greater portion of distributions to Fund shareholders being treated as dividends. Any long-term or short-term capital gains realized on sale or redemption of your Fund shares will be subject to federal income tax. For tax purposes an exchange of your shares for shares of another Fund is the same as a sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the IRS. Cost basis will be calculated using the Fund’s default method of first-in, first-out (FIFO), unless you instruct the Fund to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us. |
■ | The conversion of shares of one class of a Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. |
■ | A 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and estate taxes may apply to an investment in a Fund. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). 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. | |
■ | Taxes, penalties, and interest associated with an audit of a partnership are generally required to be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of an MLP taxed as a partnership that the Fund invests in could result in the Fund being required to pay federal income tax. The Fund may have little input in any audit asserted against an MLP and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if an MLP in which the Fund invests were to remain classified as a partnership, it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such MLP, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Fund shares. |
■ | Under the Tax Cuts and Jobs Act certain “qualified publicly traded partnership income” (e.g., certain income from certain of the MLPs in which the Fund invests) is treated as eligible for a 20% deduction by noncorporate taxpayers. The Tax Cuts and Jobs Act does not contain a provision permitting an entity, such as the Fund, to benefit from this deduction (since the Fund is taxed as a “C” corporation) or pass the special character of this income through to its shareholders. Qualified publicly traded partnership income allocated to a noncorporate investor investing directly in an MLP might, however, be eligible for the deduction. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco Charter Fund | Invesco Summit Fund |
Invesco
Diversified Dividend Fund
SEC 1940 Act file number: 811-01424 |
invesco.com/us | AEF-PRO-1 |
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||||
Statement of Additional Information
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February 28, 2019 | |||
AIM Equity Funds (Invesco Equity Funds)
|
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, collectively the Funds) of AIM Equity Funds (Invesco Equity Funds) (the Trust) listed below. Each Fund offers separate classes of shares as follows:
FUND |
CLASS |
A | C | P | R | S | Y | Investor | R5 | R6 | ||||||||||
Invesco Charter Fund |
CHTRX | CHTCX | N/A | CHRRX | CHRSX | CHTYX | N/A | CHTVX | CHFTX | |||||||||||
Invesco Diversified Dividend Fund |
LCEAX | LCEVX | N/A | DDFRX | N/A | LCEYX | LCEIX | DDFIX | LCEFX | |||||||||||
Invesco Summit Fund |
ASMMX | CSMMX | SMMIX | N/A | SMMSX | ASMYX | N/A | SMITX | SMISX |
|
||||
Statement of Additional Information
|
February 28, 2019 | |||
AIM Equity Funds (Invesco Equity Funds)
|
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed below. Portions of each Funds financial statements are incorporated into this SAI by reference to such Funds most recent Annual Reports to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Reports for any Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246
or on the Internet: www.invesco.com/us
This SAI, dated February 28, 2019, relates to the Class A, Class C, Class P, Class R, Class Y and Investor Class shares (collectively, the Retail Classes), Class R5, Class R6 and Class S shares as applicable, of the following Prospectuses:
Fund | Retail Classes | Class R5 | Class R6 | Class S | ||||
Invesco Charter Fund |
February 28, 2019 | February 28, 2019 | February 28, 2019 | February 28, 2019 | ||||
Invesco Diversified Dividend Fund |
February 28, 2019 | February 28, 2019 | February 28, 2019 | N/A | ||||
Invesco Summit Fund |
February 28, 2019 | February 28, 2019 | February 28, 2019 | February 28, 2019 |
STATEMENT OF ADDITIONAL INFORMATION
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Amendment of Retirement Plan and Conversion to Defined Contribution Plan |
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PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS |
B-1 | |||
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PROXY VOTING POLICIES AND PROCEDURES |
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BROKERAGE COMMISSIONS AND COMMISSIONS ON AFFILIATED TRANSACTIONS |
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DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS |
K-1 | |||
PURCHASE, REDEMPTION AND PRICING OF SHARES |
L-1 | |||
M-1 | ||||
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS |
N-1 | |||
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS |
O-1 |
ii
GENERAL INFORMATION ABOUT THE TRUST
AIM Equity Funds (Invesco Equity Funds) (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized as a Maryland Corporation on May 19, 1988 and re-organized as a Delaware business trust on June 21, 2000. Under the Trusts Agreement and Declaration of Trust, as amended, (the Trust Agreement), the Board of Trustees of the Trust (the Board) is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.
Prior to April 30, 2010, the Trust was known as AIM Equity Funds and the Funds were known as AIM Charter Fund, AIM Diversified Dividend Fund and AIM Summit Fund.
Shares of beneficial interest of the Trust are redeemable at their net asset value at the option of the shareholder or at the option of the Trust, in accordance with any applicable provisions of the Trust Agreement and applicable law, subject in certain circumstances to a contingent deferred sales charge.
The Trust allocates cash and property it receives from the issue or sale of shares of each of its series of shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, to the appropriate Fund, subject only to the rights of creditors of that Fund. These assets constitute the assets belonging to each Fund, are segregated on the Trusts books, and are charged with the liabilities and expenses of such Fund and its respective classes. The Trust allocates any general liabilities and expenses of the Trust not readily identifiable as belonging to a particular Fund primarily on the basis of relative net assets or other relevant factors, subject to oversight by the Board.
Each share of each Fund represents an equal pro rata interest in that Fund with each other share and is entitled to dividends and other distributions with respect to the Fund, which may be from income, capital gains or capital, as declared by the Board.
Each class of shares of a Fund represents a proportionate undivided interest in the net assets belonging to that Fund. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of, or reasonable provision for, the outstanding liabilities of the Fund allocable to such class.
The Trust Agreement provides that each shareholder, by virtue of having become a shareholder of the Trust, is bound by terms of the Trust Agreement and the Trusts Bylaws. Ownership of shares does not make shareholders third party beneficiaries of any contract entered into by the Trust.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of shareholders of a Fund or class will be held for any purpose determined by the Board, including from time to time to consider matters requiring a vote of such shareholders in accordance with the requirements of the 1940 Act, state law or the provisions of the Trust Agreement. It is not expected that shareholder meetings will be held annually.
The Trust Agreement provides that the Board may authorize (i) a merger, consolidation or sale of assets (including, but not limited to, mergers, consolidations or sales of assets between two Funds, or between a Fund and a series of any other registered investment company), and (ii) the combination of two or more classes of shares of a Fund into a single class, each without shareholder approval but subject to applicable requirements under the 1940 Act and state law.
1
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. There are no automatic conversion rights, but each Fund may offer voluntary rights to convert between certain share classes, as described in each Funds prospectus. Shares do not have cumulative voting rights in connection with the election of Trustees or on any other matter.
Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of private for-profit corporations organized under Delaware law. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state, which does not recognize such limited liability, were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder personal liability for the debts, liabilities, obligations and expenses of the Trust and requires that every undertaking of the Trust or the Board relating to the Trust or any Fund include a recitation limiting such obligation to the Trust and its assets or to one or more Funds and the assets belonging thereto. The Trust Agreement provides for indemnification out of the property of a Fund (or Class, as applicable) for all losses and expenses of any shareholder of such Fund held personally liable solely on account of being or having been a shareholder.
The trustees and officers of the Trust will not be liable for any act, omission or 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.
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
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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.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in each Funds Prospectus. Where a particular type of security or investment technique is not discussed in a Funds Prospectus, that security or investment technique is not a principal investment strategy.
Unless otherwise indicated, a Fund may invest in all of the following types of investments. Not all of the Funds invest in all of the types of securities or use all of the investment techniques described below, and a Fund might not invest in all of these types of securities or use all of these techniques at any one time. Invesco and/or the Sub-Advisers may invest in other types of securities and may use other investment techniques in managing the Funds, including those described below for Funds not specifically mentioned as investing in the security or using the investment technique, as well as securities and techniques not described. A Funds transactions in a particular type of security or use of a particular technique is subject to limitations imposed by a Funds investment objective(s), policies and restrictions described in that Funds Prospectus and/or this SAI, as well as the federal securities laws.
Any percentage limitations relating to the composition of a Funds portfolio identified in the Funds Prospectus or this SAI apply at the time the Fund acquires an investment. Subsequent changes that 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.
The Funds investment objectives, policies, strategies and practices described below are non-fundamental and may be changed without approval of the holders of the Funds voting securities unless otherwise indicated.
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Each Fund may invest in the Equity Investments described below:
Common Stock. Common stock is issued by a company principally to raise cash for business purposes and represents an equity or ownership interest in the issuing company. Common stockholders are typically entitled to vote on important matters of the issuing company, including the selection of directors, and may receive dividends on their holdings. A Fund participates in the success or failure of any company in which it holds common stock. In the event a company is liquidated or declares bankruptcy, the claims of bondholders, other debt holders, owners of preferred stock and general creditors take precedence over the claims of those who own common stock.
The prices of common stocks change in response to many factors including the historical and prospective earnings of the issuing company, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
Preferred Stock. Preferred stock, unlike common stock, often offers a specified dividend rate payable from a companys earnings. Preferred stock also generally has a preference over common stock on the distribution of a companys assets in the event the company is liquidated or declares bankruptcy; however, the rights of preferred stockholders on the distribution of a companys assets in the event of a liquidation or bankruptcy are generally subordinate to the rights of the companys debt holders and general creditors. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline.
Some fixed rate preferred stock may have mandatory sinking fund provisions which provide for the stock to be retired or redeemed on a predetermined schedule, as well as call/redemption provisions prior to maturity, which can limit the benefit of any decline in interest rates that might positively affect the price of preferred stocks. Preferred stock dividends may be cumulative, requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuers common stock. Preferred stock may be participating, which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the interest to be paid is set by auction and will often be reset at stated intervals.
Convertible Securities. Convertible securities are generally bonds, debentures, notes, preferred stocks or other securities or investments that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). A convertible security is designed to provide current income and also the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. A convertible security may be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party, which may have an adverse effect on the Funds ability to achieve its investment objectives. Convertible securities have general characteristics similar to both debt and equity securities.
A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt obligations and are designed to provide for a stable stream of income with generally higher yields than common stocks. However, there can be no assurance of current income because the issuers of the convertible securities may default on their obligations. Convertible securities rank senior to common stock in a corporations capital structure and, therefore, generally entail less risk than the corporations common stock. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuers convertible securities entail more risk than its debt obligations. Moreover, convertible securities are often rated below investment grade or not rated because they fall below debt obligations and just above common stock in
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order of preference or priority on an issuers balance sheet. To the extent that a Fund invests in convertible securities with credit ratings below investment grade, such securities may have a higher likelihood of default, although this may be somewhat offset by the convertibility feature.
Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. The common stock underlying convertible securities may be issued by a different entity than the issuer of the convertible securities.
The value of convertible securities is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield) is sometimes referred to as its investment value. The investment value of the convertible security typically will fluctuate based on the credit quality of the issuer and will fluctuate inversely with changes in prevailing interest rates. However, at the same time, the convertible security will be influenced by its conversion value, which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock, and will therefore be subject to risks relating to the activities of the issuer and general market and economic conditions. Depending upon the relationship of the conversion price to the market value of the underlying security, a convertible security may trade more like an equity security than a debt instrument.
If, because of a low price of the common stock, the conversion value is substantially below the investment value of the convertible security, the price of the convertible security is governed principally by its investment value. Generally, if the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.
While a Fund uses the same criteria to rate a convertible debt security that it uses to rate a more conventional debt security, a convertible preferred stock is treated like a preferred stock for the Funds financial reporting, credit rating and investment limitation purposes.
Contingent Convertible Securities (CoCos) . CoCos (also referred to as contingent capital securities) are a form of hybrid fixed income security typically issued by non-U.S. banks that may either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage upon the occurrence of a trigger event, such as if (a) the issuers capital ratio falls below a specified level or (b) certain regulatory events, such as a change in regulatory capital requirements, affect the issuers continued viability. Unlike traditional convertible securities, the conversion is not voluntary and the equity conversion or principal write-down features are tailored to the issuing banking institution and its regulatory requirements.
CoCos are subject to credit, interest rate and market risks associated with fixed income and equity securities generally, along with risks typically applicable to convertible securities. CoCos are also subject to loss absorption risk because coupon payments can potentially be cancelled or deferred at the issuers discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses. Additionally, certain call provisions permit an issuer to repurchase CoCos if the regulatory environment or tax treatment of the security (e.g., tax deductibility of interest payments) changes. This may result in a potential loss to the Fund if the price at which the issuer calls or repurchases the CoCos is lower than the initial purchase price by the Fund.
CoCos are subordinate in rank to traditional convertible securities and other debt obligations of an issuer in the issuers capital structure, and therefore, CoCos entail more risk than an issuers other debt obligations.
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CoCos are generally speculative and their market value may fluctuate based on a number of unpredictable factors, including, but not limited to, the creditworthiness of the issuer and/or fluctuations in the issuers capital ratios, supply and demand for CoCos, general market conditions and available liquidity, and economic, financial and political events affecting the particular issuer or markets in general.
Enhanced Convertible Securities. Enhanced convertible securities are equity-linked hybrid securities that automatically convert to equity securities on a specified date. Enhanced convertibles have been designed with a variety of payoff structures, and are known by a variety of different names. Three features common to enhanced convertible securities are (i) conversion to equity securities at the maturity of the convertible (as opposed to conversion at the option of the security holder in the case of ordinary convertibles); (ii) capped or limited appreciation potential relative to the underlying common stock; and (iii) dividend yields that are typically higher than that on the underlying common stock. Thus, enhanced convertible securities offer holders the opportunity to obtain higher current income than would be available from a traditional equity security issued by the same company in return for reduced participation in the appreciation potential of the underlying common stock. Other forms of enhanced convertible securities may involve arrangements with no interest or dividend payments made until maturity of the security or an enhanced principal amount received at maturity based on the yield and value of the underlying equity security during the securitys term or at maturity.
Synthetic Convertible Securities. A synthetic convertible security is a derivative position composed of two or more distinct securities whose investment characteristics, taken together resemble those of traditional convertible securities, i.e., fixed income and the right to acquire the underlying equity security. For example, a Fund may purchase a non-convertible debt security and a warrant or option, which enables a Fund to have a convertible-like position with respect to a security or index.
Synthetic convertibles are typically offered by financial institutions in private placement transactions and are typically sold back to the offering institution. Upon conversion, the holder generally receives from the offering institution an amount in cash equal to the difference between the conversion price and the then-current value of the underlying security. Synthetic convertible securities differ from true convertible securities in several respects. The value of a synthetic convertible is the sum of the values of its fixed-income component and its convertibility component. Thus, the values of a synthetic convertible and a true convertible security will respond differently to market fluctuations. Purchasing a synthetic convertible security may provide greater flexibility than purchasing a traditional convertible security, including the ability to combine components representing distinct issuers, or to combine a fixed income security with a call option on a stock index, when the Adviser determines that such a combination would better further a Funds investment goals. In addition, the component parts of a synthetic convertible security may be purchased simultaneously or separately.
The holder of a synthetic convertible faces the risk that the price of the stock or the level of the market index underlying the convertibility component will decline. In addition, in purchasing a synthetic convertible security, a Fund may have counterparty risk with respect to the financial institution or investment bank that offers the instrument.
Alternative Entity Securities . The Funds may invest in alternative entity securities, which are the securities of entities that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar to common or preferred stock of corporations .
Foreign Securities. Each Fund may invest in foreign securities.
Foreign securities are equity or debt securities issued by issuers outside the U.S., and include securities in the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), or other securities representing underlying securities of foreign issuers (foreign securities). ADRs are receipts issued by U.S. banks for the shares of foreign corporations held by the bank issuing the receipt. ADRs are typically issued in registered form,
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denominated in U.S. dollars and designed for use in the U.S. securities markets. GDRs are bank certificates issued in more than one country for shares in a foreign company. The shares are held by a foreign branch of an international bank. GDRs trade as domestic shares but are offered for sale globally through the various bank branches. GDRs are typically used by private markets to raise capital and are denominated in either U.S. dollars or foreign currencies. EDRs are similar to ADRs and GDRs, except they are typically issued by European banks or trust companies, denominated in foreign currencies and designed for use outside the U.S. securities markets. ADRs, EDRs and GDRs entitle the holder to all dividends and capital gains on the underlying foreign securities, less any fees paid to the bank. Purchasing ADRs, EDRs or GDRs gives a Fund the ability to purchase the functional equivalent of foreign securities without going to the foreign securities markets to do so. ADRs, EDRs or GDRs that are sponsored are those where the foreign corporation whose shares are represented by the ADR, EDR or GDR is actively involved in the issuance of the ADR, EDR or GDR, and generally provides material information about the corporation to the U.S. market. An unsponsored ADR, or EDR or GDR program is one where the foreign corporation whose shares are held by the bank is not obligated to disclose material information in the United States, and, therefore, the market value of the ADR, EDR or GDR may not reflect important facts known only to the foreign company.
Foreign debt securities include corporate debt securities of foreign issuers, certain foreign bank obligations (see Bank Instruments) and U.S. dollar or foreign currency denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities (see Foreign Government Obligations), international agencies and supranational entities.
The Funds consider various factors when determining whether a company is in a particular country or region/continent, including whether (1) it is organized under the laws of a country or in a country in a particular region/continent; (2) it has a principal office in a country or in a country in a particular region continent; (3) it derives 50% or more of its total revenues from businesses in a country or in a country in a particular region/continent; and/or (4) its securities are traded principally on a security exchange, or in an over-the-counter (OTC) market, in a country or in a country in a particular region/continent.
Investments by a Fund in foreign securities, including ADRs, EDRs or GDRs, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below in addition to those accompanying an investment in issuers in the U.S.
Currency Risk. The value in U.S. dollars of the Funds non-dollar denominated foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign security decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated and increases when the value of the U.S. dollar falls against such currency.
Political and Economic Risk. The economies of many of the countries in which the Funds may invest may not be as developed as that of the United States economy and may be subject to significantly different forces. Political, economic or social instability and development, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds investments.
Regulatory Risk. Foreign companies may not be registered with the SEC and are generally not subject to the regulatory controls and disclosure requirements imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Therefore, financial information about foreign companies may be incomplete, or may not be comparable to the information available on U.S. companies. Income from foreign securities owned by the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds shareholders.
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There is generally less government supervision and regulation of securities exchanges, brokers, dealers, and listed companies in foreign countries than in the U.S., thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Foreign markets may also have different clearance and settlement procedures. If a Fund experiences settlement problems it may result in temporary periods when a portion of the Funds assets are uninvested and could cause the Fund to miss attractive investment opportunities or a potential liability to the Fund arising out of the Funds inability to fulfill a contract to sell such securities.
Market Risk. Investing in foreign markets generally involves certain risks not typically associated with investing in the United States. The securities markets in many foreign countries will have substantially lower trading volume than the 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 also be associated with the maintenance of assets in foreign jurisdictions. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States.
Risks of Developing/Emerging Markets Countries . Each Fund may invest up to 5% of its total assets in securities of companies located in developing and emerging markets countries.
Unless a Funds prospectus includes a different definition, the Fund considers developing and emerging markets countries to be those countries that are (i) generally recognized to be an emerging market country by the international financial community, including the World Bank, or (ii) determined by the Adviser to be an emerging market country. As of the date of this SAI, the Adviser considers emerging market countries to generally include every country in the world except those countries included in the MSCI World Index. The Adviser has broad discretion to identify countries that it considers to be emerging market countries and may consider various factors in determining whether to classify a country as an emerging market country, including a countrys relative interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances, legal and political developments and any other specific factors the Adviser believes to be relevant. Because emerging markets equity and emerging markets debt are distinct asset classes, a country may be deemed an emerging market country with respect to its equity only, its debt only, both its equity and debt, or neither.
Investments in developing and emerging markets countries present risks in addition to, or greater than, those presented by investments in foreign issuers generally, and may include the following risks:
i. Restriction, to varying degrees, on foreign investment in stocks;
ii. Repatriation of investment income, capital, and the proceeds of sales in foreign countries may require foreign governmental registration and/or approval;
iii. Greater risk of fluctuation in value of foreign investments due to changes in currency exchange rates, currency control regulations or currency devaluation;
iv. Inflation and rapid fluctuations in inflation rates may have negative effects on the economies and securities markets of certain developing and emerging markets countries;
v. Many of the developing and emerging markets countries securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility; and
vi. There is a risk in developing and emerging markets countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies.
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
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issue them. These securities involve the risks discussed above under Foreign Securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a countrys willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries. Foreign government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as Brady Bonds. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance, or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may impair the debtors ability or willingness to service its debts.
Foreign Exchange Transactions. Each Fund that may invest in foreign currency-denominated securities has the authority to purchase and sell put and call options on foreign currencies (foreign currency options), foreign currency futures contracts and related options, currencyrelated swaps and may engage in foreign currency transactions either on a spot (i.e., for prompt delivery and settlement) basis at the rate prevailing in the currency exchange market at the time or through forward foreign currency contracts (see Forward Foreign Currency Contracts). The use of these instruments may result in a loss to a Fund if the counterparty to the transaction (particularly with respect to OTC derivatives, as discussed further below) does not perform as promised, including because of such counterpartys bankruptcy or insolvency.
The Funds will incur costs in converting assets from one currency to another. Foreign exchange dealers may charge a fee for conversion. In addition, dealers may realize a profit based on the difference between the prices at which they buy and sell various currencies in the spot and forward markets.
A Fund will generally engage in foreign exchange transactions in order to complete a purchase or sale of foreign currency denominated securities. The Funds may also use foreign currency options, forward foreign currency contracts, foreign currency futures contracts, and currency-related swap contracts to increase or reduce exposure to a foreign currency or to shift exposure from one foreign currency to another in a cross currency hedge or to enhance returns. These transactions are intended to minimize the risk of loss due to a decline in the value of the hedged currencies; however, at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. Open positions in forward foreign currency contracts used for non-hedging purposes will be covered by the segregation of a sufficient amount of liquid assets.
A Fund may purchase and sell foreign currency futures contracts and purchase and write foreign currency options to increase or decrease its exposure to different foreign currencies. A Fund may also purchase and write foreign currency options in connection with foreign currency futures contracts or forward foreign currency contracts. Foreign currency futures contracts are traded on exchanges and have standard contract sizes and delivery dates. Most foreign currency futures contracts call for payment or delivery in U.S. dollars. The uses and risks of foreign currency futures contracts are similar to those of futures contracts relating to securities or indices (see Futures Contracts). Foreign currency futures contracts values can be expected to correlate with exchange rates but may not reflect other factors that affect the value of the Funds investments.
Whether or not any hedging strategy will be successful is highly uncertain, and use of hedging strategies may leave a Fund in a less advantageous position than if a hedge had not been established. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a forward foreign currency contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if Invescos or the Sub-Advisers predictions regarding the movement of foreign currency or securities markets prove inaccurate.
Certain Funds may hold a portion of their assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction
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costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. Foreign exchange transactions may involve some of the risks of investments in foreign securities. For a discussion of tax considerations relating to foreign currency transactions, see Dividends, Distributions, and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Foreign currency transactions.
Under definitions adopted by the Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC), non-deliverable foreign exchange forwards and OTC foreign exchange options are considered swaps. These instruments are therefore included in the definition of commodity interests for purposes of determining whether the Funds service providers qualify for certain exemptions and exclusions from regulation by the CFTC. Although forward foreign currency contracts have historically been traded in the OTC market, as swaps they may in the future be regulated to be centrally cleared and traded on public facilities. For more information, see Forward Foreign Currency Contracts and Swaps.
Exchange-Traded Funds (ETFs). Each Fund may purchase shares of ETFs. Most ETFs are registered under the 1940 Act as investment companies, although others may not be registered as investment companies and are registered as commodity pools. Therefore, a Funds purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under Other Investment Companies. ETFs have management fees, which increase their cost. Each Fund may invest in ETFs advised by unaffiliated advisers as well as ETFs advised by Invesco Capital Management LLC (Invesco Capital). Invesco, the Sub-Advisers and Invesco Capital are affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
Generally, ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the performance of a specified market index. The performance results of ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by ETFs. Furthermore, there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a particular index. Some ETFs are actively managed and instead of replicating, they seek to outperform a particular index or basket or price of a commodity or currency.
Only Authorized Participants (APs) may engage in creation or redemption transactions directly with ETFs. ETF shares are sold and redeemed by APs at net asset value only in large blocks called creation units and redemption units, respectively. Such market makers have no obligation to submit creation or redemption orders; consequently, there is no assurance that market makers will establish or maintain an active trading market for ETF shares. In addition, to the extent that APs exit the business or are unable to proceed with creation and/or redemption orders with respect to an ETF and no other AP is able to step forward to create or redeem units of an ETF, an ETFs shares may be more likely to trade at a premium or discount to net asset value and possibly face trading halts and/or delisting. ETF shares may be purchased and sold by all other investors in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day.
Investments in ETFs generally present the same primary risks as an investment in a conventional mutual fund that has the same investment objective, strategy and policies. Investments in ETFs further involve the same risks associated with a direct investment in the types of securities, commodities and/or currencies included in the indices the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is higher or lower than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETFs shares may be halted if the listing exchanges officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
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U.S. Government Obligations. Each Fund may invest in U.S. Government obligations, which are obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, and include bills, notes and bonds issued by the U.S. Treasury, as well as stripped or zero coupon U.S. Treasury obligations.
U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S. Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (iii) supported by the discretionary authority of the U.S. Government to purchase the agencys obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to default, a Fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. For example, while the U.S. Government has provided financial support to Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC), no assurance can be given that the U.S. Government will always do so, since the U.S. Government is not so obligated by law. There also is no guarantee that the government would support Federal Home Loan Banks. Accordingly, securities of FNMA, FHLMC and Federal Home Loan Banks, and other agencies, may involve a risk of non-payment of principal and interest. Any downgrade of the credit rating of the securities issued by the U.S. Government may result in a downgrade of securities issued by its agencies or instrumentalities, including government sponsored entities.
Temporary Investments. Each Fund may invest a portion of its assets in affiliated money market funds or in other types of money market instruments in which those funds would invest or other short-term U.S. Government securities for cash management purposes. Each Fund may invest up to 100% of its assets in investments that may be inconsistent with the Funds principal investment strategies for temporary defensive purposes in anticipation of or in response to adverse market, economic, political or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions. As a result, a Fund may not achieve its investment objective.
Mortgage-Backed and Asset-Backed Securities. Each Fund may invest in mortgage-backed and asset-backed securities including commercial mortgage-backed securities (CMBS) and residential mortgage-backed securities (RMBS). Mortgage-backed securities are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by nongovernment entities, such as commercial banks and other private lenders. Mortgage-related securities represent ownership in pools of mortgage loans assembled for sale to investors by various government agencies such as the Government National Mortgage Association (GNMA) and government-related organizations such as FNMA and FHLMC, as well as by nongovernment issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. These securities differ from conventional bonds in that the principal is paid back to the investor as payments are made on the underlying mortgages in the pool. Accordingly, a Fund receives monthly scheduled payments of principal and interest along with any unscheduled principal prepayments on the underlying mortgages. Because these scheduled and unscheduled principal payments must be reinvested at prevailing interest rates, mortgage-backed securities do not provide an effective means of locking in long-term interest rates for the investor.
In addition, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as Ginnie Maes) which are guaranteed as to the timely payment of principal and interest. That guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly
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owned by the U.S. Government within the Department of Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as Fannie Maes) and are guaranteed as to payment of principal and interest by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a government-sponsored entity (GSE) wholly-owned by public stockholders. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as Freddie Macs) and are guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury. FHLMC is a GSE wholly-owned by public stockholders.
Another type of mortgage-related security issued by GSEs, such as FNMA and FHLMC, are credit risk transfer securities. GSE credit risk transfer securities are unguaranteed and unsecured fixed or floating rate general obligations issued by GSEs, which are typically issued at par and have stated final maturities. In addition, GSE credit risk transfer securities are structured so that: (i) interest is paid directly by the issuing GSE; and (ii) principal is paid by the issuing GSE in accordance with the principal payments and default performance of a pool of residential mortgage loans acquired by the GSE. The issuing GSE selects the pool of mortgage loans based on that GSEs eligibility criteria, and the performance of the credit risk transfer securities will be directly affected by the selection of such underlying mortgage loans.
GSE credit risk transfer securities are not directly linked to or backed by the underlying mortgage loans. Thus, although the payment of principal and interest on such securities is tied to the performance of the pool of underlying mortgage loans, in no circumstances will the actual cash flow from the underlying mortgage loans be paid or otherwise made available to the holders of the securities and the holders of the securities will have no interest in the underlying mortgage loans. As a result, in the event that a GSE fails to pay principal or interest on its credit risk transfer securities or goes through a bankruptcy, insolvency or similar proceeding, holders of such credit risk transfer securities will have no direct recourse to the underlying mortgage loans. Such holders will receive recovery on par with other unsecured note holders (agency debentures) in such a scenario.
GSE credit risk transfer securities are issued in multiple tranches, which are allocated certain principal repayments and credit losses corresponding to the seniority of the particular tranche. Each tranche will have credit exposure to the underlying mortgage loans and the yield to maturity will be directly related to the amount and timing of certain defined credit events on the underlying mortgage loans, any prepayments by borrowers and any removals of a mortgage loan from the pool. Because credit risk exposure is allocated in accordance with the seniority of the particular tranche, principal losses will be first allocated to the most junior or subordinate tranches, thus making the most subordinate tranches subject to increased sensitivity to dramatic housing downturns. In addition, many credit risk transfer securities have collateral performance triggers (such as those based on credit enhancement, delinquencies or defaults) that could shut off principal payments to subordinate tranches.
The risks associated with an investment in GSE credit risk transfer securities will be different than the risks associated with an investment in mortgage-backed securities issued by GSEs, because some or all of the mortgage default or credit risk associated with the underlying mortgage loans in credit risk transfer securities is transferred to investors, such as the Fund. As a result, investors in GSE credit risk transfer securities could lose some or all of their investment in these securities if the underlying mortgage loans default.
The Funds may also invest in credit risk transfer securities issued by private entities, such as banks or other financial institutions. Credit risk transfer securities issued by private entities are structured similarly to those issued by GSEs, and are generally subject to the same types of risks, including credit, prepayment, extension, interest rate and market risks.
On September 7, 2008, FNMA and FHLMC were placed under the conservatorship of the Federal Housing Finance Agency (FHFA) to provide stability in the financial markets, mortgage availability and taxpayer protection by preserving FNMA and FHLMCs assets and property and putting FNMA and FHLMC in a sound and solvent position. Under the conservatorship, the management of FNMA and FHLMC was replaced.
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Since 2009, both FNMA and FHLMC have received significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of the entities mortgage-backed securities.
In February 2011, the Obama Administration produced a report to Congress outlining proposals to wind down FNMA and FHLMC and reduce the governments role in the mortgage market. Discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized, restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several continuing legal actions and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Importantly, the future of the entities is in question as the U.S. Government considers multiple options regarding the future of FNMA and FHLMC.
Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales contracts or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements and from sales of personal property. Regular payments received on asset-backed securities include both interest and principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.
If a Fund purchases a mortgage-backed or other asset-backed security at a premium, the premium may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed securitys average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the securitys return. In addition, while the trading market for short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial stress the trading market for these securities may become restricted.
CMBS and RMBS generally offer a higher rate of interest than government and government-related mortgage-backed securities because there are no direct or indirect government or government agency guarantees of payment. The risk of loss due to default on CMBS and RMBS is historically higher because neither the U.S. Government nor an agency or instrumentality have guaranteed them. CMBS and RMBS whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, may also be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-government mortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored by government entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided by a private guarantor, the Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.
Bank Instruments . Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposit, time deposits, and bankers acceptances from U.S. or foreign banks, as well as Eurodollar certificates of deposit (Eurodollar CDs) and Eurodollar
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time deposits of foreign branches of domestic banks. Some certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued by banks and savings and loan institutions in exchange for the deposit of funds, and can typically be traded in the secondary market prior to maturity. Other certificates of deposit, like time deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that are described for Foreign Securities.
Investment Grade Debt Obligations. Each Fund may invest in U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Debt obligations include, among others, bonds, notes, debentures or variable rate demand notes.
The Adviser considers investment grade securities to include: (i) securities rated BBB- or higher by S&P Global Ratings (S&P) or Baa3 or higher by Moodys Investor Service Inc. (Moodys) or an equivalent rating by another nationally recognized statistical rating organization (NRSRO), (ii) securities with comparable short-term NRSRO ratings, or (iii) unrated securities determined by the Adviser to be of comparable quality, each at the time of purchase. The description of debt securities ratings may be found in Appendix A.
In choosing corporate debt securities on behalf of a Fund, portfolio managers may consider:
(i) |
general economic and financial conditions; |
(ii) |
the specific issuers (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuers country; and, |
(iii) |
other considerations deemed appropriate. |
Debt securities are subject to a variety of risks, such as interest rate risk, income risk, prepayment risk, inflation risk, credit risk, currency risk and default risk.
Real Estate Investment Trusts (REITs). Each Fund may invest in equity interests and/or debt obligations issued by REITs.
REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States, or both. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments.
Investments in REITs may be subject to many of the same risks as direct investments in real estate. These risks include difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real estate directly as a result of a default on the REIT interests or obligations it owns.
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In addition to the risks of direct real estate investment described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. REITs are also subject to the following risks: they are dependent upon management skill and on cash flows; are not diversified; are subject to defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act; and are subject to interest rate risk. A Fund that invests in REITs will bear a proportionate share of the expenses of the REITs.
Furthermore, for tax reasons, a REIT may impose limits on how much of its securities any one investor may own. These ownership limitations (also called excess share provisions) may be based on ownership of securities by multiple funds and accounts managed by the same investment adviser and typically result in adverse consequences (such as automatic divesture of voting and dividend rights for shares that exceed the excess share provision) to investors who exceed the limit. A REITs excess share provision may result in a Fund being unable to purchase (or otherwise obtain economic exposure to) the desired amounts of certain REITs. In some circumstances, a Fund may seek and obtain a waiver from a REIT to exceed the REITs ownership limitations without being subject to the adverse consequences of exceeding such limit were a waiver not obtained, provided that the Fund complies with the provisions of the waiver.
Other Investment Companies. Unless otherwise indicated in this SAI or a Funds prospectus, each Fund may purchase shares of other investment companies, including ETFs. For each Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. For example, under certain conditions, a fund may acquire an unlimited amount of shares of mutual funds that are part of the same group of investment companies as the acquiring fund. In addition, these restrictions do not apply to investments by the 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.
Master Limited Partnerships (MLPs) . Invesco Charter Fund and Invesco Diversified Dividend Fund may invest in MLPs.
MLPs generally are limited partnerships (or limited liability companies), the common units of which are listed and traded on a national securities exchange or over-the-counter. MLPs generally have two classes of partners, the general partner and the limited partners. The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common (publicly traded) units for an initial period and then only converting to common if certain financial tests are met. The general partner also generally receives a larger portion of the net income as incentive. As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners.
MLP common units represent an equity ownership interest in a partnership, providing limited voting rights and entitling the holder to a share of the companys success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect directors
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annually and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a minimum quarterly distribution (MQD) prior to distributions to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have first right to the partnerships remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full.
The general partner or managing member interest in an MLP is typically retained by the original sponsors of an MLP, such as its founders, corporate partners and entities that sell assets to the MLP. The holder of the general partner or managing member interest can be liable in certain circumstances for amounts greater than the amount of the holders investment in the general partner or managing member. General partner or managing member interests often confer direct board participation rights in, and in many cases control over the operations of, the MLP. General partner or managing member interests can be privately held or owned by publicly traded entities. General partner or managing member interests receive cash distributions, typically in an amount of up to 2% of available cash, which is contractually defined in the partnership or limited liability company agreement. In addition, holders of general partner or managing member interests typically receive incentive distribution rights (IDRs), which provide them with an increasing share of the entitys aggregate cash distributions upon the payment of per common unit distributions that exceed specified threshold levels above the MQD. Incentive distributions to a general partner are designed to encourage the general partner, who controls and operates the partnership, to maximize the partnerships cash flow and increase distributions to the limited partners. Due to the IDRs, general partners of MLPs have higher distribution growth prospects than their underlying MLPs, but quarterly incentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributions to common and subordinated unit holders in the event of a reduction in the MLPs quarterly distribution. The ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition, some MLPs permit the holder of IDRs to reset, under specified circumstances, the incentive distribution levels and receive compensation in exchange for the distribution rights given up in the reset.
Some companies in which the Fund may invest have been organized as limited liability companies (MLP LLCs). Such MLP LLCs generally are treated in the same manner as MLPs for federal income tax purposes (i.e., generally taxed as partnerships). MLP LLC common units trade on a national securities exchange or OTC. In contrast to MLPs, MLP LLCs have no general partner and there are generally no incentives that entitle management or other unitholders to increased percentages of cash distributions as distributions reach higher target levels. In addition, MLP LLC common unitholders typically have voting rights with respect to the MLP LLC, whereas MLP common units have limited voting rights.
Investments in securities of an MLP involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLPs general partner, cash flow risks, dilution risks and risks related to the general partners right to require unit-holders to sell their common units at an undesirable time or price. Certain MLP securities may trade in lower volumes due to their smaller capitalizations, and may be subject to more abrupt or erratic price movements and lower market liquidity. MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
There are also certain tax risks undertaken by the Fund when it invests in MLPs. MLPs are generally treated as partnerships for U.S. federal income tax purposes, subject to the application of certain partnership audit rules. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnerships income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could
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result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. This would have the effect of reducing the amount of cash available for distribution by the MLP and could result in a reduction in the value of the Funds investment in the MLP and lower income to the Fund. Also, to the extent a distribution received by a Fund from an MLP is treated as a return of capital, the Funds adjusted tax basis in the interests of the MLP will be reduced, which may increase the Funds tax liability upon the sale of the interests in the MLP or upon subsequent distributions in respect of such interests.
Forward Commitments, When-Issued and Delayed Delivery Securities. Each Fund other than Invesco Summit Fund may purchase and sell securities on a forward commitment, when-issued and delayed delivery basis whereby the Fund buys or sells a security with payment and delivery taking place in the future.
Securities purchased or sold on a forward commitment, when-issued or delayed delivery basis involve delivery and payment that take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser until the security is delivered. Forward commitments also include to be announced (TBA) dollar roll transactions, which are contracts for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date, whereby the specific mortgage-backed securities will be delivered to fulfill the trade obligation or terms of the contract are not specifically identified at the time of the trade. A Fund may also enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date. Although a Fund generally intends to acquire or dispose of securities on a forward commitment, when-issued or delayed delivery basis, a Fund may sell these securities or its commitment before the settlement date if deemed advisable.
When purchasing a security on a forward commitment, when-issued or delayed delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuation, and takes such fluctuations into account when determining its net asset value. Securities purchased on a forward commitment, when-issued or delayed delivery basis are subject to changes in value based upon the publics perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on such a basis may expose a Fund to risks because they may experience such fluctuations prior to actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery basis may involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself.
Many forward commitments, when-issued and delayed delivery transactions, including TBAs, are also subject to the risk that a counterparty may become bankrupt or otherwise fail to perform its obligations due to financial difficulties, including making payments or fulfilling obligations to a Fund. A Fund may obtain no or only limited recovery in a bankruptcy or other organizational proceedings, and any recovery may be significantly delayed. With respect to forward settling TBA transactions involving U.S. Government agency mortgage-backed securities, the counterparty risk may be mitigated by the exchange of variation between the counterparties on a regular basis as the market value of the deliverable security fluctuates. Additionally, new regulatory rules anticipated to be effective in March 2019 will require the exchange of initial and/or variation margin between counterparties of forward settling TBA transactions involving U.S. Government agency and GSE-sponsored mortgage-backed securities.
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
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transactions in order to honor its commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the forward commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional forward, when-issued or delayed delivery commitments will be made by a Fund if, as a result, more than 25% of the Funds total assets would become so committed. The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of a Fund until settlement. TBA transactions and transactions in other forward-settling mortgage-backed securities are effected pursuant to a collateral agreement with the seller. A Fund provides to the seller collateral consisting of cash or liquid securities in an amount as specified by the agreement upon initiation of the transaction. A Fund will make payments throughout the term of the transaction as collateral values fluctuate to maintain full collateralization for the term of the transaction. Collateral will be marked-to-market every business day. If the seller defaults on the transaction or declares bankruptcy or insolvency, a Fund might incur expenses in enforcing its rights, or the Fund might experience delay and costs in recovering collateral or may suffer a loss of principal and interest if the value of the collateral declines. In these situations, a Fund will be subject to greater risk that the value of the collateral will decline before it is recovered or, in some circumstances, the Fund may not be able to recover the collateral, and the Fund will experience a loss.
Short Sales. Each Fund may engage in short sales. A Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Funds total assets. This limitation does not apply to short sales against the box.
A short sale involves the sale of a security which a Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, a Fund must borrow the security from a broker. A Fund normally closes a short sale by purchasing an equivalent number of shares of the borrowed security on the open market and delivering them to the broker. A short sale is typically effected when the Adviser believes that the price of a particular security will decline. Open short positions using options, futures, swaps or forward foreign currency contracts are not deemed to constitute selling securities short.
To secure its obligation to deliver the securities sold short to the broker, a Fund will be required to deposit cash or liquid securities with the broker. In addition, a Fund may have to pay a premium to borrow the securities, and while the loan of the security sold short is outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares sold short. In addition to maintaining collateral with the broker, a Fund will earmark or segregate an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. The collateral will be marked-to-market daily. The amounts deposited with the broker or segregated with the custodian do not have the effect of limiting the amount of money that a Fund may lose on a short sale. Short sale transactions covered in this manner are not treated as senior securities for purposes of a Funds fundamental investment limitation on senior securities and borrowings.
Short positions create a risk that a Fund will be required to cover them by buying the security at a time when the security has appreciated in value, thus resulting in a loss to the Fund. A short position in a security poses more risk than holding the same security long. Because a short position loses value as the securitys price increases, the loss on a short sale is theoretically unlimited. The loss on a long position is limited to what the Fund originally paid for the security together with any transaction costs. A Fund may not always be able to borrow a security a Fund seeks to sell short at a particular time or at an acceptable price. It is possible that the market value of the securities the Fund holds in long positions will decline at the same time that the market value of the securities the Fund has sold short increases, thereby increasing the Funds potential volatility. Because the Fund may be required to pay dividends, interest, premiums and other expenses in connection with a short sale, any benefit for the Fund resulting from the short sale will be decreased, and the amount of any ultimate gain or loss will be decreased or increased, respectively, by the amount of such expenses.
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The Funds may enter into short sales against the box. Short sales against the box are short sales of securities that a Fund owns or has the right to obtain (equivalent in kind or amount to the securities sold short). If a Fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding. The Fund will incur transaction costs including interest expenses, in connection with opening, maintaining, and closing short sales against the box.
Short sales against the box result in a constructive sale and require a Fund to recognize any taxable gain unless an exception to the constructive sale applies. See Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Options, futures, forward contracts, swap agreements and hedging transactions.
Margin Transactions. None of the Funds will purchase any security on margin, except that each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by a Fund of initial or variation margin in connection with futures, swaps or related options transactions and the use of a reverse repurchase agreement to finance the purchase of a security will not be considered the purchase of a security on margin.
Interfund Loans. The SEC has issued an exemptive order permitting the Invesco Funds to borrow money from and lend money to each other for temporary or emergency purposes. The Invesco Funds interfund lending program is subject to a number of conditions, including the requirements that: (1) an interfund loan generally will occur only if the interest rate on the loan is more favorable to the borrowing fund than the interest rate typically available from a bank for a comparable transaction and the rate is more favorable to the lending fund than the rate available on overnight repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). A Fund may participate in the program only if and to the extent that such participation is consistent with the Funds investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one days notice and may be repaid on any day.
Borrowing. The Funds may borrow money to the extent permitted under the 1940 Act Laws, Interpretations and Exemptions (defined below). 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 another 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.
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Lending Portfolio Securities. Each Fund may lend its portfolio securities (principally to broker-dealers) to generate additional income. Such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend portfolio securities to the extent of one-third of its total assets. A Fund will loan its securities only to parties that Invesco has determined are in good standing and when, in Invescos judgment, the income earned would justify the risks.
A Fund will not have the right to vote securities while they are on loan, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly.
Any cash received as collateral for loaned securities will be invested, in accordance with a Funds investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. Investing this cash subjects that investment to market appreciation or depreciation. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset. The Fund will bear any loss on the investment of cash collateral.
For a discussion of tax considerations relating to lending portfolio securities, see Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Securities lending.
Repurchase Agreements. Each Fund may engage in repurchase agreement transactions involving the types of securities in which it is permitted to invest. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during a Funds holding period. A Fund may enter into a continuing contract or open repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying securities from the Fund on demand and the effective interest rate is negotiated on a daily basis. Repurchase agreements may be viewed as loans made by a Fund which are collateralized by the securities subject to repurchase.
In any repurchase transaction, collateral for a repurchase agreement may include cash items, obligations issued by the U.S. Government or its agencies or instrumentalities. A Fund may engage in repurchase agreements collateralized by securities that are rated investment grade and below investment grade by the requisite NRSROs or unrated securities of comparable quality, loan participations and equities.
If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, a Fund might incur expenses in enforcing its rights, and could experience a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement, including interest. In addition, although the Bankruptcy Code and other insolvency laws may provide certain protections for some types of 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.
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The Funds may enter into repurchase agreements that involve securities that may be subject to a court-ordered or other stay in the event of the sellers bankruptcy or insolvency. A stay will prevent a Fund from selling the securities it holds under a repurchase agreement until permitted by a court or other authority. In these situations a Fund may be subject to greater risk that the value of the securities may decline before they are sold, and that the Fund may experience a loss.
The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. Custody of the securities will be maintained by the Funds custodian or sub-custodian for the duration of the agreement.
The Funds may invest their cash balances in joint accounts with other Invesco Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements may be considered loans by a Fund under the 1940 Act.
Invesco Charter Fund may enter into repurchase agreements (at any time up to 50% of its total net assets), using only U.S. Government Securities, for the sole purpose of increasing its yield on idle cash.
Restricted and Illiquid Securities. The Funds may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets.
For purposes of the above 15% limitation, illiquid investment means any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, as determined pursuant to the 1940 Act and applicable rules and regulations thereunder. Illiquid securities may include a wide variety of investments, such as: (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features); (2) OTC options contracts and certain other derivatives (including certain swap agreements); (3) fixed time deposits that are not subject to prepayment or that provide for withdrawal penalties upon prepayment (other than overnight deposits); (4) loan interests and other direct debt instruments; (5) municipal lease obligations; (6) commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act); and (7) securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, as amended, or otherwise restricted under the federal securities laws, including private placement securities sold pursuant to Regulation S.
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 adopted by the Trust on behalf of the Funds.
A derivative is a financial instrument whose value is dependent upon the value of other assets, rates or indices, referred to as underlying reference assets. These underlying reference assets may include, among others, commodities, stocks, bonds, interest rates, currency exchange rates or related indices. Derivatives include, among others, swaps, options, futures and forward foreign currency contracts. Some derivatives, such as futures and certain options, are traded on U.S. commodity and
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securities exchanges, while other derivatives, such as many types of swap agreements, are privately negotiated and entered into in the OTC market. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and implementing rules require certain types of swaps to be traded on public facilities and centrally cleared.
Derivatives may be used for hedging, which means that they may be used when the portfolio managers seek to protect the Funds investments from a decline in value, which could result from changes in interest rates, market prices, currency fluctuations and other market factors. Derivatives may also be used when the portfolio managers seek to increase liquidity, implement a tax or cash management strategy, invest in a particular stock, bond or segment of the market in a more efficient or less expensive way, modify the characteristics of the Funds portfolio investments, for example, duration, and/or to enhance return. However derivatives are used, their successful use is not assured and will depend upon, among other factors, the portfolio managers ability to predict and understand relevant market movements.
Because certain derivatives involve leverage, that is, the amount invested may be smaller than the full economic exposure of the derivative instrument and the Fund could lose more than it invested, federal securities laws, regulations and guidance may require the Fund to earmark assets, to reduce the risks associated with derivatives, or to otherwise hold instruments that offset the Funds current obligations under the derivatives instrument. This process is known as cover. A Fund will not enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and, if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value at least sufficient to cover its current obligations under a derivative transaction or otherwise cover the transaction in accordance with applicable SEC guidance. If a large portion of a Funds assets is used for cover, it could affect portfolio management or the Funds ability to meet redemption requests or other current obligations. The leverage involved in certain derivative transactions may result in a Funds net asset value being more sensitive to changes in the value of the related investment.
For swaps, forwards, options and futures that are contractually required to cash-settle, the Funds set aside liquid assets in an amount equal to the Funds respective daily mark-to-market (net) obligations, if any (i.e., the Funds respective daily net liabilities, if any), rather than such contracts full notional value. By setting aside assets equal to only its net obligations under cash-settled swaps, forwards, options and futures contracts, the Funds will have the ability to employ leverage to a greater extent than if the Funds were required to segregate assets equal to the full notional value of such contracts. Instruments that do not cash settle may be treated as cash settled for purposes of setting aside assets when a Fund has entered into a contractual arrangement with a third party futures commission merchant (FCM) or other counterparty to off-set the Funds exposure under the contract and, failing that, to assign its delivery obligation under the contract to the counterparty. The Funds reserve the right to modify their asset segregation policies in the future to comply with any changes in the positions articulated from time to time by the SEC.
Commodity Exchange Act (CEA) Regulation and Exclusions:
With respect to the Funds, Invesco has claimed an exclusion from the definition of commodity pool operator (CPO) under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, Invesco is relying upon a related exclusion from the definition of commodity trading advisor (CTA) under the CEA and the rules of the CFTC with respect to the Funds.
The terms of the CPO exclusion require each Fund, among other things, to adhere to certain limits on its investments in commodity interests. Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards, as further described below. Because Invesco and the Funds intend to comply with the terms of the CPO exclusion, the Funds may, in the future, need to adjust their investment strategies, consistent with their investment objectives, to limit their investments in these types of instruments. The Funds are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved Invescos reliance on these exclusions, or the Funds, their investment strategies, their prospectuses or this SAI.
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Generally, the exclusion from CPO regulation on which Invesco relies requires the Funds to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the Funds positions in commodity interests may not exceed 5% of the liquidation value of the Funds portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Funds commodity interest positions, determined at the time the most recent such position was established, may not exceed 100% of the liquidation value of the Funds portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, the Funds may not market themselves as commodity pools or otherwise as a vehicles for trading in the commodity futures, commodity options or swaps markets. If, in the future, a Fund can no longer satisfy these requirements, Invesco would withdraw its notice claiming an exclusion from the definition of a CPO, and Invesco would be subject to registration and regulation as a CPO with respect to the Fund in accordance with the CFTC rules that allow for substituted compliance with CFTC disclosure and shareholder reporting requirements based on Invescos compliance with comparable SEC requirements. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses.
General risks associated with derivatives:
The use by the Funds of derivatives may involve certain risks, as described below.
Counterparty Risk : The risk that a counterparty under a derivatives agreement will not live up to its obligations, including because of the counterpartys bankruptcy or insolvency. Certain agreements may not contemplate delivery of collateral to support fully a counterpartys contractual obligations; therefore, a Fund might need to rely on contractual remedies to satisfy the counterpartys full obligation. As with any contractual remedy, there is no guarantee that a Fund will be successful in pursuing such remedies, particularly in the event of the counterpartys bankruptcy. The agreement may allow for netting of the counterpartys obligations with respect to a specific transaction, in which case a Funds obligation or right will be the net amount owed to or by the counterparty. The Fund will not enter into a derivative transaction with any counterparty that Invesco and/or the Sub-Advisers believe does not have the financial resources to honor its obligations under the transaction. Invesco monitors the financial stability of counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the financial stability of the guarantor instead of the counterparty. If a counterpartys credit worthiness declines, the value of the derivative would also likely decline, potentially resulting in losses to a Fund.
A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the agreements with that counterparty would exceed 5% of the Funds net assets determined on the date the transaction is entered into or as otherwise permitted by law.
Leverage Risk : Leverage exists when a Fund can lose more than it originally invests because it purchases or sells an instrument or enters into a transaction without investing an amount equal to the full economic exposure of the instrument or transaction. A Fund segregates or earmarks assets or otherwise covers transactions that may give rise to leverage. Leverage may cause a Fund to be more volatile because it may exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities. The use of some derivatives may result in economic leverage, which does not result in the possibility of a Fund incurring obligations beyond its initial investment, but that nonetheless permits the Fund to gain exposure that is greater than would be the case in an unlevered instrument. The Funds do not segregate or otherwise cover investments in derivatives with economic leverage.
Liquidity Risk : The risk that a particular derivative is difficult to sell or liquidate. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses to the Fund.
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Pricing Risk : The risk that the value of a particular derivative does not move in tandem or as otherwise expected relative to the corresponding underlying instruments.
Risks of Potential Increased Regulation of Derivatives : The regulation of derivatives is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
It is not possible to predict fully the effects of current or future regulation. However, it is possible that developments in government regulation of various types of derivative instruments, such as speculative position limits on certain types of derivatives, or limits or restrictions on the counterparties with which the Funds engage in derivative transactions, may limit or prevent a Fund from using or limit a Funds use of these instruments effectively as a part of its investment strategy, and could adversely affect a Funds ability to achieve its investment objective. Invesco will continue to monitor developments in the area, particularly to the extent regulatory changes affect a Funds ability to enter into desired swap agreements. New requirements, even if not directly applicable to a Fund, may increase the cost of a Funds investments and cost of doing business.
Regulatory Risk : The risk that a change in laws or regulations will materially impact a security or market.
Tax Risks : For a discussion of the tax considerations relating to derivative transactions, see Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions.
General risks of hedging strategies using derivatives:
The use by the Funds of hedging strategies involves special considerations and risks, as described below.
Successful use of hedging transactions depends upon Invescos and the Sub-Advisers ability to predict correctly the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While Invesco and the Sub-Advisers are experienced in the use of derivatives for hedging, there can be no assurance that any particular hedging strategy will succeed.
In a hedging transaction, there might be imperfect correlation, or even no correlation, between the price movements of an instrument used for hedging and the price movements of the investments being hedged. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded.
Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. Investors should bear in mind that a Fund is not obligated to actively engage in hedging. For example, a Fund may not have attempted to hedge its exposure to a particular foreign currency at a time when doing so might have avoided a loss.
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Types of derivatives:
Swaps. Each Fund may engage in certain strategies involving swaps to attempt to manage the risk of its investments or, in certain circumstances, for investment purposes (e.g., as a substitute for investing in securities). All Funds may enter into swap agreements.
Generally, swap agreements are contracts between a Fund and another party (the counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (FCM) and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In a basic swap transaction, the Fund agrees with its counterparty to exchange the returns (or differentials in returns) and/or cash flows earned or realized on a particular asset such as an equity or debt security, commodity, currency, interest rate or index, calculated with respect to a notional amount. The notional amount is the set amount selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not exchange the notional amount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular foreign currency, or a basket of securities representing a particular index. Swap agreements can also be based on credit and other events. In some cases, such as cross currency swaps, the swap agreement may require delivery (exchange) of the entire notional value of one designated currency for another designated currency.
Comprehensive swaps regulation . The Dodd-Frank Act and related regulatory developments imposed comprehensive regulatory requirements on swaps and swap market participants. The regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements in swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps. The SEC has jurisdiction over a small segment of the market referred to as security-based swaps, which includes swaps on single securities or credits, or narrow-based indices of securities or credits.
Uncleared swaps. In an uncleared swap, the swap counterparty is typically a brokerage firm, bank or other financial institution. In the event that one party to the swap transaction defaults, and the transaction is terminated prior to its scheduled termination date, one of the parties may be required to make an early termination payment to the other. An early termination payment may be payable by either the defaulting party or the non-defaulting party, under certain circumstances depending upon which of them is in-the-money with respect to the swap at the time of its termination. Early termination payments may be calculated in various ways, but generally represent the amount that the in-the-money party would have to pay to replace the swap as of the date of its termination.
During the term of an uncleared swap, a Fund will be required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the Fund to the counterparty if all outstanding swaps between the parties were terminated on the date in question, including any early termination payments (variation margin). Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty will be required to pledge cash or other assets to cover its obligations to a Fund. However, the amount pledged will not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults in its obligations to a Fund, the amount pledged by the counterparty and available to the Fund may not be sufficient to cover all the amounts due to the Fund and the Fund may sustain a loss.
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Currently, the Funds do not typically provide initial margin in connection with uncleared swaps. However, rules requiring initial margin to be posted by certain market participants for uncleared swaps have been adopted and are being phased in over time. When these rules take effect with respect to the Funds, if a Fund is deemed to have material swaps exposure, it will, under applicable swap regulations, be required to post initial margin in addition to variation margin.
Uncleared swaps are not traded on exchanges. As a result, swap participants may not be as protected as participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse. As a result, a Fund is subject to the risk that a counterparty will be unable or will refuse to perform under such agreement, including because of the counterpartys bankruptcy or insolvency. The Fund risks the loss of the accrued but unpaid amounts under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty. In such an event, the Fund will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the Funds rights as a creditor. If the counterpartys creditworthiness declines, the value of a swap agreement would likely decline, potentially resulting in losses.
Cleared Swaps. Certain standardized swaps are subject to mandatory central clearing and exchange trading. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional costs and risks not involved with uncleared swaps. The Dodd-Frank Act and related regulatory developments will ultimately require the clearing and exchange-trading of many swaps. Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing and public trading facilities making such cleared swaps available to trade. To date, the CFTC has designated only certain of the most common credit default index swaps and certain interest rate swaps as subject to mandatory clearing and certain public trading facilities have made these swaps available to trade, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing and trade execution requirements.
In a cleared swap, a Funds ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each partys FCM, which must be a member of the clearinghouse that serves as the central counterparty.
When a Fund enters into a cleared swap, it must deliver to the central counterparty (via the FCM) an amount referred to as initial margin. Initial margin requirements are determined by the central counterparty, and are typically calculated as an amount equal to the volatility in market value of the cleared swap over a fixed period, but an FCM may require additional initial margin above the amount required by the central counterparty. During the term of the swap agreement, a variation margin amount may also be required to be paid by the Fund or may be received by the Fund in accordance with margin controls set for such accounts. If the value of the Funds cleared swap declines, the Fund will be required to make additional variation margin payments to the FCM to settle the change in value. Conversely, if the market value of the Funds position increases, the FCM will post additional variation margin to the Funds account. At the conclusion of the term of the swap agreement, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain are paid to the Fund.
Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterparty to each participants swap, but it does not eliminate those risks completely. There is also a risk of loss by a Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position, or the central counterparty in a swap contract. The assets of a Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on
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behalf of an FCMs customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty. Credit risk of cleared swap participants is concentrated in a few clearinghouses, and the consequences of insolvency of a clearinghouse are not clear.
With cleared swaps, a Fund may not be able to obtain terms as favorable as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with a Fund, which may include the imposition of position limits or additional margin requirements with respect to the Funds investment in certain types of swaps. Central counterparties and FCMs can require termination of existing cleared swap transactions upon the occurrence of certain events, and can also require increases in margin above the margin that is required at the initiation of the swap agreement.
Finally, a Fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.
Commonly used swap agreements include:
Credit Default Swaps (CDS) : A CDS is an agreement between two parties where the first party agrees to make one or more payments to the second party, while the second party assumes the risk of certain defaults, generally a failure to pay or bankruptcy of the issuer on a referenced debt obligation. CDS transactions are typically individually negotiated and structured. A Fund may enter into CDS to create long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities.
A Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a counterparty (the seller) taking on the risk of default of a referenced debt obligation (the Reference Obligation). If a credit event occurs for the Reference Obligation, the Fund would cease making premium payments and it would deliver defaulted bonds to the seller. In return, the seller would pay the notional value of the Reference Obligation to the Fund. Alternatively, the two counterparties may agree to cash settlement in which the seller delivers to the Fund (buyer) the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund pays the fixed premium to the seller for the life of the contract, and no other exchange occurs.
Alternatively, a Fund may sell a CDS (sell credit protection). In this transaction the Fund will receive premium payments from the buyer in exchange for taking the risk of default of the Reference Obligation. If a credit event occurs for the Reference Obligation, the buyer would cease to make premium payments to the Fund and deliver the Reference Obligation to the Fund. In return, the Fund would pay the notional value of the Reference Obligation to the buyer. Alternatively, the two counterparties may agree to cash settlement in which the Fund would pay the buyer the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund receives the premium payments over the life of the contract, and no other exchange occurs.
Credit Default Index Swaps (CDX) . A CDX is a swap on an index of CDS. A CDX allows an investor to manage credit risk or to take a position on a basket of credit entities (such as CDS or CMBS) in a more efficient manner than transacting in single name CDS. If a credit event occurs in one of the underlying companies, the protection is paid out via the delivery of the defaulted bond by the buyer of protection in return for payment of the notional value of the defaulted bond by the seller of protection or it may be settled through a cash settlement between the two parties. The underlying company is then removed from the index. New series of CDX are issued on a regular basis. A Commercial Mortgage-Backed Index (CMBX) is a type of CDX made up of 25 tranches of commercial mortgage-backed securities (See Debt Instruments Mortgage-Backed and Asset-Backed Securities) rather than CDS. Unlike other CDX contracts where credit events are intended to capture an event of default. CMBX
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involves a pay-as-you-go (PAUG) settlement process designed to capture non-default events that affect the cash flow of the reference obligation. PAUG involves ongoing, two-way payments over the life of a contract between the buyer and the seller of protection and is designed to closely mirror the cash flow of a portfolio of cash commercial mortgage-backed securities.
Foreign Exchange Swaps: A foreign exchange swap involves an agreement between two parties to exchange two different currencies on a specific date at a fixed rate, and an agreement for the reverse exchange of those two currencies at a later date and at a fixed rate. Foreign exchange swaps were exempted from the definition of swaps by the U.S. Treasury and are therefore not subject to many rules under the CEA that apply to swaps, including the mandatory clearing requirement. They are also not considered commodity interests for purposes of CEA Regulations and Exclusions, discussed above. However, foreign exchange swaps nevertheless remain subject to the CFTCs trade reporting requirements, enhanced anti-evasion authority, and strengthened business conduct standards.
Currency Swaps: A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential between them. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. A Fund may also enter into currency swaps on a net basis, which means the two different currency payment streams under the swap agreement are converted and netted out to a single cash payment in just one of the currencies.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions could result in losses to a Fund if it is unable to deliver or receive a specified currency or funds in settlement of obligations, including swap transaction obligations. These actions could also have an adverse effect on a Funds swap transactions or cause a Funds hedging positions to be rendered useless, resulting in full currency exposure as well as incurring unnecessary transaction costs.
Interest Rate Swaps: An agreement between two parties pursuant to which the parties exchange a floating rate payment for a fixed rate payment based on a specified principal or notional amount. In other words, Party A agrees to pay Party B a fixed interest rate multiplied by a notional amount and in return Party B agrees to pay Party A a variable interest rate multiplied by the same notional amount.
Commodity Swaps: A commodity swap agreement is a contract in which one party agrees to make periodic payments to another party based on the change in market value of a commodity-based underlying instrument (such as a specific commodity or commodity index) in return for periodic payments based on a fixed or variable interest rate or the total return from another commodity-based underlying instrument. In a total return commodity swap, a Fund receives the price appreciation of a commodity index, a portion of a commodity index or a single commodity in exchange for paying an agreed-upon fee.
Total Return Swaps: An agreement in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains.
Volatility and Variance Swaps : A volatility swap involves an exchange between a Fund and a counterparty of periodic payments based on the measured volatility of an underlying security, currency, commodity, interest rate, index or other reference asset over a specified time frame. Depending on the structure of the swap, either the Funds or the counterpartys payment obligation will typically be based on the realized volatility of the reference asset as measured by changes in its price or level over a specified time period while the other partys payment obligation will be based on a specified rate representing expected volatility for the reference asset at the time the swap is executed, or the measured volatility of a different reference asset over a specified time period. The Fund will typically make or lose money on a volatility swap depending on the magnitude of the reference assets volatility, or size of the movements in
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its price, over a specified time period, rather than general increases or decreases in the price of the reference asset. Volatility swaps are often used to speculate on future volatility levels, to trade the spread between realized and expected volatility, or to decrease the volatility exposure of other investments held by the Fund. Variance swaps are similar to volatility swaps except payments are based on the difference between the implied and measured volatility mathematically squared.
Inflation swaps : Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index, such as the Consumer Price Index, over the term of the swap (with some lag on the referenced inflation index), and the other party pays a compounded fixed rate. Inflation swap agreements may be used to protect the net asset value of the Fund against an unexpected change in the rate of inflation measured by an inflation index. The value of inflation swap agreements is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation.
Swaptions: An option on a swap agreement, also called a swaption, is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
Swaptions are considered to be swaps for purposes of CFTC regulation. Although they are currently traded OTC, the CFTC may in the future designate certain options on swaps as subject to mandatory clearing and exchange trading.
Options. Each Fund may engage in certain strategies involving options to attempt to manage the risk of its investments or, in certain circumstances, for investment purposes (e.g., as a substitute for investing in securities). All Funds may invest in options.
An option is a contract that gives the purchaser of the option, in return for the premium paid, the right, but not the obligation, to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option at the exercise price during the term of the option (for American style options) or on a specified date (for European style options), the security, currency or other instrument underlying the option (or delivery of a cash settlement price, in the case of certain options, such as an index option and other cash-settled options). An option on a CDS or a futures contract (described below) gives the purchaser the right, but not the obligation, to enter into a CDS or assume a position in a futures contract.
Option transactions present the possibility of large amounts of exposure (or leverage), which may result in a Funds net asset value being more sensitive to changes in the value of the option.
The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions.
A Fund may effectively terminate its right or obligation under an option by entering into an offsetting closing transaction. For example, a Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. Closing transactions permit a Fund to realize profits or limit losses on an option position prior to its exercise or expiration.
Options may be either listed on an exchange or traded in OTC markets. Listed options are tri-party contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates and differ from exchange-traded
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options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time; therefore the Fund may be required to treat some or all OTC options as illiquid securities. Although a Fund will enter into OTC options only with dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to exercise or expiration. In the event of insolvency of the dealer, a Fund might be unable to close out an OTC option position at any time prior to its expiration.
Types of Options :
Put Options on Securities: A put option gives the purchaser the right to sell, to the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option (for American style options) or on a specified date (for European style options), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency for the exercise price.
Call Options on Securities: A call option gives the purchaser the right to buy, from the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (for American style options) or on a specified date (for European style options), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell to and deliver the underlying security, contract or foreign currency to the purchaser of the call option for the exercise price.
Index Options: Index options (or options on securities indices) give the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the multiplier), which determines the total dollar value for each point of such difference.
The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. A Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities that underlie the index and, as a result, bears the risk that the value of the securities held will not be perfectly correlated with the value of the index.
CDS Options: A CDS option transaction gives the buyer the right, but not the obligation, to enter into a CDS at a specified future date and under specified terms in exchange for paying a market based purchase price or premium. The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.
Option Techniques:
Writing Options: A Fund may write options to generate additional income and to seek to hedge its portfolio against market or exchange rate movements. As the writer of an option, the Fund may have no control over when the underlying reference asset must be sold (in the case of a call option) or purchased (in the case of a put option, if the option was structured as an American style option), because the option purchaser may notify the Fund of exercise at any time prior to the expiration of the option. In addition, if the option is cash-settled instead of deliverable, the Fund is obligated to pay the option purchaser the difference between the exercise price and the value of the underlying reference asset,
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instead of selling or purchasing the underlying reference asset, if the option is exercised. In general, options are rarely exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium.
A Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying reference asset. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying reference asset will decline below the exercise price, in which case the put option may be exercised and the Fund may suffer a loss.
In return for the premium received for writing a call option on a reference asset, the Fund foregoes the opportunity for profit from a price increase in the underlying reference asset above the exercise price so long as the option remains open, but retains the risk of loss should the price of the reference asset decline.
If an option that a Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying reference asset, held by the Fund during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying reference asset, which will be increased or offset by the premium received. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which a Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold. However, once a Fund has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver (for a call) or purchase (for a put) the underlying reference asset at the exercise price (if deliverable) or pay the difference between the exercise price and the value of the underlying reference asset (if cash-settled).
Purchasing Options:
A Fund may purchase a put option on an underlying reference asset owned by the Fund in order to protect against an anticipated decline in the value of the underlying reference asset held by the Fund; or purchase put options on underlying securities, contracts or currencies against which it has written other put options. The premium paid for the put option and any transaction costs would reduce any profit realized when the underlying reference asset is delivered upon the exercise of the put option. Conversely, if the underlying reference asset does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost.
A Fund may purchase a call option for the purpose of acquiring the underlying reference asset for its portfolio, or on underlying reference assets against which it has written other call options. The Fund is not required to own the underlying reference asset in order to purchase a call option. If the Fund does not own the underlying position, the purchase of a call option would enable a Fund to acquire the underlying reference asset at the exercise price of the call option plus the premium paid. So long as it holds a call option, rather than the underlying reference asset itself, the Fund is partially protected from any unexpected increase in the market price of the underlying reference asset. If the market price does not exceed the exercise price, the Fund could purchase the underlying reference asset on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.
Straddles/Spreads/Collars. Each Fund, for hedging purposes, may enter into straddles, spreads or collars to adjust the risk and return characteristics of the Funds overall position.
Spread and straddle options transactions. In spread transactions, a Fund buys and writes a put or buys and writes a call on the same underlying instrument with the options having different exercise prices, expiration dates, or both. In straddles, a Fund purchases a put option and a call option or writes a put option and a call option on the same instrument with the same expiration date and typically the same exercise price. When a Fund engages in spread and straddle transactions, it seeks to profit from
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differences in the option premiums paid and received and in the market prices of the related options positions when they are closed out or sold. Because these transactions require the Fund to buy and/or write more than one option simultaneously, the Funds ability to enter into such transactions and to liquidate its positions when necessary or deemed advisable may be more limited than if the Fund were to buy or sell a single option. Similarly, costs incurred by the Fund in connection with these transactions will in many cases be greater than if the Fund were to buy or sell a single option.
Option Collars. A Fund also may use option collars. A collar position combines a put option purchased by the Fund (the right of the Fund to sell a specific security within a specified period) with a call option that is written by the Fund (the right of the counterparty to buy the same security) in a single instrument. The Funds right to sell the security is typically set at a price that is below the counterpartys right to buy the security. Thus, the combined position collars the performance of the underlying security, providing protection from depreciation below the price specified in the put option, and allowing for participation in any appreciation up to the price specified by the call option.
Warrants. Each Fund may purchase warrants.
A warrant gives the holder the right to purchase securities from the issuer at a specific price within a certain time frame and is similar to a call option. The main difference between warrants and call options is that warrants are issued by the company that will issue the underlying security, whereas options are not issued by the company. Young, unseasoned companies often issue warrants to finance their operations.
Rights. Rights are equity securities representing a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance, before the stock is offered to the general public. A stockholder who purchases rights may be able to retain the same ownership percentage after the new stock offering. A right usually enables the stockholder to purchase common stock at a price below the initial offering price. The Fund that purchases a right takes the risk that the right might expire worthless because the market value of the common stock falls below the price fixed by the right.
Futures Contracts. Each Fund may purchase future contracts.
A futures contract is a standard binding agreement to buy or sell a specified amount of a specified security, currency, commodity, interest rate or index (or delivery of a cash settlement price, in the case of certain futures such as an index future, Eurodollar Future or volatility future) for a specified price at a designated date, time and place (collectively, futures contracts). A sale of a futures contract means the acquisition of a contractual obligation to deliver the underlying instrument or asset called for by the contract at a specified price on a specified date. A purchase of a futures contract means the acquisition of a contractual obligation to acquire the underlying instrument or asset called for by the contract at a specified price on a specified date.
The Funds will only enter into futures contracts that are traded (either domestically or internationally) on futures exchanges or certain exempt markets, including exempt boards of trade and electronic trading facilities and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the CEA and by the CFTC. Foreign futures exchanges or exempt markets, and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. In addition, futures contracts that are traded on non-U.S. exchanges or exempt markets may not be as liquid as those purchased on CFTC-designated contract markets. For a further discussion of the risks associated with investments in foreign securities, see Foreign Investments above.
Brokerage fees are incurred when a futures contract is bought or sold, and margin deposits must be maintained at all times when a futures contract is outstanding. Margin for a futures contract is the amount of funds that must be deposited by the Fund in order to initiate futures contracts trading and maintain its open positions in futures contracts. A margin deposit made when the futures contract is entered (initial margin) is intended to ensure the Funds performance under the futures contract. The margin required for a particular futures contract is set by the exchange on which the futures contract is traded and may be significantly modified from time to time by the exchange during the term of the futures contract.
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Subsequent payments, called variation margin, received from or paid to the FCM through which the Fund enters into the futures contract will be made on a daily basis as the futures price fluctuates making the futures contract more or less valuable, a process known as marking-to-market. When the futures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain are paid to the Fund and the FCM pays the Fund any excess gain over the margin amount.
There is a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a futures contract. The assets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Closing out an open futures contract is effected by entering into an offsetting futures contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the futures contract.
In addition, if a Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
Pursuant to federal securities laws and regulations, a Funds use of futures contracts may require a Fund to set aside assets to reduce the risks associated with using futures contracts. This process is described in more detail above in the section Derivatives.
Types of Futures Contracts:
Commodity Futures: A commodity futures contract is an exchange-traded contract to buy or sell a particular commodity at a specified price at some time in the future. Commodity futures contracts are highly volatile; therefore, the prices of a Funds shares may be subject to greater volatility to the extent it invests in commodity futures.
Currency Futures: A currency futures contract is a standardized, exchange-traded contract to buy or sell a particular currency at a specified price at a future date (commonly three months or more). Currency futures contracts may be highly volatile and thus result in substantial gains or losses to the Fund.
A Fund may either exchange the currencies specified at the maturity of a currency futures contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. A Fund may also enter into currency futures contracts that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount. Closing transactions with respect to currency futures contracts are usually effected with the counterparty to the original currency futures contract.
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Index Futures: An index futures contract is an exchange-traded contract that provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading on the date specified in the contract and the price agreed upon in the futures contract; no physical delivery of securities comprising the index is made.
Dividend Futures : A dividend futures contract is an exchange-traded contract to purchase or sell an amount equal to the total dividends paid by a selected security, basket of securities or index, over a period of time for a specified price that is based on the expected dividend payments from the selected security, basket of securities or index.
Interest Rate Futures: An interest-rate futures contract is an exchange-traded contract in which the specified underlying security is either an interest-bearing fixed income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures and Eurodollar futures contracts. The specified security for U.S. Treasury futures is a U.S. Treasury security. The specified security for Eurodollar futures is the London Interbank Offered Rate (LIBOR) which is a daily reference rate based on the interest rates at which banks offer to lend unsecured funds to other banks in the London wholesale money market.
On July 27, 2017, the head of the United Kingdoms Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As a result, any impact of a transition away from LIBOR on a Fund or the instruments in which a Fund invests cannot yet be determined.
Security Futures: A security futures contract is an exchange-traded contract to purchase or sell, in the future, a specified quantity of a security (other than a Treasury security, or a narrow-based securities index) at a certain price.
Options on Futures Contracts . Options on futures contracts are similar to options on securities or currencies except that options on futures contracts give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures contract margin account. The Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
Pursuant to federal securities laws and regulations, a Funds use of options on futures contracts may require the Fund to set aside assets to reduce the risks associated with using options on futures contracts. This process is described in more detail above in the section Derivatives.
Forward Foreign Currency Contracts. Each of the Funds may enter into forward foreign currency contracts to hedge against adverse movements in the foreign currencies in which portfolio securities are denominated.
A forward foreign currency contract is an obligation to buy or sell a particular currency in exchange for another currency, which may be U.S. dollars, at a specified price at a future date. Forward foreign currency contracts are typically individually negotiated and privately traded by currency traders and their customers in the interbank market. A Fund may enter into forward foreign currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally.
At the maturity of a forward foreign currency contract, a Fund may either exchange the currencies specified at the maturity of the contract or, prior to maturity, a Fund may enter into a closing transaction
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involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward foreign currency contracts are usually effected with the counterparty to the original forward contract. A Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies but instead provide for settlement by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards).
The Funds will comply with guidelines established by the SEC with respect to cover requirements of forward foreign currency contracts (See Derivatives above). Generally, with respect to forward foreign currency contracts that are not contractually required to cash-settle (i.e., are deliverable), a Fund covers its open positions by setting aside liquid assets equal to the contracts full notional value.
Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered swaps, and therefore are included in the definition of commodity interests. Although non-deliverable forwards have historically been traded in the OTC market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. For more information on central clearing and trading of cleared swaps, see Swaps and Risks of Potential Increased Regulation of Derivatives. Forward foreign currency contracts that qualify as deliverable forwards are not regulated as swaps for most purposes, and are not included in the definition of commodity interests. However these forwards are subject to some requirements applicable to swaps, including reporting to swap data repositories, documentation requirements, and business conduct rules applicable to swap dealers. CFTC regulation of forward foreign currency contracts, especially non-deliverable forwards, may restrict a Funds ability to use these instruments in the manner described above or subject Invesco to CFTC registration and regulation as a CPO.
The cost to a Fund of engaging in forward foreign currency contracts varies with factors such as the currencies involved, the length of the contract period, interest rate differentials and the prevailing market conditions. Because forward foreign currency contracts are usually entered into on a principal basis, no fees or commissions are typically involved. The use of forward foreign currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. While forward foreign currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.
Receipt of Issuers Nonpublic Information
The Adviser or Sub-Advisers (through their portfolio managers, analysts, or other representatives) may receive material nonpublic information about an issuer that may restrict the ability of the Adviser or Sub-Advisers to cause the Funds to buy or sell securities of the issuer on behalf of the Funds for substantial periods of time. This may impact the Funds ability to realize profit or avoid loss with respect to the issuer and may adversely affect the Funds flexibility with respect to buying or selling securities, potentially impacting Fund performance. For example, activist investors of certain issuers in which the Adviser or Sub-Advisers hold large positions may contact representatives of the Adviser or Sub-Advisers and may disclose material nonpublic information in such communication. The Advisers or Sub-Advisers would be restricted from trading on the basis of such material nonpublic information, limiting their flexibility in managing the Funds and possibly impacting Fund performance.
The Funds, like all companies, may be susceptible to operational and information security risks. 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.
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Fundamental Restrictions. Except as otherwise noted below, each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Funds outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Funds shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Funds outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.
(1) The Fund is a diversified company as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the 1940 Act Laws and Interpretations) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.
(3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.
(4) The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Funds investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.
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(8) The Fund (except for Invesco Summit Fund) may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund.
The investment restrictions set forth above provide each of the Funds with the ability to operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without receiving prior shareholder approval of the change. Even though each of the Funds has this flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board.
Explanatory Note: For purposes of the Funds fundamental restriction related to industry concentration above, investments in tax-exempt municipal securities where the payment of principal and interest for such securities is derived solely from a specific project associated with an issuer that is not a governmental entity or a political subdivision of a government are subject to a Funds industry concentration policy.
Non-Fundamental Restrictions. Non-fundamental restrictions may be changed for any Fund without shareholder approval. The non-fundamental investment restrictions listed below apply to each of the Funds unless otherwise indicated.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund will not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Funds total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction regarding issuer diversification, any Fund that invests in municipal securities will regard each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality and authority thereof, and each multi-state agency of which a state is a member as a separate issuer. When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be deemed to be the sole issuer. However, if the creating government or another entity guarantees a security, then to the extent that the value of all securities issued or guaranteed by that government or entity and owned by a Fund exceeds 10% of the Funds total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. Securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence.
(2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
(3) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry.
(4) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
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The Funds do not consider currencies or other financial commodities or contracts and financial instruments to be physical commodities (which include, for example, oil, precious metals and grains). Accordingly, the Funds will interpret the fundamental restriction and the related non-fundamental restriction to permit the Funds, subject to each Funds investment objectives and general investment policies (as stated in the Funds prospectuses and herein), to invest directly in foreign currencies and other financial commodities and to purchase, sell or enter into commodity futures contracts and options thereon, forward foreign currency contracts, foreign currency options, currency-, commodity- and financial instrument-related swap agreements, hybrid instruments, interest rate or securities-related or foreign currency-related hedging instruments or other currency-, commodity- or financial instrument-related derivatives, subject to compliance with any applicable provisions of the federal securities or commodities laws. The Funds will interpret the fundamental restriction regarding the purchase and sale of physical commodities and the related non-fundamental restriction to permit the Funds to invest in ETFs, registered investment companies and other pooled investment vehicles that invest in physical and/or financial commodities, subject to the limits described in the Funds prospectuses and herein.
(5) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33 1/3% of its total assets and may lend money to an Invesco Fund, on such terms and conditions as the SEC may require in an exemptive order.
(6) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund (except for Invesco Summit Fund) may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.
(7) The Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
If a percentage restriction on the investment or use of assets set forth in the Prospectus or this SAI is adhered to at the time a transaction is effected, later changes in percentage resulting from changing asset values will not be considered a violation. It is the intention of the Fund, unless otherwise indicated, that with respect to the Funds policies that are a result of application of law, the Fund will take advantage of the flexibility provided by rules or interpretations of the SEC currently in existence or promulgated in the future, or changes to such laws.
For purposes of the foregoing, assets means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
Each Fund calculates its portfolio turnover rate by dividing the value of the lesser of purchases or sales of portfolio securities for the fiscal period by the monthly average of the value of portfolio securities owned by the Fund during the fiscal period. A 100% portfolio turnover rate would occur, for example, if all of the portfolio securities (other than short-term securities) were replaced once during the fiscal period. Portfolio turnover rates will vary from year to year, depending on market conditions. None of the Funds experienced significant variation in portfolio turnover during the two most recently completed fiscal years ended October 31.
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Policies and Procedures for Disclosure of Fund Holdings
The Board has adopted policies and procedures with respect to the disclosure of the Funds portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of Invesco and its affiliates may release information about portfolio securities in certain contexts are provided below. As used in the Holdings Disclosure Policy and throughout the SAI, the term portfolio holdings information includes information with respect to the portfolio holdings of a Fund, including holdings that are derivatives and holdings held as short positions. Information generally excluded from portfolio holdings information includes, without limitation, (i) descriptions of allocations among asset classes, regions, countries, industries or sectors; (ii) aggregated data such as average or median ratios, market capitalization, credit quality or duration; (iii) performance attributions by asset class, country, industry or sector; (iv) aggregated risk statistics, analysis and simulations, such as stress testing, (v) the characteristics of the stock and bond components of a Funds portfolio holdings and other investment positions; (vi) the volatility characteristics of a Fund; (vii) information on how various weightings and factors contributed to Fund performance; (viii) various financial characteristics of a Fund or its underlying portfolio investments; and (ix) other information where, in the reasonable belief of the Funds Chief Compliance Officer (or a designee), the release of such information would not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading for the applicable Fund.
Public release of portfolio holdings. The Funds disclose the following portfolio holdings information at www.invesco.com/us 1 :
Information |
Approximate Date of website Posting |
Information Remains Posted on website |
||
Select portfolio holdings information, such as top ten holdings as of month-end | 15 days after month-end | Until replaced with the following months top ten holdings | ||
Select portfolio holdings information included in the Funds Quarterly Performance Update | 29 days after calendar quarter-end | Until replaced with the following quarters Quarterly Performance Update | ||
Complete portfolio holdings information as of calendar quarter-end | 30 days after calendar quarter-end | For one year | ||
Complete portfolio holdings information as of fiscal quarter-end | 60-70 days after fiscal quarter-end | For one year |
You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.
Selective disclosure of portfolio holdings information pursuant to non-disclosure agreement . Employees of Invesco and its affiliates may disclose non-public full portfolio holdings information on a selective basis only if Invesco approves the parties to whom disclosure of non-public full portfolio holdings information will be made. Invesco 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, Invesco will address any perceived conflicts of interest between shareholders of such Fund and Invesco or its affiliates as part of granting its approval.
1 |
To locate the Funds portfolio holdings information on www.invesco.com/us , choose Individual Investors, if applicable. Hover over the Products tab, then click on the Mutual Funds link. Under Quick Links click on Prices and performance then click on the Fund Materials tab. A link to the Funds portfolio holdings is located under the Holdings column. |
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The Board exercises continuing oversight of the disclosure of Fund portfolio holdings information 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 receives reports on the specific types of situations in which Invesco proposes to provide such selective disclosure, and the situations where providing selective disclosure raises perceived conflicts of interest between shareholders of the applicable Fund and Invesco or its affiliates. In any specific situation where Invesco addresses a perceived conflict, Invesco will report to the Board on the persons to whom such disclosures are to be made and the treatment of such conflict before agreeing to provide selective disclosure.
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):
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Attorneys and accountants; |
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Securities lending agents; |
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Lenders to the Invesco Funds; |
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Rating and rankings agencies; |
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Persons assisting in the voting of proxies; |
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Invesco Funds custodians; |
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The Invesco Funds transfer agent(s) (in the event of a redemption in kind); |
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Pricing services, market makers, or other fund accounting software providers (to determine the price of investments held by an Invesco Fund); |
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Brokers identified by the Invesco Funds portfolio management team who provide execution and research services to the team; and |
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Analysts hired to perform research and analysis for the Invesco Funds portfolio management team. |
In many cases, Invesco will disclose current portfolio holdings information 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 information will maintain the confidentiality of such portfolio holdings information and will not trade on such information (Non-disclosure Agreements). Please refer to Appendix B for a list of examples of persons to whom Invesco provides non-public portfolio holdings information 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, and where there is no other way to transact the Funds business without disclosure of such portfolio holdings information.
The Holdings Disclosure Policy provides that the Funds, Invesco or any other party in connection with the disclosure of portfolio holdings information will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of portfolio holdings information.
Disclosure of certain portfolio holdings 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 information as part of the day-to-day operations of the Funds.
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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 investments or may state that a Fund has recently purchased or sold one or more investments. The investments subject to these views and statements may be ones that were purchased or sold since the date on which portfolio holdings information was made available on the Funds website and therefore may not be reflected on the portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, shareholders in the applicable Fund, persons considering investing in the Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan and their advisers. The nature and content of the views and statements provided to each of these persons may differ.
Disclosure of portfolio holdings information to traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the investments held by a Fund when purchasing and selling investments through broker-dealers, futures commissions merchants, clearing agencies and other counterparties, requesting bids on investments, obtaining price quotations on investments, or in connection with litigation involving the Funds portfolio investments. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain Invesco Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose the portfolio holdings of their products at different times than Invesco discloses portfolio holdings for the Invesco Funds.
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.
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Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and a member of the executive board at the SMU Cox School of Business.
The Board believes that Mr. Flanagans long experience as an executive in the investment management area benefits the Funds.
Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds since 2006. Mr. Taylor has headed Invescos North American retail business as Senior Managing Director of Invesco Ltd. since April 2006. He previously served as chief executive officer of Invesco Trimark Investments since January 2002.
Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer.
Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to 1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to 1994. He 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.
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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.
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 serves as Chairman and 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 has been a member of the Board of Trustees of the Invesco Funds since 2017.
Ms. Hostetler is currently a member of the board of directors 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 Genesee & Wyoming, Inc., a public company that owns and operates railroads worldwide. Ms. Hostetler also serves on the board of governors of the Investment Company Institute and is a member of the governing council of the Independent Directors Council, both of which are professional organizations in the investment management industry.
Previously, Ms. Hostetler served as a member of the board of directors/trustees of Aberdeen Investment Funds, a mutual fund complex, and Edgen Group Inc., a public company that provides products and services to energy and construction companies, from 2012 to 2013, prior to its sale to Sumitomo.
From 2001 to 2009 Ms. Hostetler served as Head of Investment Funds and Private Equity at Overseas Private Investment Corporation (OPIC), a government agency that supports US investment in the emerging markets. Ms. Hostetler oversaw a multi-billion dollar investment portfolio in private equity funds. Prior to joining OPIC, Ms. Hostetler served as President and member of the board of directors of First Manhattan Bancorporation, a bank holding company, and its largest subsidiary, First Savings Bank, from 1991 to 2001.
The Board believes that Ms. Hostetlers knowledge of financial services and investment management, her experience as a director of other companies, including a mutual fund complex, her legal background, and other professional experience gained through her prior employment benefit the Funds.
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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.
Anthony J. LaCava, Jr., Trustee
The Board has appointed Anthony J. LaCava, Jr. as a Trustee of the Trust, effective March 1, 2019.
Mr. LaCava, Jr. currently serves as a member of the board of directors and as a member of the audit committee of Blue Hills Bank, a publicly traded financial institution.
Mr. LaCava retired after a 37-year career with KPMG LLP (KPMG) where he served as senior partner for a wide range of firm clients across the retail, financial services, consumer markets, real estate, manufacturing, health care and technology industries. From 2005 to 2013, Mr. LaCava served as a member of the board of directors of KPMG and chair of the boards audit and finance committee and nominating committee. He also previously served as Regional Managing Partner from 2009 through 2012 and Managing Partner of KPMGs New England practice.
Mr. LaCava currently serves as Chairman of the Business Advisory Council of Bentley University and as a member of American College of Corporate Directors and Board Leaders, Inc.
The Board believes that Mr. LaCavas experience in audit and financial services will benefit 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.
Dr. Mathai-Davis is currently co-owner and partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform).
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 been a member of the Board of Trustees of the Invesco Funds since 2017.
Ms. 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.
From 2014 to 2017, Ms. Ressel also served on the board of directors at Atlantic Power Corporation, a publicly traded company which owns and operates a diverse fleet of power generation across the United States and Canada.
The Board believes that Ms. Ressels risk management and financial experience in both the private and public sectors benefits the Funds.
Ann Barnett Stern, Trustee
Ann Barnett Stern has been a member of the Board of Trustees of the Invesco Funds since 2017.
Ms. Stern is currently the President and Chief Executive Officer of Houston Endowment Inc., a private philanthropic institution. She has served in this capacity since 2012. Formerly, Ms. Stern served in various capacities at Texas Childrens Hospital from 2003 to 2012, including General Counsel and Executive Vice President.
Ms. Stern is also currently a member of the Dallas Board of the Federal Reserve Bank of Dallas, a role she has held since 2013.
The Board believes that Ms. Sterns knowledge of financial services and investment management and her experience as a director, and other professional experience gained through her prior employment benefit the Funds.
Raymond Stickel, Jr., Trustee
Raymond Stickel, Jr. has been a member of the Board of Trustees of the Invesco Funds since 2005.
Mr. Stickel retired after a 35-year career with Deloitte & Touche. For the last five years of his career, he was the managing partner of the investment management practice for the New York, New Jersey and Connecticut region. In addition to his management role, he directed audit and tax services for several mutual fund clients.
Mr. Stickel began his career with Touche Ross & Co. (the Firm) in Dayton, Ohio, became a partner in 1976 and managing partner of the office in 1985. He also started and developed an investment management practice in the Dayton office that grew to become a significant source of investment management talent for the Firm. In Ohio, he served as the audit partner on numerous mutual funds and on public and privately held companies in other industries. Mr. Stickel has also served on the Firms Accounting and Auditing Executive Committee.
The Board believes that Mr. Stickels experience as a partner in a large accounting firm working with investment managers and investment companies benefits the Funds.
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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 has been a member of the Board of Trustees of the Invesco Funds since 2017.
Mr. 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. From 2009 to 2017, Mr. Wilson served as a Managing Partner of CT2, LLC, an early stage investing and consulting firm for start-up companies.
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 oversight 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 thirteen Trustees, including eleven 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.
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.
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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, Crockett, Stickel (Chair), Troccoli (Vice Chair) and Mss. Hostetler and Ressel. 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; (v) assisting the Board with its oversight of the integrity of the Funds financial statements and compliance with legal and regulatory requirements that relate to the Funds accounting and financial reporting, internal control over financial reporting and independent audits; and (vi) pre-approving engagements for non-audit services to be provided by the Funds independent auditors to the Funds investment adviser or to any of its affiliates. During the fiscal year ended October 31, 2018, the Audit Committee held four meetings.
The members of the Compliance Committee are Messrs. Arch (Chair), Stickel, Troccoli and Wilson and Ms. Ressel (Vice Chair). The Compliance Committee performs a number of functions with respect to compliance matters, including: (i) reviewing and making recommendations concerning the qualifications, performance and compensation of the Funds Chief Compliance 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; (iv) overseeing potential conflicts of interest that are reported to the Compliance Committee by Invesco, the Chief Compliance Officer, or the Senior Officer; (v) reviewing reports prepared by a third partys compliance review of Invesco; (vi) if requested by the Board, overseeing risk management with respect to the Funds, including receiving and overseeing risk management reports from Invesco that are applicable to the Funds and their service providers; and (vii) reviewing reports by Invesco on correspondence with regulators or governmental agencies with respect to the Funds and recommending to the Board what action, if any, should be taken by the Funds in light of such reports. During the fiscal year ended October 31, 2018, the Compliance Committee held six 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;(iii) overseeing the annual self-evaluation of the performance of the Board and its Committees; (iv) considering and overseeing the selection of independent legal counsel to the Independent Trustees; (v) reviewing and approving the compensation paid to the Senior Officer; (vi) reviewing administrative and/or logistical matters pertaining to the operations of the Board; and (vii) reviewing annually
48
recommendations from Invesco regarding amounts and coverage of primary and excess directors and officers/errors and omissions liability insurance and allocation of premiums. During the fiscal year ended October 31, 2018, the Governance Committee held seven meetings.
The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such submitting shareholder is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. Notice procedures set forth in the Trusts bylaws require that any shareholder of a Fund desiring to nominate a candidate for election at a shareholder meeting must provide certain information about itself and the candidate, and must submit to the Trusts Secretary the nomination in writing not later than the close of business on the later of the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding years annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the Trust has not previously held an annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Trust.
The members of the Investments Committee are Messrs. Arch (Vice Chair), Crockett (Chair), Fields, Flanagan, Stickel, Taylor, Troccoli (Vice Chair) and Wilson, Mss. Hostetler, Ressel and Stern and Drs. Jones (Vice Chair) and Mathai-Davis. 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, information regarding the Funds trading practices and such other reports pertaining to portfolio securities transactions and information regarding the investment personnel and other resources devoted to the management of the Funds and make recommendations to the Board, when applicable. During the fiscal year ended October 31, 2018, the Investments Committee held five 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), except to the extent the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies, performance and risks and other investment-related matters of the Designated Funds; and (iii) being familiar with the investment objectives and principal investment strategies of the Designated Funds as stated in such Designated Funds prospectuses, and with the managements discussion of fund performance section of the Designated Funds periodic shareholder reports.
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; (iv) reviewing reports and making recommendations to the full Board regarding proxy voting guidelines, policies and procedures and providing guidance to Invesco in resolving particular proxy voting issues; and (v) receiving reports regarding actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing or liquidity issues and, if appropriate, consulting with the Compliance Committee about such conflicts. During the fiscal year ended October 31, 2018, the Valuation, Distribution and Proxy Oversight Committee held four meetings.
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Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
Each Trustee who is not affiliated with Invesco is compensated for his or her services according to a fee schedule that recognizes the fact that such Trustee also serves as a Trustee of other Invesco Funds. Each such Trustee receives a fee, allocated among the Invesco Funds for which he or she serves as a Trustee that consists of an annual retainer component and a meeting fee component. The Chair of the Board and of each Committee and Sub-Committee receive additional compensation for their services.
Information regarding compensation paid or accrued for each Trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2018 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, 2018.
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
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retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for 10 years beginning after the later of the Former Van Kampen Trustees termination of service or attainment of age 72 (or age 60 in the event of disability or immediately in the event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1, 2010, the retirement benefit will be payable at the applicable time described in the preceding paragraph, but will be paid in two components successively. For the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of the annual retirement benefit will equal 75% of the compensation amount described in the preceding paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the second component of the annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010 through the first day of each year for which payments under this second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.
Amendment of Retirement Plan and Conversion to Defined Contribution Plan
The Trustees approved an amendment to the Retirement Plan to convert it to a defined contribution plan for active Trustees (the Amended Plan). Under the Amended Plan, the benefit amount was amended for each active Trustee to the present value of the Trustees existing retirement plan benefit as of December 31, 2013 (the Existing Plan Benefit) plus the present value of retirement benefits expected to be earned under the Retirement Plan through the end of the calendar year in which the Trustee attained age 75 (the Expected Future Benefit and, together with the Existing Plan Benefit, the Accrued Benefit). On the conversion date, the Covered Funds established bookkeeping accounts in the amount of their pro rata share of the Accrued Benefit, which is deemed to be invested in one or more 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 and Troccoli, Ms. Stern and Drs. Jones and Mathai-Davis, and Ms. Hostetler and Mr. Wilson, both effective January 1, 2018 (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
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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.
Invesco, the Trust, Invesco Distributors and the Sub-Advisers each have adopted a Code of Ethics that applies to all Invesco Fund trustees and officers, and employees of Invesco, the Sub-Advisers and their affiliates, and governs, among other things, the personal trading activities of all such persons. Unless specifically noted, each Sub-Advisers Codes of Ethics do not materially differ from Invescos Code of Ethics discussed below. The Code of Ethics is intended to address conflicts of interest with the Trust that may arise from personal trading, including personal trading in most of the Invesco Funds. Personal trading, including personal trading involving securities that may be purchased or held by an Invesco Fund, is permitted under the Code of Ethics subject to certain restrictions; however, employees are required to pre-clear security transactions with the Compliance Officer or a designee and to report transactions on a regular basis.
Invesco has adopted its own specific Proxy Voting Policies.
The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to the following Adviser/Sub-Adviser(s):
Fund | Adviser/Sub-Adviser | |
Invesco Charter Fund |
Invesco Advisers, Inc. | |
Invesco Diversified Dividend Fund |
Invesco Advisers, Inc. | |
Invesco Summit Fund |
Invesco Advisers, Inc. |
Invesco (the Proxy Voting Entity) will vote such proxies in accordance with its proxy voting policies and procedures, which have been reviewed and approved by the Board, and which are found in Appendix E. Any material changes to the proxy voting 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, 2018 is available without charge at our website www.invesco.com/us . This information is also available at the SEC website, http://www.sec.gov .
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of each 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 a Fund is presumed to control that Fund.
Invesco serves as the Funds investment adviser. The Adviser manages the investment operations of the Funds as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Invesco is an indirect, wholly-owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain of the directors and officers of Invesco are also executive officers of the Trust and their affiliations are shown under Management Information herein.
As investment adviser, Invesco supervises all aspects of the Funds operations and provides investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco may engage the services of other investment managers with respect to one or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is free to render investment advisory services to others, including other investment companies.
Pursuant to an administrative services agreement with the Funds, Invesco is also responsible for furnishing to the Funds, at Invescos expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, which in the judgment of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Funds accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class.
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Fund Name |
Annual Rate/Net Assets Per Advisory Agreement |
|
Invesco Charter Fund |
0.695% of the first $250M 0.615% of the next $4.05B 0.57% of the next $3.9B 0.545% of the next $1.8B 0.52% of amount over $10B |
|
Invesco Diversified Dividend Fund |
0.60% of the first $350M 0.55% of the next $350M 0.50% of the next $1.3B 0.45% of the next $2B 0.40% of the next $2B 0.375% of the next $2B 0.35% of amount over $8B |
|
Invesco Summit Fund |
1.00% of the first $10M 0.75% of the next $140M 0.625% of amount over $150M |
Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the end of each fiscal year.
Invesco has contractually agreed through at least June 30, 2020, to waive advisory fees payable by each Fund in an amount equal to 100% of the net advisory fee Invesco receives from the Affiliated Money Market Funds as a result of each Funds investment of uninvested cash in the Affiliated Money Market Funds. See Description of the Funds and Their Investments and Risks Investment Strategies and Risks Other Investments Other Investment Companies.
Invesco also has contractually agreed through at least June 30, 2019 to waive advisory fees or reimburse expenses to the extent necessary to limit the total annual fund operating expenses (excluding (i) interest: (ii) taxes: (iii) dividend expenses on short sales: (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expenses offset arrangement, if applicable). The expense limitations for the following Funds shares are:
Fund |
Expenses Limitation | |||
Invesco Charter Fund |
||||
Class A Shares |
2.00 | % | ||
Class C Shares |
2.75 | % | ||
Class R Shares |
2.25 | % | ||
Class S Shares |
1.90 | % | ||
Class Y Shares |
1.75 | % | ||
Class R5 Shares |
1.75 | % | ||
Class R6 Shares |
1.75 | % | ||
Invesco Diversified Dividend Fund |
||||
Class A Shares |
2.00 | % | ||
Class C Shares |
2.75 | % | ||
Class R Shares |
2.25 | % | ||
Class Y Shares |
1.75 | % | ||
Investor Class Shares |
2.00 | % | ||
Class R5 Shares |
1.75 | % | ||
Class R6 Shares |
1.75 | % | ||
Invesco Summit Fund |
||||
Class A Shares |
2.00 | % | ||
Class C Shares |
2.75 | % | ||
Class P Shares |
1.85 | % | ||
Class S Shares |
1.90 | % | ||
Class Y Shares |
1.75 | % | ||
Class R5 Shares |
1.75 | % | ||
Class R6 Shares |
1.75 | % |
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Acquired Fund Fees and Expenses are not operating expenses of the Fund directly, but are fees and expenses, including management fees of the investment companies in which the Fund invests. As a result, the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement may exceed a Funds expense limit.
If applicable, such contractual fee waivers or reductions are set forth in the fee table to each Funds Prospectus. Unless Invesco continues the fee waiver agreements, they will terminate as indicated above. During their terms, the fee waiver agreements cannot be terminated or amended to increase the expense limits or reduce the advisory fee waivers without approval of the Board.
The management fees, the amounts waived by Invesco and the net fees paid by each Fund for the last three fiscal years are found in Appendix G.
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to each Fund (each, a Sub-Adviser), pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under the Advisers Act are:
Invesco Asset Management Deutschland GmbH (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Canada Ltd. (Invesco Canada)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured);
Invesco and each Sub-Adviser are indirect wholly owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers under the Sub-Advisory Agreement are for providing discretionary investment management services. For such services, Invesco will pay each Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which such Sub-Adviser shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the monthly compensation that Invesco receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by Invesco, if any.
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Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. 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 fees paid to Invesco by each Fund for the last three fiscal years ended October 31 are found in Appendix I.
Transfer Agent. Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, a wholly-owned subsidiary of Invesco Ltd., is the Trusts transfer agent.
The Transfer Agency and Service Agreement (the TA Agreement) between the Trust and Invesco Investment Services provides that Invesco Investment Services will perform certain services related to the servicing of shareholders of the Funds. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A2, AX, C, CX, P, R, RX, S, Y, Invesco Cash Reserve and Investor Class shares, as applicable, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. For servicing accounts holding Class R5 and Class R6 shares, as applicable, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services a fee per trade executed, to be billed monthly, plus certain out-of-pocket expenses. In addition, all fees payable by Invesco Investment Services or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Funds, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by Invesco Investment Services if the accounts serviced by such intermediaries were serviced by Invesco Investment Services directly. For more information regarding such payments to intermediaries, see the discussion under Sub-Accounting and Networking Support Payments in Appendix L.
Sub-Transfer Agent. Invesco Canada, 5140 Yonge Street, Suite 800, Toronto, Ontario, Canada 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. State Street Bank and Trust Company (the Custodian), 225 Franklin Street, Boston, Massachusetts 02110-2801, is custodian of all securities and cash of the Funds. The Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management.
The Custodian and sub-custodian are authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Funds to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. Invesco is responsible for selecting eligible foreign securities depositories and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.
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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, and the Board has ratified and approved, PricewaterhouseCoopers LLP, 1000 Louisiana Street, Suite 5800, Houston, Texas 77002-5021, as the independent registered public accounting firm to audit the financial statements of the Funds. 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.
Securities Lending Arrangements
The Advisory Agreement describes the administrative services to be rendered by Invesco if a Fund engages in securities lending activities, as well as the compensation Invesco may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the agent) in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with Invescos instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary.
The Advisory Agreement authorizes Invesco to receive a separate fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund for the administrative services that Invesco renders in connection with securities lending. Invesco has contractually agreed, however, not to charge this fee and to obtain Board approval prior to charging such a fee in the future.
The Board has approved certain Funds participation in a securities lending program. Under the securities lending program, Brown Brothers Harriman & Co. (Brown Brothers) served as the securities lending agent for Invesco Summit Fund for the most recently completed fiscal year.
For the fiscal year ended October 31, 2018, the income earned by the Fund, as well as the fees and/or compensation paid by the Fund (in dollars) pursuant to a securities lending agency/authorization
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agreement between the Trust, with respect to the Fund, and Brown Brothers (a Securities Lending Agent), were as follows:
For the fiscal year ended October 31, 2018, the Securities Lending Agent provided the following services for the Fund in connection with securities lending activities: (i) entering into loans with approved entities subject to guidelines or restrictions provided by the Fund; (ii) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of cash collateral; (iii) monitoring daily the value of the loaned securities and collateral, including receiving and delivering additional collateral as necessary from/to borrowers; (iv) negotiating loan terms; (v) selecting securities to be loaned subject to guidelines or restrictions provided by the Fund; (vi) recordkeeping and account servicing; (vii) monitoring dividend/distribution activity and material proxy votes relating to loaned securities; and (viii) arranging for return of loaned securities to the Fund at loan termination.
Effective March 18, 2019, the securities lending agent for the Fund will be The Bank of New York Mellon.
Appendix H contains the following information regarding the portfolio managers identified in each Funds prospectus:
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The dollar range of the managers investments in each Fund. |
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A description of the managers compensation structure. |
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Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts. |
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 Invescos procedures.
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As discussed below, Invesco and the Sub-Advisers, unless prohibited by applicable law, may cause a Fund to pay a broker-dealer a commission for effecting a transaction that exceeds the amount another broker- dealer would have charged for effecting the same transaction in recognition of the value of brokerage and research services provided by that broker-dealer. Effective January 3, 2018, under the European Unions Markets in Financial Instruments Directive (MiFID II), European Union investment advisers, including Invesco Deutschland and Invesco Asset Management, which may act as sub-adviser to certain Funds as described in such Funds prospectuses, must pay for research from broker-dealers directly out of their own resources, rather than through client commissions.
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 and Toronto, generally places trades of equity securities trading in North America, Canada and Latin America; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades of equity securities in the Asia-Pacific markets, except Japan and China; the Japan trading desk of Invesco Japan generally places trades of equity securities in the Japanese markets; the EMEA trading desk of Invesco Asset Management (the EMEA Desk) generally places trades of equity securities in European Middle Eastern and African countries; the 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 Japan, Invesco Deutschland, Invesco Hong Kong, Invesco Capital and Invesco Asset Management use the global equity trading desk to place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The trading procedures for the global trading desks are similar in all material respects.
References in the language below to actions by Invesco or a Sub-Adviser making determinations or taking actions related to equity trading include these entities delegation of these determinations/actions to the Americas Desk, the Hong Kong Desk, and the EMEA Desk. Even when trading is delegated by Invesco or the Sub-Adviser to the various arms of the global equity trading desk, Invesco or the Sub-Adviser that 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, select broker-dealers (each, a Broker), effect the Funds investment portfolio transactions, allocate brokerage fees in such transactions and, where applicable, negotiate commissions and spreads on transactions. Invescos and the Sub-Advisers primary consideration in effecting a security transaction is to obtain best execution, which Invesco defines as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco or the Sub-Advisers seeks reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See Broker Selection below.
Some of the securities in which the Funds invest are traded in OTC markets. Portfolio transactions in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial public offerings and secondary offerings, include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets outside the United States. In recent years many overseas stock markets have adopted a system of negotiated rates; however, a number of markets maintain an established schedule of minimum commission rates.
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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 a designated time for a specific commission rate. Invesco generally selects the broker with the lowest bid to execute these trades.
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 generally do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses.
Brokerage commissions paid by each of the Funds during the last three fiscal years ended October 31 are found in Appendix J.
Invescos or the Sub-Advisers primary consideration in selecting Brokers to execute portfolio transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, Invesco or the Sub-Advisers considers the full range and quality of a Brokers services, including the value of research and/or brokerage services provided (if permitted by applicable law or regulation), 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, if permitted by applicable law or regulation, 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.
Unless prohibited by applicable law, such as MiFID II (described herein), 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. For the avoidance of doubt, European Union investment advisers, including Invesco Deutschland and Invesco Asset Management, which may act as sub-adviser to certain Invesco Funds as described in such Funds prospectuses, must pay for research from broker-dealers directly out of their own resources, rather than through client commissions. Therefore, the use of the defined term Sub-Advisers throughout this section shall not be deemed to apply to those Sub-Advisers subject to the MiFID II prohibitions. Section 28(e) of the Securities Exchange Act of 1934, as amended, (the Exchange Act) provides that Invesco or the Sub-Adviser, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco or the Sub-Advisers must make a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [Invescos or the Sub-Advisers] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion. The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Adviser in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Brokers provision of Soft Dollar Products to Invesco or the Sub-Adviser.
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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 a Sub-Advisers expenses to the extent that Invesco or such Sub-Adviser would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Adviser) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Adviser may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization:
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and other equity client accounts managed by Invesco. In other words, certain fixed income Invesco Funds are cross-subsidized by the equity Invesco Funds in that the fixed income Invesco Funds receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if Invesco or the Sub-Advisers concludes that the Broker supplying the product is capable of providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and the Sub-Advisers use soft dollars to purchase two types of Soft Dollar Products:
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proprietary research created by the Broker executing the trade, and |
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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-Adviser may from time to time instruct the executing Broker to allocate or step out a portion of a transaction to another Broker. The Broker to which Invesco or the Sub-Advisers has stepped out would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been stepped out. Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.
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Soft Dollar Products received from Brokers supplement Invescos and the Sub-Advisers own research (and the research of certain of its affiliates), and may include the following types of products and services:
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Database Services comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process). |
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Quotation/Trading/News Systems products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services. |
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Economic Data/Forecasting Tools various macro-economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions. |
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Quantitative/Technical Analysis software tools that assist in quantitative and technical analysis of investment data. |
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Fundamental/Industry Analysis industry specific fundamental investment research. |
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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. |
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Other Specialized Tools other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software. |
If Invesco or the Sub-Advisers determine that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers only for the portion of the service or product that Invesco or the Sub-Advisers determines assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invescos or the Sub-Advisers staff follows. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invescos or the Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco and the Sub-Advisers believe that because Broker research supplements 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
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Funds is not reduced because Invesco or the Sub-Advisers receives such services. To the extent the Funds portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco determines target levels based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Funds shares for their clients, provided that Invesco or the Sub-Advisers believes such Brokers provide best execution and such transactions are executed in compliance with Invescos policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
As noted above, under MiFID II, European Union investment advisers, including Invesco Deutschland and Invesco Asset Management, are not permitted to use Soft Dollar Products to pay for research from brokers but rather must pay for research out of their own profit and loss or have research costs paid by clients through research payment accounts that are funded by a specific client research charge or the research component of trade orders. Such payments for research must be unbundled from the payments for execution. As a result, Invesco Deutschland and Invesco Asset Management are restricted from using Soft Dollar Products in managing the Funds that they sub-advise.
Directed Brokerage (Research Services)
Directed brokerage (research services) commissions paid by each of the Funds during the last fiscal year October 31 are found in Appendix K.
The Adviser or Sub-Adviser may place trades with Invesco Capital Markets, Inc. (ICMI), a broker-dealer with whom it is affiliated, provided the Adviser or Sub-Adviser determines that ICMIs trade execution abilities and costs are at least comparable to those of non-affiliated brokerage firms with which the Adviser or Sub-Adviser could otherwise place similar trades. ICMI receives brokerage commissions in connection with effecting trades for the Funds and, therefore, use of ICMI presents a conflict of interest for the Adviser or Sub-Adviser. Trades placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted by the Board.
Brokerage commissions on affiliated transactions paid by the Funds during the last three fiscal years ended October 31, are found in Appendix J.
Information concerning the Funds acquisition of securities of their Brokers during the last fiscal year ended October 31, is found in Appendix K.
Allocation of Portfolio Transactions
Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Invesco Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. Invesco and the Sub-Advisers will also determine the timing and amount of purchases for an account based on its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Advisers will allocate
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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.
Allocation of Initial Public Offering (IPO) Transactions
Certain of the Invesco Funds or other accounts managed by Invesco may become interested in participating in IPOs. Purchases of IPOs by one Invesco Fund or other accounts may also be considered for purchase by one or more other Invesco Funds or accounts. Invesco combines indications of interest for IPOs for all Invesco Funds and accounts participating in purchase transactions for that IPO. When the full amount of all IPO orders for such Invesco Funds and accounts cannot be filled completely, Invesco shall allocate such transactions in accordance with the following procedures:
Invesco or the Sub-Advisers may determine the eligibility of each Invesco Fund and account that seeks to participate in a particular IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the Invesco Funds or accounts investment objective, policies, strategies and current holdings. Invesco will allocate securities issued in IPOs to eligible Invesco Funds and accounts on a pro rata basis based on order size.
Invesco Canada, Invesco Hong Kong and Invesco Japan allocate IPOs on a pro rata basis based on size of order or in such other manner which they believe is fair and equitable.
Invesco Asset Management allocates IPOs on a pro rata basis based on account size or in such other manner believed by Invesco Asset Management to be fair and equitable.
Invesco Deutschland and Invesco Senior Secured do not subscribe to IPOs.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Please refer to Appendix L for information on Purchase, Redemption and Pricing of Shares.
The following discussion of dividends and distributions should be read in connection with the applicable sections in the Prospectus.
All dividends and distributions will be automatically reinvested in additional shares of the same class of a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption Purchasing Shares - Automatic Dividend and Distribution Investment. Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date.
The Fund calculates income dividends and capital gain distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as any other expenses attributable to a particular class (Class Expenses). Class Expenses, including distribution plan expenses, must be allocated to the class for which they are incurred consistent with applicable legal principles under the 1940 Act.
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The following is a summary of certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Matters section is based on the Internal Revenue Code (Code) and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Fund. The Fund has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
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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). |
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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). |
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Asset Diversification Test the Fund must satisfy the following asset diversification test at the close of each quarter of the Funds tax year: (1) at least 50% of the value of the Funds assets must consist of cash and cash items, U.S. Government Securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Funds total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Funds total assets may be invested in the securities of any one issuer (other than U.S. Government Securities or securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs. |
In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to such type of investment may adversely affect the Funds ability to satisfy these requirements. See Tax Treatment of Portfolio
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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 the corporate income tax rate without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Funds current and accumulated earnings and profits. Failure to qualify as a regulated investment company thus would have a negative impact on the Funds income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio turnover. For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may result in higher taxes. This is because a fund with a high turnover rate may accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce the Funds after-tax performance. See Taxation of Fund Distributions Capital gain dividends below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Fund may cause such investors to be subject to increased U.S. withholding taxes. See Foreign Shareholders U.S. withholding tax at the source below.
Capital loss carryovers. The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a net capital loss (that is, capital losses in excess of capital gains) the excess (if any) of the Funds net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Funds next taxable year, and the excess (if any) of the Funds net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Funds next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. However, for any net capital losses realized in taxable years of the Fund beginning on or before December 22, 2010, the Fund is permitted to carry forward such capital losses for eight years as a short-term capital loss. Capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a taxable year beginning on or before December 22, 2010. The amount of capital losses that can be carried
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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.
Undistributed capital gains. The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the corporate income tax rate. If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Asset allocation funds. If the Fund is a fund of funds, asset allocation fund, or a feeder fund in a master-feeder structure (collectively referred to as a fund of funds which invests in one or more underlying funds taxable as regulated investment companies) distributions by the underlying funds, redemptions of shares in the underlying funds and changes in asset allocations may result in taxable distributions to shareholders of ordinary income or capital gains. A fund of funds (other than a feeder fund in a master-feeder structure) generally will not be able currently to offset gains realized by one underlying fund in which the fund of funds invests against losses realized by another underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Funds portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for the newly
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purchased shares. Also, except with respect to a qualified fund of funds, a fund of funds (a) is not eligible to pass-through to shareholders foreign tax credits from an underlying fund that pays foreign income taxes and (b) is not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund. A qualified fund of funds, i.e., a fund at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends. Also a fund of funds, whether or not it is a qualified fund of funds, is eligible to pass-through to shareholders qualified dividends earned by an underlying fund (see Taxation of Fund Distributions Qualified dividend income for individuals and Corporate dividends-received deduction below). However, dividends paid to shareholders by a fund of funds from interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local income tax.
Federal excise tax. To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Fund may make sufficient distributions to avoid liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Fund having to pay an excise tax.
Foreign income tax. Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source, and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested in various countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign taxes paid by the Fund to shareholders, although it reserves the right not to do so. If the Fund makes such an election and obtains a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes reported by the Fund to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received.
Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
Distributions of ordinary income. The Fund receives income generally in the form of dividends and/or interest on its investments. The Fund may also recognize ordinary income from other sources,
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including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Fund, constitutes the Funds net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Funds earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.
Capital gain dividends. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, the Fund will recognize long-term capital gain or loss on the sale or other disposition of assets it has owned for more than one year, and short-term capital gain or loss on investments it has owned for one year or less. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) that are properly reported by the Fund to shareholders as capital gain dividends generally will be taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to individuals are 0%, 15%, 20% or 25% depending on the nature of the capital gain and the individuals taxable income. Distributions of net short-term capital gains for a taxable year in excess of net long-term capital losses for such taxable year generally will be taxable to a shareholder receiving such distributions as ordinary income.
Qualified dividend income for individuals. Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Fund is equal to 95% (or a greater percentage) of the Funds gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.
Qualified REIT dividends . Under the Tax Cuts and Jobs Act qualified REIT dividends (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. This deduction, if allowed in full, equates to a maximum effective tax rate of 29.6% (37% top rate applied to income after 20% deduction). Proposed regulations issued by the IRS, on which the Fund can rely, enable the Fund to pass through the special character of qualified REIT dividends to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares. A noncorporate shareholder receiving such dividends would treat them as eligible for the 20% deduction, provided the RIC shares were held by the shareholder for more than 45 days during the 91-day period beginning on the date that is 45 days before the date on which the shares become ex-dividend with respect to such dividend. The amount of a RICs dividends eligible for the 20% deduction for a taxable year is limited to the excess of the RICs qualified REIT dividends for the taxable year over allocable expenses.
Corporate dividends-received deduction . Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividends from domestic corporations will qualify for the 50% dividends-received deduction generally available to corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions imposed under the Code on the corporation claiming the deduction. Income derived by the Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
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Return of capital distributions. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund over-estimates the income to be received from certain investments such as those classified as partnerships or equity REITs. See Tax Treatment of Portfolio Transactions Investments in U.S. REITs.
Impact of realized but undistributed income and gains, and net unrealized appreciation of portfolio securities. At the time of your purchase of shares (except in a money market fund that maintains a stable net asset value), the Funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable and would be taxed as either ordinary income (some portion of which may be taxed as qualified dividend income) or capital gain unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the amount of such distributions by utilizing its capital loss carryovers, if any.
Pass-through of foreign tax credits. If more than 50% of the value of the Funds total assets at the end of a fiscal year is invested in foreign securities, or if the Fund is a qualified fund of funds (i.e., a fund at least 50 percent of the value of the total assets of which, at the close of each quarter of the taxable year, is represented by interests in other RICs), the Fund may elect to pass-through to the Funds shareholders the amount of foreign income tax paid by the Fund (the Foreign Tax Election) in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their pro-rata share of foreign tax in computing their taxable income or to use it (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to pass-through to its shareholders the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See Tax Treatment of Portfolio Transactions Securities lending below.
Tax credit bonds. If the Fund holds, directly or indirectly, one or more tax credit bonds (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. (Under the Tax Cuts and Jobs Act, build America bonds, clean renewable energy bonds and certain other qualified bonds may no longer be issued after December 31, 2017). 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
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investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. Government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. If the Fund is a fund of funds, see Taxation of the Fund Asset allocation funds.
Dividends declared in December and paid in January . Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
Medicare tax. A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Sale or Redemption of Fund Shares. A shareholder will recognize gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholders adjusted tax basis in the shares. If you owned your shares as a capital asset, any gain or loss that you realize will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Tax basis information. The Fund is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Fund (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Fund through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account, or shareholders investing in a money market fund that maintains a stable net asset value. When required to report cost basis, the Fund will calculate it using the Funds default method of average cost, unless you instruct the Fund to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Fund if you intend to utilize a method other than average cost for covered shares.
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In addition to the Funds default method of average cost, other cost basis methods offered by Invesco, which you may elect to apply to covered shares, include:
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First-In, First-Out shares acquired first in the account are the first shares depleted. |
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Last-In, First-Out shares acquired last in the account are the first shares depleted. |
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High Cost shares acquired with the highest cost per share are the first shares depleted. |
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Low Cost shares acquired with the lowest cost per share are the first shares depleted. |
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Loss/Gain Utilization depletes shares with losses before gains, consistent with the objective of minimizing taxes. For shares that yield a loss, shares owned one year or less (short-term) will be depleted ahead of shares owned more than one year (long-term). For gains, long-term shares will be depleted ahead of short-term gains. |
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Specific Lot Identification shareholder selects which lots to deplete at time of each disposition. Transaction amount must be in shares. If insufficient shares are identified at the time of disposition, then a secondary default method of first-in, first-out will be applied. |
You may elect any of the available methods detailed above for your covered shares. If you do not notify the Fund of your elected cost basis method, the default method of average cost will be applied to your covered shares upon redemption. The cost basis for covered shares will be calculated separately from any noncovered shares (defined below) you may own. You may change or revoke the use of the average cost method and revert to another cost basis method if you notify the Fund by the date of the first sale, exchange, or other disposition of your covered shares. In addition, you may change to another cost basis method at any time by notifying the Fund, but only for shares acquired after the date of the change (the change is prospective). The basis of the shares that were averaged before the change will remain averaged after the date of the change.
The Fund may also provide Fund shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the exception of the specific lot identification method, Invesco first depletes noncovered shares in first-in, first-out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Fund.
The Fund will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However, the Fund is not required to, and in many cases the Fund does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore, shareholders should carefully review the cost basis information provided by the Fund, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us .
Wash sale rule. All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption.
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Sales at a loss within six months of purchase. Any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares.
Deferral of basis any class that bears a front-end sales load . If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another Fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
Conversion of shares of the Fund into other shares of the same Fund . The conversion of shares of one class of the Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. Shareholders should consult their tax advisors regarding the state and local tax consequences of a conversion of shares.
Exchange of shares of the Fund for shares of another Fund . The exchange of shares in one Fund for shares of another Fund is taxable for federal income tax purposes and the exchange will be reported as a taxable sale. An exchange occurs when the purchase of shares of the Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the redemption. Shareholders should consult their tax advisors regarding the state and local tax consequences of an exchange of shares.
Reportable transactions . Under Treasury regulations, if a shareholder recognizes a loss with respect to the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Tax Treatment of Portfolio Transactions . Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund. This section should be read in conjunction with the discussion under Description of the Funds and their Investments and Risks Investment Strategies and Risks for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In general. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to
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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.
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
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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.
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.
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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 the corporate income tax rate without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions Investment in taxable mortgage pools (excess inclusion income) and Foreign Shareholders U.S. withholding tax at the source with respect to certain other tax aspects of investing in U.S. REITs.
Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT that is attributable to the REITs residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-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 corporate income tax rate. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to a fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that has a non-REIT strategy.
Investments in partnerships and QPTPs. For purposes of the Income Requirement, income derived by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the fund. While the rules are not entirely clear with respect to a fund investing in a partnership outside a master-feeder structure, for purposes of testing whether a fund satisfies the Asset Diversification Test, the fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See Taxation of the Fund Qualification as a regulated investment company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income
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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.
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 50% 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; |
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certify that this number is correct; |
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certify that you are not subject to backup withholding; and |
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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 24% 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.
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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:
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exempt-interest dividends paid by the Fund from its net interest income earned on municipal securities; |
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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 |
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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 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 24% if you fail to properly certify that you are not a U.S. person.
Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Amounts reported by the Fund to shareholders as capital gain dividends (a) that are attributable to certain capital gain dividends received from a qualified investment entity (QIE) (generally defined as either (i) a U.S. REIT or (ii) a RIC classified as a U.S. real property holding corporation or which would be if the exceptions for holding 5% or less of a class of publicly traded shares or an interest in a domestically controlled QIE did not apply), or (b) that are realized by the Fund on the sale of a U.S. real property interest (including gain realized on the sale of shares in a QIE other than one that is domestically controlled), will not be exempt from U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) if the Fund by reason of having a REIT strategy is classified as a QIE. If the Fund is so classified, foreign shareholders owning more than 5% of the Funds shares may be treated as realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to be subject to U.S. withholding tax at the corporate income tax rate, 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
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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 24%) 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 income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE). After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS on which the Fund may rely, such withholding is no longer required unless final regulations provide otherwise (which is not expected). The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Fund can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Fund or other applicable withholding agent, which will, in turn, report the information to the IRS.
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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 entered into a master distribution agreement, as amended, relating to the Funds (the Distribution Agreement) with Invesco Distributors, Inc. (Invesco Distributors), a registered broker-dealer and a wholly-owned subsidiary of Invesco Ltd, pursuant to which Invesco Distributors acts as the distributor of shares of the Funds. The address of Invesco Distributors is 11 Greenway Plaza, Ste. 1000, Houston, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See Management of the Trust. In addition to the Funds, Invesco Distributors serves as distributor to many other mutual funds that are offered to retail investors. The following Distribution of Securities information is about all of the Invesco Funds that offer retail and/or Class R5 or Class R6 shares. Not all Invesco Funds offer all share classes.
The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through other broker-dealers and other financial intermediaries with whom Invesco Distributors has entered into selected dealer and/or similar agreements. Invesco Distributors has not undertaken to sell any specified number of shares of any classes of the Funds.
Invesco Distributors expects to pay sales commissions from its own resources to dealers and institutions who sell Class C and Class R shares of the Funds at the time of such sales.
Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds at the time of such sales. Payments for Class C shares equal 1.00% of the purchase price of the Class C shares sold by the dealer or institution, consisting of a sales commission of 0.75% of the purchase price of the Class C shares sold plus an advance of the first year service fee of 0.25% for such shares. Invesco Distributors will retain all payments received by it relating to Class C shares for the first year after they are purchased. The portion of the payments to Invesco Distributors under the Class C Plan that constitutes an asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any.
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After the first full year, Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%.
Invesco Distributors may pay dealers and institutions who sell Class R shares an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer concession was not paid. If Invesco Distributors pays a dealer concession, it will retain all payments received by it relating to Class R shares for the first year after they are purchased. Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class R shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record.
The Trust (on behalf of any class of any Invesco Fund) or Invesco Distributors may terminate the Distribution Agreement on 60 days written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.
Total sales charges (front end and CDSCs) paid in connection with the sale of shares of each class of each Fund, if applicable, for the last three fiscal years ended October 31 are found in Appendix M.
The Trust has adopted two different forms of distribution plans pursuant to Rule 12b-1 under the 1940 Act, one plan for the Class A shares, Class C, Class R, Class S and Class P shares, as applicable, and one plan for the Investor Class shares, if applicable, (each, a Plan and, collectively the Plans).
Each Fund, pursuant to its Plans, pays Invesco Distributors compensation at the annual rate, shown immediately below, of the Funds average daily net assets of the applicable class.
Fund |
Class A | Class C | Class P | Class R | Class S | |||||||||||||||
Invesco Charter Fund |
0.25 | % | 1.00 | % | N/A | 0.50 | % | 0.15 | % | |||||||||||
Invesco Diversified Dividend Fund |
0.25 | % | 1.00 | % | N/A | 0.50 | % | N/A | ||||||||||||
Invesco Summit Fund |
0.25 | % | 1.00 | % | 0.10 | % | N/A | 0.15 | % |
Invesco Diversified Dividend Fund, pursuant to its Plans, reimburses Invesco Distributors in an amount up to the annual rate of 0.25% of the Funds average daily net assets of its Investor Class shares.
The Plans compensate or reimburse Invesco Distributors, as applicable, for expenses incurred for the purpose of financing any activity that is primarily intended to result in the sale of shares of the Funds. Such activities include, but are not limited to, the following: printing of prospectuses and statements of additional information and reports for other than existing shareholders; overhead; preparation and distribution of advertising material and sales literature; expenses of organizing and conducting sales seminars; supplemental payments to dealers and other institutions such as asset-based sales charges or as payments of service fees under shareholder service arrangements; and costs of administering each Plan.
Payments pursuant to the Plans are subject to any applicable limitations imposed by FINRA rules.
See Appendix N for a list of the amounts paid by each class of shares of each Fund pursuant to its distribution plans for the last fiscal year and Appendix O for an estimate by category of the allocation of actual fees paid by each class of shares of each Fund pursuant to its distribution plan for the last fiscal year.
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As required by Rule 12b-1, the Plans were approved by the Board, including a majority of the trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plans or in any agreements related to the Plans (the Rule 12b-1 Trustees). In approving the Plans in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plans would benefit each class of the Funds and its respective shareholders.
The anticipated benefits that may result from the Plans with respect to each Fund and/or the classes of each Fund and its shareholders include but are not limited to the following: (1) rapid account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions and sales, thereby reducing the chance that an unanticipated increase in net redemptions could adversely affect the performance of each Fund.
Unless terminated earlier in accordance with their terms, the Plans continue from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the vote of a majority of the outstanding voting securities of that class.
Any change in the Plans that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plans may be amended by the trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon such amendment. As long as the Plans are in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees.
The Funds are currently grouped under one of the following two different Plans:
Class A, A2, C, Investor Class, P, R and S Shares Compensation Plan:
Invesco All Cap Market Neutral Fund
Invesco Alternative Strategies Fund
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement 2020 Fund (Class A, C and R)
Invesco Balanced-Risk Retirement 2030 Fund (Class A, C and R)
Invesco Balanced-Risk Retirement 2040 Fund (Class A, C and R)
Invesco Balanced-Risk Retirement 2050 Fund (Class A, C and R)
Invesco Balanced-Risk Retirement Now Fund (Class A, C and R)
Invesco Charter Fund
Invesco Conservative Allocation Fund
Invesco Conservative Income Fund (Class A)
Invesco Core Plus Bond Fund
Invesco Corporate Bond Fund (Class R)
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund (Class A, C and R)
Invesco Dividend Income Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Select Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco European Growth Fund (Class A, C and R)
Invesco European Small Company Fund
Invesco Floating Rate Fund
Invesco Global Core Equity Fund
Invesco Global Growth Fund
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Invesco Global Infrastructure Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Global Market Neutral Fund
Invesco Global Opportunities Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Responsibility Equity Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Global Targeted Returns Fund
Invesco Gold & Precious Metals Fund
Invesco Government Money Market Fund (Class C, Cash Reserve Shares and Class R)
Invesco Greater China
Invesco Growth Allocation Fund
Invesco Health Care Fund
Invesco High Yield Fund (Class A and C)
Invesco Income Allocation Fund
Invesco Income Fund (Class A, C and R)
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Select Equity Fund
Invesco International Small Company Fund
Invesco Limited Term Municipal Income Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Low Volatility Equity Yield Fund
Invesco Macro Allocation Strategy Fund
Invesco Mid Cap Core Equity Fund
Invesco MLP Fund
Invesco Moderate Allocation Fund
Invesco Multi-Asset Income Fund
Invesco Multi-Asset Inflation Fund
Invesco Peak Retirement TM 2015 Fund
Invesco Peak Retirement TM 2020 Fund
Invesco Peak Retirement TM 2025 Fund
Invesco Peak Retirement TM 2030 Fund
Invesco Peak Retirement TM 2035 Fund
Invesco Peak Retirement TM 2040 Fund
Invesco Peak Retireiment TM 2045 Fund
Invesco Peak Retirement TM 2050 Fund
Invesco Peak Retirement TM 2055 Fund
Invesco Peak Retirement TM 2060 Fund
Invesco Peak Retirement TM 2065 Fund
Invesco Peak Retirement TM Now Fund
Invesco Real Estate Fund (Class A, C and R)
Invesco Select Companies Fund
Invesco Select Opportunities Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Short Duration Inflation Protected Fund
Invesco Short Term Bond Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund (Class A, C and R)
Invesco Strategic Real Return Fund
Invesco Summit Fund
Invesco Tax-Exempt Cash Fund
Invesco Technology Fund (Class A and C)
Invesco Value Opportunities Fund (Class R)
Invesco World Bond Fund
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Class A, AX, C, CX, Investor Class, R and RX Shares Reimbursement Plan:
Invesco American Franchise Fund
Invesco American Value Fund
Invesco Balanced-Risk Retirement 2020 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2030 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2040 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2050 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement Now Fund (Class AX, CX and RX)
Invesco California Tax-Free Income Fund
Invesco Comstock Fund
Invesco Convertible Securities Fund
Invesco Corporate Bond Fund (Class A and C)
Invesco Diversified Dividend Fund (Investor Class)
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco European Growth Fund (Investor Class)
Invesco Government Money Market Fund (Class AX and CX)
Invesco Growth and Income Fund
Invesco High Yield Fund (Investor Class)
Invesco High Yield Municipal Fund
Invesco Income Fund (Investor Class)
Invesco Intermediate Term Municipal Income Fund
Invesco Mid Cap Growth Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pacific Growth Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Quality Income Fund
Invesco Real Estate Fund (Investor Class)
Invesco S&P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Growth Fund (Investor Class)
Invesco Small Cap Value Fund
Invesco Technology Fund (Investor Class)
Invesco Technology Sector Fund
Invesco Value Opportunities Fund (Class A and C)
Amounts payable by a Fund under the Compensation Plan (Compensation Shares) need not be directly related to the expenses actually incurred by Invesco Distributors on behalf of each Fund. These Plans do not obligate the Funds to reimburse Invesco Distributors for the actual allocated share of expenses Invesco Distributors may incur in fulfilling its obligations under these Plans. Thus, even if Invesco Distributors actual allocated share of expenses exceeds the fee payable to Invesco Distributors at any given time, under these Plans, the Funds will not be obligated to pay more than that fee. If Invesco Distributors actual allocated share of expenses is less than the fee it receives, under these Plans, Invesco Distributors will retain the full amount of the fee.
Amounts payable under the Reimbursement Plan (Reimbursement Shares) must be directly related to the expenses incurred by Invesco Distributors on behalf of each Fund, as such Plans obligate the Funds to reimburse Invesco Distributors for its actual allocated share of expenses incurred for the period. Reimbursement will be made through payments made at the end of each month. Reimbursement expenses for Investor Class Shares covered by the Reimbursement Plan shall be computed over a rolling twelve-month period. If Invesco Distributors actual allocated share of expenses incurred pursuant to the
84
Reimbursement Plan (Reimbursement Shares) for the period exceeds the annual cap, a Fund will not be obligated to pay more than the annual cap. If Invesco Distributors actual allocated share of expenses incurred pursuant to the Reimbursement Plan (Reimbursement Shares) for the period is less than the annual cap, Invesco Distributors is entitled to be reimbursed only for its actual allocated share of expenses.
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco Distributors will retain its ability to be reimbursed for such fee prior to the end of each fiscal year.
The Funds may pay a service fee of up to the cap disclosed in each Funds Plan and in any case no greater than 0.25% of the average daily net assets of the Class A, Class C, Class R and Investor Class shares, 0.15% of the average daily net assets of Class S shares, and 0.10% of the average daily net assets of Class P shares, attributable to the customers selected dealers and financial institutions to such dealers and financial institutions, including Invesco Distributors, acting as principal, who furnish continuing personal shareholder services to their customers who purchase and own the applicable class of shares of the Fund. Under the terms of a shareholder service agreement, such personal shareholder services include responding to customer inquiries and providing customers with the information about their investments. Any amounts not paid as a service fee under each Plan would constitute an asset-based sales charge.
Under a shareholder service agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a shareholder service agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Funds shares are held.
Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plans, certain financial institutions which have entered into service agreements and which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the respective Plans. Invesco Distributors does not act as principal, but rather as agent for the Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial institutions under the Plans. These payments are an obligation of the Funds and not of Invesco Distributors.
Because of fluctuations in net asset value, the Plan fees with respect to a particular Class C share may be greater or less than the amount of the initial commission (including carrying cost) paid by Invesco Distributors with respect to such share. In such circumstances, a shareholder of a share may be deemed to incur expenses attributable to other shareholders of such class.
If the Plans are terminated or not continued, the Fund would not be contractually obligated to pay Invesco Distributors for any expenses not previously reimbursed by the Fund or recovered through contingent deferred sales charges.
Financial statements for the fiscal year ended October 31, 2018, including the Financial Highlights pertaining thereto, and the reports of the independent registered public accounting firm thereon, are incorporated by reference into this SAI from each Funds most recent Annual Report to shareholders contained in the Trusts Form N-CSR filed on January 4, 2019.
85
The portions of such Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.
PricewaterhouseCoopers LLP informed the Trust that it has identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (referred to as the Loan Rule). The Loan Rule prohibits accounting firms, such as PricewaterhouseCoopers LLP, from being deemed independent if they have certain financial relationships with their audit clients or certain affiliates of those clients. The Trust is required under various securities laws to have its financial statements audited by an independent accounting firm.
The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit clients equity securities (referred to as a more than ten percent owner). For purposes of the Loan Rule, audit clients include the Funds as well as all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Advisers parent company, Invesco Ltd. (collectively, the Invesco Fund Complex). PricewaterhouseCoopers LLP informed the Trust it and certain affiliates and covered persons have relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex, which may implicate the Loan Rule.
On June 20, 2016, the SEC Staff issued a no-action letter to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. On May 2, 2018, the SEC proposed amendments to the Loan Rule that, if adopted as proposed, would address many of the issues that led to issuance of the no-action letter. 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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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 appends numerical modifiers 1, 2, and 3 to 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. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms*.
* |
By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security. |
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.
A-2
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 : This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
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 an 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 commitments 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 commitments 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 commitments 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 weaken the obligors capacity to meet its financial commitments 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 exposure to adverse conditions.
A-3
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 commitments on the obligation. |
B: |
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitments 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 commitments 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 commitments 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 with 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 commitments 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 weaken an obligors capacity to meet its financial commitments on the obligation. |
A-4
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 that could lead to the obligors inadequate capacity to meet its financial commitments. |
C: |
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments 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. |
D |
D is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or 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. |
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+).
A-5
Fitch Credit Rating Scales
Fitch Ratings publishes opinions on a variety of scales. The most common of these are credit ratings, but the agency also publishes ratings, scores and other relative opinions relating to financial or operational strength. For example, Fitch also provides specialized ratings of servicers of residential and commercial mortgages, asset managers and funds. In each case, users should refer to the definitions of each individual scale for guidance on the dimensions of risk covered in each assessment.
Fitchs credit ratings relating to issuers are 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 relating to securities and obligations of an issuer can include a recovery expectation (please see section Specific Limitations Relating to Credit Rating Scales for details). 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 financial, bank, insurance, and public finance entities (including supranational and sub-national entities) and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms investment grade and speculative grade have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The terms investment grade and speculative grade are market conventions and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
For the convenience of investors, Fitch may also include issues relating to a rated issuer that are not and have not been rated on its web page. Such issues are also denoted as NR.
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 historical default rates.
Fitchs 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 may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligations documentation).
The primary credit rating scales can be used to provide a rating of privately issued obligations or certain note issuance programs or for private ratings. In this case the rating is not published, but only provided to the issuer or its agents in the form of a rating letter.
The primary credit rating scales may also be used to provide ratings for a more narrow scope, including interest strips and return of principal or in other forms of opinions such as Credit Opinions or Rating Assessment Services. Credit Opinions are either a notch- or category-specific view using the primary
A-6
rating scale and omit one or more characteristics of a full rating or meet them to a different standard. Credit Opinions will be indicated using a lower case letter symbol combined with either an * (e.g. bbb+*) or (cat) suffix to denote the opinion status. Credit Opinions will be point-in-time typically but may be monitored if the analytical group believes information will be sufficiently available. Rating Assessment Services are a notch-specific view using the primary rating scale of how an existing or potential rating may be changed by a given set of hypothetical circumstances. Rating Assessments are point-in-time opinions. Rating Assessments are not monitored; they are not placed on Watch or assigned an Outlook and are not published.
Fitch Long-Term Rating Scales
Issuer Default Ratings
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 are also assigned to certain entities in global infrastructure and project finance. 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.
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.
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 on the Issuer Default Rating (IDR) 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 (T&C) risk. They are not ratings but expressions of a cap for the foreign currency issuer ratings of most, but not all, issuers in a given country. Given the close correlation between sovereign credit and T&C 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.
A-7
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 that 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: Near default
A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include:
a. the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
b. the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
c. the formal announcement by the issuer or their agent of a distressed debt exchange;
d. a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent
RD: Restricted default.
RD ratings indicate an issuer that in Fitchs opinion has experienced:
a. |
an uncured payment default on a bond, loan or other material financial obligation, but |
b. |
has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and |
c. |
has not otherwise ceased operating. |
This would include:
i. |
the selective payment default on a specific class or currency of debt; |
ii. |
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; |
iii. |
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; ordinary 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.
A-8
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.
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 and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1: |
Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. |
F2: |
Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments. |
F3: |
Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate. |
B: |
Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
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
PERSONS TO WHOM INVESCO PROVIDES
NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
(as of January 31, 2019)
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) | |
AXA | Other | |
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) |
B-1
Service Provider |
Disclosure Category |
|
Lincoln Investment Advisors Corporation | Other | |
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) |
B-2
Service Provider |
Disclosure Category |
|
Seattle-Northwest Securities Corporation | Broker (for certain Invesco Funds) | |
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
TRUSTEES AND OFFICERS
As of January 31, 2019
The address of each trustee and officer is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trusts organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Name, Year of Birth and Position(s) Held with the Trust |
Trustee
|
Principal Occupation(s) During Past 5 Years |
Number
Trustee |
Other
Trusteeship(s)/
Trustee/Director
|
||||
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 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: Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.) (financial services holding company); 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 |
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
Cynthia Hostetler 1962 Trustee |
2017 |
Non-Executive Director and Trustee of a number of public and private business corporations
Formerly: Director, Aberdeen Investment Funds (4 portfolios); Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; Attorney, Simpson Thacher & Bartlett LLP |
158 | Vulcan Materials Company (construction materials company); Trilinc Global Impact Fund; Genesee & Wyoming, Inc. (railroads); Artio Global Investment LLC (mutual fund complex); Edgen Group, Inc. (specialized energy and infrastructure products distributor); Investment Company Institute (professional organization); Independent Directors Council (professional organization) | ||||
Eli Jones 1961 Trustee |
2016 |
Professor and Dean, Mays Business School - Texas A&M University
Formerly: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank |
158 | Insperity, Inc. (formerly known as Administaff) (human resources provider) |
C-4
Anthony J. LaCava, Jr.
3
Trustee |
2019 |
Director, Blue Hills Bank (publicly traded financial institution).
Formerly: Managing Partner, KPMG LLP. |
158 | Chairman of the Audit Committee, Blue Hills Bank; Chairman of the Business Advisory Council, Bentley University; Chairman of the Audit and Finance Committee and Nominating Committee, KPMG LLP. | ||||
Prema Mathai-Davis
1950 Trustee |
1998 |
Retired
Co-Owner & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor) |
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 |
158 | Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier) | ||||
Ann Barnett Stern
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 |
3 The Board has appointed Anthony J. LaCava, Jr. as a Trustee of the Trust, effective March 1, 2019.
C-5
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 |
Non-executive director and trustee of a number of public and private business corporations
Formerly: Director, TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); Managing Partner, CT2, LLC (investing and consulting firm); 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 | 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, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed 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, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust and Invesco 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 |
C-6
Jeffrey H. Kupor 1968 Senior Vice President, Chief Legal Officer and Secretary |
2018 |
Head of Legal of the Americas, Invesco Ltd.; Senior Vice President and Secretary, 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.); Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Secretary, W.L. Ross & Co., LLC; Secretary and Vice President, Jemstep, Inc.
Formerly: Head of Legal, Worldwide Institutional, Invesco Ltd.; Secretary and General Counsel, INVESCO Private Capital Investments, Inc.; Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Assistant Secretary, INVESCO Asset Management (Bermuda) Ltd.; Secretary and General Counsel, Invesco Private Capital, Inc.; Assistant Secretary and General Counsel, INVESCO Realty, Inc.; Secretary and General Counsel, Invesco Senior Secured Management, Inc.; and Secretary, Sovereign G./P. Holdings Inc. |
N/A | N/A |
C-7
John M. Zerr 1962 Senior Vice President, Chief Legal Officer and Secretary |
2006 |
Chief Operating Officer of the Americas; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director and Vice President, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, The Invesco Funds; Managing Director, Invesco Capital Management LLC; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Senior Vice President, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Manager, Invesco Indexing LLC
Formerly: Director and Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.); Chief Legal Officer and Secretary, The Invesco Funds; Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.); Chief Legal Officer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Secretary, Invesco Indexing LLC; Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser) |
N/A | N/A |
C-8
Gregory G. McGreevey 1962 Senior Vice President |
2012 |
Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; and Senior Vice President, The Invesco Funds
Formerly: Senior Vice President, Invesco Management Group, Inc. and Invesco Advisers, Inc.; Assistant Vice President, The Invesco Funds |
N/A | N/A | ||||
Kelli Gallegos 1970 Vice President, Principal Financial Officer and Assistant Treasurer |
2008 |
Vice President and Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Principal Financial and Accounting Officer Pooled Investments, Invesco Capital Management LLC
Formerly: Assistant Treasurer, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust; Assistant Treasurer, Invesco Capital Management LLC; 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 Capital Management LLC, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed 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., The Invesco Funds, and Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed 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. | N/A | N/A |
C-9
Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp. and Invesco Management Group, Inc. | ||||||||
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-10
Trustee Ownership of Fund Shares as of December 31, 2018
Name of Trustee | Dollar Range of Equity Securities Per Fund |
Aggregate Dollar Range
Trustee in Invesco Funds |
||
Interested Persons |
||||
Martin L. Flanagan |
Invesco Charter Fund (over $100,000) Invesco Diversified Dividend Fund (over $100,000) |
Over $100,000 | ||
Philip A. Taylor |
None | None | ||
Independent Trustees |
||||
David C. Arch | Invesco Summit Fund (over $100,000) | Over $100,000 | ||
Bruce L. Crockett |
Invesco Charter Fund (over $100,000) Invesco Diversified Dividend Fund (over $100,000) |
Over $100,000 4 | ||
Jack M. Fields | None | Over $100,000 | ||
Cynthia Hostetler | None | Over $100,000 | ||
Eli Jones | Invesco Diversified Dividend Fund ($50,001-$100,000) | Over $100,000 4 | ||
Prema Mathai-Davis |
Invesco Diversified Dividend Fund (over $100,000) | Over $100,000 4 | ||
Teresa M. Ressel |
None | None | ||
Ann Barnett Stern | Invesco Diversified Dividend Fund (over $100,000) | Over $100,000 4 | ||
Raymond Stickel, Jr. |
Invesco Diversified Dividend Fund (over $100,000) | Over $100,000 | ||
Robert C. Troccoli |
None | Over $100,000 4 | ||
Christopher Wilson |
None | Over $100,000 |
4 |
Includes total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds. |
C-11
TRUSTEE COMPENSATION TABLE
Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2018, unless otherwise noted.
Trustee |
Aggregate
Compensation from the Trust 1 |
Retirement
Benefits Accrued by All Invesco Funds |
Estimated
Annual Benefits Upon Retirement 2 |
Total Compensation
From all Invesco Funds Paid to Trustees 3 |
||||||||||||
Independent Trustees (4) |
||||||||||||||||
David C. Arch |
$ | 27,863 | | $ | 205,000 | $ | 435,078 | |||||||||
Bruce L. Crockett |
45,534 | | 205,000 | 688,266 | ||||||||||||
Jack M. Fields |
26,551 | | 205,000 | 406,878 | ||||||||||||
Cynthia Hostetler |
23,405 | | | 359,478 | ||||||||||||
Eli Jones |
24,879 | | | 381,678 | ||||||||||||
Prema Mathai-Davis |
26,551 | | 205,000 | 406,878 | ||||||||||||
Teresa Ressel |
23,632 | | | 357,978 | ||||||||||||
Ann Barnett Stern |
23,075 | | | 354,478 | ||||||||||||
Raymond Stickel, Jr. |
27,903 | | 205,000 | 424,174 | ||||||||||||
Robert C. Troccoli |
25,436 | | | 385,178 | ||||||||||||
Christopher L. Wilson |
22,635 | | | 345,478 | ||||||||||||
Officer |
||||||||||||||||
Russell Burk |
60,911 | | | N/A |
1 |
Amounts shown are based on the fiscal year ended October 31, 2018. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended October 31, 2018, including earnings, was $79,690. The table also provides the compensation paid by the Fund to the Funds Officers for the fiscal year ended October 31, 2018. |
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, 2017, Mr. James T. Bunch and Dr. Larry Soll retired. During the fiscal year ended October 31, 2018 compensation from the Trust for both Messrs. Bunch and Soll was $12,487. |
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APPENDIX E
PROXY VOTING 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 and Invesco Asset Management (Japan) Limited have also adopted operating guidelines and procedures for proxy voting particular to each regional investment center. Such guidelines and procedures are attached hereto.
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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. |
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proxy administration and governance team, compliance and legal teams regularly communicate and review this Policy and the operating guidelines and procedures of each regional investment center to ensure that they remain consistent with clients best interests, regulatory requirements, governance trends and industry best practices.
Invesco maintains a proprietary global proxy administration platform, known as the fund manager portal and supported by the Head of Proxy Governance and a dedicated team of internal proxy specialists. The platform streamlines the proxy voting and ballot reconciliation processes, as well as related functions, such as share blocking and managing conflicts of interest issuers. Managing these processes internally, as opposed to relying on third parties, gives Invesco greater quality control, oversight and independence in the proxy administration process.
The platform also includes advanced global reporting and record-keeping capabilities regarding proxy matters that enable Invesco to satisfy client, regulatory and management requirements. Historical proxy voting information, including commentary by investment professionals regarding the votes they cast, where applicable, is stored to build institutional knowledge across the Invesco complex with respect to individual companies and proxy issues. Certain investment teams also use the platform to access third-party proxy research.
VII. |
Non-Votes |
In the great majority of instances, Invesco is able to vote proxies successfully. However, in certain circumstances Invesco may refrain from voting where the economic or other opportunity costs of voting exceeds any anticipated benefits of that proxy proposal. In addition, there may be instances in which Invesco is unable to vote all of its clients proxies despite using commercially reasonable efforts to do so. For example:
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Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting, to vote in line with management or to vote in accordance with proxy advisor recommendations. These matters are left to the discretion of the fund manager. |
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If the security in question is on loan as part of a securities lending program, lnvesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities. |
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In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities (share blocking). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the client(s) of voting a specific proxy outweighs the clients temporary inability to sell the security. |
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Some companies require a representative to attend meetings in person in order to vote a proxy. In such cases, Invesco may determine that the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy. |
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VIII. |
Proxy Voting Guidelines |
The following guidelines describe Invescos general positions on various common proxy voting issues. This list is not intended to be exhaustive or prescriptive. As noted above, Invescos proxy process is investor-driven, and each fund manager retains ultimate discretion to vote proxies in the manner they deem most appropriate, consistent with Invescos proxy voting principles and philosophy discussed in Sections I through IV. Individual proxy votes therefore will differ from these guidelines from time to time.
A. |
Shareholder Access and Treatment of Shareholder Proposals |
Invesco reviews on a case by case basis but generally votes in favor of proposals that would increase shareholders opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action, and proposals to promote the adoption of generally accepted best practices in corporate governance, provided that such proposals would not require a disproportionate amount of management attention or corporate resources or otherwise that may inappropriately disrupt the companys business and main purpose. usually set out in their reporting disclosures and business model. Likewise, Invesco reviews on a case by case basis but generally votes for shareholder proposals that are designed to protect shareholder rights if a companys corporate governance standards indicate that such additional protections are warranted (for example, where minority shareholders rights are not adequately protected).
B. |
Environmental, Social and Corporate Responsibility Issues |
Invesco believes that a companys long-term response to environmental, social and corporate responsibility issues can significantly affect its long-term shareholder value. We recognize that to manage a corporation effectively, directors and management may consider not only the interests of shareholders, but also the interests of employees, customers, suppliers, creditors and the local community, among others. While Invesco generally affords management discretion with respect to the operation of a companys business, Invesco will evaluate such proposals on a case by case basis and will vote proposals relating to these issues in a manner intended to maximize long-term shareholder value.
C. |
Capitalization Structure Issues |
i. |
Stock Issuances |
Invesco generally supports a boards decisions about the need for additional capital stock to meet ongoing corporate needs, except where the request could adversely affect Invesco clients ownership stakes or voting rights. Some capitalization proposals, such as those to authorize common or preferred stock with special voting rights or to issue additional stock in connection with an acquisition, may require additional analysis. lnvesco generally opposes proposals to authorize classes of preferred stock with unspecified voting, conversion, dividend or other rights (blank check stock) when they appear to be intended as an anti-takeover mechanism; such issuances may be supported when used for general financing purposes.
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ii. |
Stock Splits |
Invesco generally supports a boards proposal to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given the companys industry and performance in terms of shareholder returns.
iii. |
Share Repurchases |
lnvesco generally supports a boards proposal to institute open-market share repurchase plans only if all shareholders participate on an equal basis.
D. |
Corporate Governance Issues |
i. Board of Directors
1. |
Director Nominees in Uncontested Elections |
Subject to the other considerations described below, in an uncontested director election for a company without a controlling shareholder, lnvesco generally votes in favor of the director slate if it is comprised of at least a majority of independent directors and if the boards key committees are fully independent, effective and balanced. Key committees include the audit, compensation/remuneration and governance/nominating committees. lnvescos standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.
2. |
Director Nominees in Contested Elections |
Invesco recognizes that short-term investment sentiments influence the corporate governance landscape and may influence companies in Invesco clients portfolios and more broadly across the market. Invesco recognizes that short-term investment sentiment may conflict with long-term value creation and as such looks at each proxy contest matter on a case by case basis, considering factors such as:
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Long-term financial performance of the company relative to its industry, |
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Managements track record, |
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Background to the proxy contest, |
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Qualifications of director nominees (both slates), |
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Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and |
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Stock ownership positions in the company. |
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3. |
Director Accountability |
Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders. Examples include, without limitation, poor attendance (less than 75%, absent extenuating circumstances) at meetings, failing to implement shareholder proposals that have received a majority of votes and/or by adopting or approving egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (poison pills) without shareholder approval, or other areas of poor performance, Invesco may withhold votes from some or all of a companys directors. In situations where directors performance is a concern, Invesco may also support shareholder proposals to take corrective actions such as so-called clawback provisions.
4. |
Director Independence |
lnvesco generally supports proposals to require a majority of directors to be independent unless particular circumstances make this not Feasible or in the best interests of shareholders, We generally vote for proposals that would require the boards audit, compensation/remuneration, and/or governance/nominating committees to be composed exclusively of independent directors since this minimizes the potential for conflicts of interest.
5. |
Director Indemnification |
Invesco recognizes that individuals may be reluctant to serve as corporate directors if they are personally liable for all related lawsuits and legal costs. As a result, reasonable limitations on directors liability can benefit a company and its shareholders by helping to attract and retain qualified directors while preserving recourse for shareholders in the event of misconduct by directors, Invesco, therefore, generally supports proposals to limit directors liability and provide indemnification and/or exculpation, provided that the arrangements are limited to the director acting honestly and in good faith with a view to the best interests of the company and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful.
6. |
Separate Chairperson and CEO |
Invesco evaluates these proposals on a case by case basis, recognizing that good governance requires either an independent chair or a qualified, proactive, and lead independent director.
Voting decisions may take into account, among other factors, the presence or absence of:
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a designated lead director, appointed from the ranks of the independent board members, with an established term of office and clearly delineated powers and duties; |
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a majority of independent directors; |
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completely independent key committees; |
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committee chairpersons nominated by the independent directors; |
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CEO performance reviewed annually by a committee of independent directors; and |
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established governance guidelines. |
7. |
Majority/Supermajority/Cumulative Voting for Directors |
The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco generally votes in favor of proposals to elect directors by a majority vote. Except in cases where required by law in the jurisdiction of incorporation or when a company has adopted formal governance principles that present a meaningful alternative to the majority voting standard, Invesco generally votes against actions that would impose any supermajority voting requirement. and generally supports actions to dismantle existing supermajority requirements.
The practice of cumulative voting can enable minority shareholders to have representation on a companys board. Invesco generally opposes such proposals as unnecessary where the company has adopted a majority voting standard. However, Invesco generally supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.
8. |
Staggered Boards/Annual Election of Directors |
Invesco generally supports proposals to elect each director annually rather than electing directors to staggered multi-year terms because annual elections increase a boards level of accountability to its shareholders.
9. |
Board Size |
lnvesco believes that the number of directors is an important factor to consider when evaluating the boards ability to maximize long-term shareholder value. Invesco approaches proxies relating to board size on a case by case basis but generally will defer to the board with respect to determining the optimal number of board members, provided that the proposed board size is sufficiently large to represent shareholder interests and sufficiently limited to remain effective.
10. |
Term Limits for Directors |
lnvesco believes it is important for a board of directors to examine its membership regularly with a view to ensuring that the company continues to benefit from a diversity of director viewpoints and experience. We generally believe that an individual boards nominating committee is best positioned to determine whether director term limits would be an appropriate measure to help achieve these goals and, if so, the nature of such limits.
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ii. Audit Committees and Auditors
1. |
Qualifications of Audit Committee and Auditors |
Invesco believes a companys Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a companys internal controls. Independence. experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a companys Audit Committee, or when ratifying a companys auditors, Invesco considers the past performance of the Audit Committee and holds its members accountable for the quality of the companys financial statements and reports.
2. |
Auditor Indemnifications |
A companys independent auditors play a critical role in ensuring and attesting to the integrity of the companys financial statements. It is therefore essential that they perform their work in accordance with the highest standards. Invesco generally opposes proposals that would limit the liability of or indemnify auditors because doing so could serve to undermine this obligation.
3. |
Adequate Disclosure of Auditor Fees |
Understanding the fees earned by the auditors is important for assessing auditor independence. Invescos support for the re-appointment of the auditors will take into consideration the availability of adequate disclosure concerning the amount and nature of audit versus non-audit fees. Invesco generally will support proposals that call for this disclosure if it is not already being made.
E. |
Remuneration and Incentives |
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders long-term interests! and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features. and plans that appear likely to reduce the value of the clients investment.
i. Independent Compensation/Remuneration Committee
Invesco believes that an independent, experienced and well-informed compensation/remuneration committee is critical to ensuring that a companys remuneration practices align with shareholders interests and, therefore, generally supports proposals calling for a compensation/remuneration committee to be comprised solely of independent directors.
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ii. Advisory Votes on Executive Compensation
Invesco believes that an independent compensation/remuneration committee of the board, with input from management, is generally best positioned to determine the appropriate components and levels of executive compensation, as well as the appropriate frequency of related shareholder advisory votes. This is particularly the case where shareholders have the ability to express their views on remuneration matters through annual votes for or against the election of the individual directors who comprise the compensation/remuneration committee. Invesco, therefore, generally will support managements recommendations with regard to the components and levels of executive compensation and the frequency of shareholder advisory votes on executive compensation. However, Invesco will vote against such recommendations where Invesco determines that a companys executive remuneration policies are not properly aligned with shareholder interests or may create inappropriate incentives for management.
iii. Equity Based Compensation Plans
Invesco generally votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include, without limitation, the ability to reprice or reload options without shareholder approval, the ability to issue options below the stocks current market price, or the ability to replenish shares automatically without shareholder approval.
iv. Severance Arrangements
lnvesco considers proposed severance arrangements (sometimes known as golden parachute arrangements) on a case-by-case basis due to the wide variety among their terms. Invesco acknowledges that in some cases such arrangements, if reasonable, may be in shareholders best interests as a method of attracting and retaining high quality executive talent. lnvesco generally votes in favor of proposals requiring advisory shareholder ratification of senior executives severance agreements while generally opposing proposals that require such agreements to be ratified by shareholders in advance of their adoption.
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v. Claw Back Provisions
lnvesco generally supports so called claw back policies intended to recoup remuneration paid to senior executives based upon materially inaccurate financial reporting (as evidenced by later restatements) or fraudulent accounting or business practices.
vi. Employee Stock Purchase Plans
Invesco generally supports employee stock purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock represents a reasonable discount from the market price.
F. |
Anti-Takeover Defenses; Reincorporation |
Measures designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they have the potential to create conflicts of interests among directors, management and shareholders. Such measures include adopting or renewing shareholder rights plans (poison pills), requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. In determining whether to support a proposal to add, eliminate or restrict anti-takeover measures, Invesco will examine the particular elements of the proposal to assess the degree to which it would adversely affect shareholder rights of adopted. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote. Invesco generally opposes payments by companies to minority shareholders intended to dissuade such shareholders from pursuing a takeover or other changes (sometimes known as greenmail) because these payments result in preferential treatment of some shareholders over others.
Reincorporation involves re-establishing the company in a different legal jurisdiction. Invesco generally will vote for proposals to reincorporate a company provided that the board and management have demonstrated sound financial or business reasons for the move. Invesco generally will oppose proposals to reincorporate if they are solely part of an anti-takeover defense or intended to limit directors liability.
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Proxy Voting 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 Voting Guidelines
for
Invesco Asset Management Limited (UK)
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Introduction | |||
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What is the UK Stewardship Code? | |||
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Our compliance with the Stewardship Code | |||
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Introduction to the principles of the Stewardship Code | |||
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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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09 |
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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Further information/useful links | |||
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Key contact details for matters concerning stewardship |
Henley Investment Centre UK Stewardship Policy |
03 |
This paper describes Invescos approach to stewardship in the UK 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 the Henley Investment Centres behaviours as a significant institutional investor in markets around the world.
Invescos Henley Investment Centre 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 we approach 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 UK Stewardship Code
Invesco is committed to being a responsible investor. We serve our clients in this space as a trusted partner both on specific responsible investment product strategies as well as part of our commitment to deliver a superior investment experience. Invesco signed the UN sponsored Principles for Responsible Investment (PRI) in 2013 thereby formalising our commitment to responsible investment globally. We achieved an A+ rating in our 2017 PRI assessment for our strategy and governance in responsible investment. This rating demonstrates our extensive efforts in terms of environmental, social and governance (ESG) integration, active ownership, investor collaboration and transparency. The diversity of Invesco means that investment centres and strategies will vary in their approaches to implementation of responsible investment. Global resources both in terms of external research input and a global team of experts underpin and drive this effort alongside our investment centres. Invesco is a signatory to the UK Stewardship Code. The Code sets out seven principles, which support good practice on engagement with investee companies, and to which the FRC believes institutional investors should aspire.
The Henley Investment Centre takes its responsibilities for investing its clients money very seriously. As a core part of the investment process, its 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 takes into account ESG issues.
Being a major shareholder in a company is more than simply expecting to benefit from its future earnings streams. In the Henley Investment Centres 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.
We recognize that different asset classes will vary in their approach to implementation of stewardship activities. Where relevant, the fixed interest and multi-asset teams consider ESG elements as part of their investment research.
The Henley Investment Centre 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. 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.
The Henley Investment Centre may at times seek to influence strategies of investee companies, where appropriate, on behalf of its clients, but it will never seek to be involved in the day to day running of any investee companies. The Henley Investment Centre considers that being an active shareholder 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. Given that the majority of the Henley Investment Centres 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.
The Henley Investment Centre 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.
Henley Investment Centre UK Stewardship Policy |
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Scope
The scope of this policy covers all portfolios that are managed by the Invesco 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 Invescos UK ICVC range the following funds are excluded: Invesco US Enhanced Index Fund (UK), Invesco Balanced Risk 8 Fund (UK), Invesco Balanced Risk 10 Fund (UK), Invesco European ex UK Enhanced Index Fund (UK), Invesco Global Balanced Index Fund (UK), Invesco Global ex-UK Core Equity Index Fund (UK), Invesco Global ex-UK Enhanced Index Fund (UK), Invesco Hong Kong & China Fund (UK), Invesco Japanese Smaller Companies Fund (UK) and Invesco UK Enhanced Index Fund (UK).
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. |
Henley Investment Centre UK Stewardship Policy |
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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.
Invescos Investors approach:
The Henley Investment Centre 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, our proxy voting policy and how we deal with conflicts of interest. In addition, this statement of compliance with the UK Stewardship Code indicates how the Henley Investment Centre addresses engagement, monitoring, and incorporates environmental, social and governance (ESG) activities within our investment process. All of our activities are aimed at enhancing and protecting the value of our investments for our clients.
These documents are reviewed and updated on an annual basis.
Integration of stewardship activities as part of the wider investment process
The investment process and philosophy in Henley is rooted in a culture of long term, valuation led, active management. Fundamental research of companies includes a holistic set of factors.
When analysing companies prospects for future profitability and hence returns to shareholders, we will take many variables into account, including but not limited to, the following:
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Nomination and audit committees |
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Remuneration policies, reporting and directors remuneration |
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Board balance and structure |
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Financial reporting principles |
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Internal control system and annual review of its effectiveness |
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Dividend and Capital Management policies |
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ESG activities |
Frequent dialogue with companies on these topics is an essential part of our fundamental research process and we will regularly support companies to improve and develop overtime. As such, stewardship is core to our wider investment process.
Dialogue with companies
We 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 ESG issues where these may impact on the best interests of clients. In discussion with company boards and senior non-Executive Directors, we 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, the Henley Investment Centre will seek to influence the direction of that company where practicable. In our view, this is part of our responsibility to clients.
Ultimately the business performance will have an impact on the returns generated by the Henley Investment Centres portfolios, whether it is in terms of share price performance or dividends, and the business 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 the business 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. Corporate engagement provides an opportunity for regular reviews of these issues.
Henley Investment Centre UK Stewardship Policy |
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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 the Henley Investment Centre has been a major shareholder in a number of companies for a long time, reflects both the fact that the 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 our views diverge from those of the companies executives but, where possible, we attempt to work with companies towards a practical solution. However, the Henley Investment Centre 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 we prefer 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.
Specifically when considering resolutions put to shareholders, we will pay attention to the companies compliance with the relevant local requirements.
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 the Henley Investment Centre might apply to non-routine proposals will include:
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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 |
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Peer group response to the issue in question |
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Whether implementation would achieve the objectives sought in the proposal |
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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.
Invescos Investors approach:
Invesco is required to take all appropriate steps to identify, manage, record and, where relevant, disclose actual or potential conflicts of interest between ourselves (including our managers and employees and any person directly or indirectly linked) and our clients and between one client and another. Invesco has a UK Conflicts of Interest Policy which lists the types of potential conflicts of interest which may arise through the normal course of business whose existence may damage the interests of clients and details the administrative arrangements taken to prevent and manage these. A copy of the UK Conflicts of Interest Policy is provided to investors on request.
Invesco has a UK Code of Ethics for its employees which covers expectations around our principles and obligations as a fiduciary, material non-public information, personal account dealing, outside business activity, and other potential conflicts of interest. All employees are required to provide an annual attestation that they have read the Code of Ethics and will comply with its provisions.
Invesco 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.
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. Where this is not the case, Invesco operates a global Invesco proxy advisory committee (IPAC) who will vote the proxy based on the majority vote of its members (see full description of IPAC in the section on Principle 6).
Henley Investment Centre UK Stewardship Policy |
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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 IPAC.
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.
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:
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Keep abreast of the companys performance; |
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Keep abreast of developments, both internal and external to the company, that drive the companys value and risks; |
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Satisfy themselves that the companys leadership is effective; |
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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; |
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Consider the quality of the companys reporting; and |
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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.
Invescos Investors approach:
Through the Henley Investment Centres active investment process, fund managers endeavour to establish on a proportionate basis, on-going dialogue with company management and this includes regular meetings. The business will also engage with companies on particular ESG related matters.
Meeting investee companies is a core part of the investment process and the Henley Investment Centre is committed to keeping records of all key engagement activities.
However, meeting company management is not the only method of corporate engagement.
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Our investment teams regularly review company filings and publicly available information to gain a fuller understanding of the relevant company. |
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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. |
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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. Invesco expenses research costs. |
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Our investment teams have access to external corporate governance research that flags corporate non-compliance with best practice corporate governance standards. While we believe this is a helpful guide, we consider each company on a case by case basis and may well support management where we believe this is in our clients best interest. |
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.
Invescos approach to the receipt of inside information
Invesco has a global and interconnected asset management business without internal information barriers, which means that the receipt of inside information by one area of Invescos global business results in all of Invescos global business being deemed to be in receipt of inside information.
The Henley Investment Centre acknowledges that the receipt of inside information has the potential to negatively impact other investment teams, our clients and more generally the efficient and fair operation of capital markets.
Henley Investment Centre UK Stewardship Policy |
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For these reasons and as a matter of general policy the business does not want to receive inside information.
However, it is acknowledged that as part of the Henley Investment Centres investment approach and duty to act in the best interests of our clients, there are circumstances in which the business may receive inside information which are detailed further in relevant procedures and policies.
The Henley Investment Centres investment approach is about forming strong, long term relationships with the companies it invests in. We do this by maintaining regular and direct contact with corporate brokers and the management of companies that they invest in so that we can build real insight into and a deep understanding of such companies, as well as the markets and industry in which they operate.
This, along with the corporate governance responsibilities of being long term asset managers, means participating in meaningful conversations about our investee companies with the company itself and its advisors. This approach provides us with the opportunity to engage in discussions regarding the direction of the strategy of those companies before decisions by the companies have been made. Such engagement is an important aspect of the exercise of our responsibilities as asset manager owners.
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, the business has in place policies and procedures to effectively manage this risk. 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. 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. Further details are available upon request.
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:
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Holding additional meetings with management specifically to discuss concerns; |
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Expressing concerns through the companys advisers; |
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Meeting with the chairman or other board members; |
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Intervening jointly with other institutions on particular issues; |
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Making a public statement in advance of General Meetings; |
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Submitting resolutions and speaking at General Meetings; and |
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Requisitioning a General Meeting, in some cases proposing to change board membership |
Invescos Investors approach:
The Henley Investment Centres fund managers escalate stewardship activities in several stages. Initially any issues/concerns would be raised by its fund managers through a 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 to) as follows:
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Meeting with non-executive members of company boards to discuss our concerns |
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Attendance and active participation at company annual general meetings (AGMs) |
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Writing of letters to company boards expressing our concerns and requiring action to be taken |
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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 our clients.
Henley Investment Centre UK Stewardship Policy |
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Examples of issues that would prompt us to escalate our concerns may include:
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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. |
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Concerns over remuneration policies at companies where those policies do not align with the ongoing positive growth of the company. This may include us exercising our proxy votes against the reappointment of chairs of the remuneration committees in order to express our concerns. |
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Where the strategic direction of companies that we invest in changes significantly, and does not match with the original investment rationale that attracted us to the company in the first place, and where we believe that the new strategy will no longer return the best value to shareholders, and ultimately to our clients. |
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Where Board structure or individual composition at an investee company 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 disinvestment of positions.
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.
Invescos Investors approach:
The Henley Investment Centre 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 UK Sustainable Investment and Finance Association (UKSIF) and the UN backed Principles for Responsible Investment (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.
Invesco are also members of the UK Investor Forum, 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 vote on 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.
Invescos 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.
Henley Investment Centre UK Stewardship Policy |
10 |
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. The Henley Investment Centre buys research from several providers to make an informed voting decision. Globally we use ISS and Glass Lewis and we use the Investment Association IVIS service for research for UK securities.
The Henley Investment Centre reports the investment teams proxy voting records through an easily accessible portal on our website. This allows our clients to see votes that have been cast by our investment professionals on each of our ICVC 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 can be viewed on our website at: www.invesco.co.uk/proxy-voting-records 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 group. 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 Global Head of Responsible Investment and a dedicated team of internal proxy specialists. This proprietary portal is supported by Institutional Shareholder Services (ISS) to process the underlying voting ballots. 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. 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:
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Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting or to vote in accordance with proxy advisor recommendations |
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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 |
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In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities (share blocking). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the clients of voting a specific proxy outweighs the clients temporary inability to sell the security |
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Some companies require a representative to attend meetings in person in order to vote a proxy. In such cases, Invesco may determine that the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy |
Approach to Stock Lending
The Henley Investment Centre does not enter into stock lending arrangements.
Henley Investment Centre UK Stewardship Policy |
11 |
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.
Invescos Investors approach:
Invesco produces an annual stewardship report which highlights our activities at a global level in terms of ESG activity and in various investment centres.
The Henley Investment Centre reports our investment teams proxy voting records through an easily accessible portal on our website. This allows our clients to see votes that have been cast by our investment professionals on each of our ICVC 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 can be viewed on our website at: www.invesco.co.uk/proxy-voting-results
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 continue to assess this approach.
Further information/useful links (also available via our website):
www.invesco.co.uk/corporategovernance-and-stewardship-code
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@invesco.com
Dan Baker
Operations Manager
Tel: +44 1491 416514
Email: Dan_Baker@invesco.com
Charles Henderson
UK Equities Business Manager
Tel: +44 1491 417672
Email: Charles_Henderson@invesco.com
Cathrine de Coninck-Lopez
Head of ESG, Henley Investment Centre
Tel +44 1491416139
Email: Cathrine.deconinck-lopez@invesco.com
Telephone calls may be recorded.
Important information
Where individuals or the business have expressed opinions, they are based on current market conditions, they may differ from those of other investment professionals and are subject to change without notice.
All information as at 12 December 2017 sourced from Invesco unless otherwise stated.
Invesco Asset Management Limited
Registered in England 949417
Perpetual Park, Perpetual Park Drive, Henley-on-Thames,
Oxfordshire RG9 1HH, UK Authorised and regulated by the Financial Conduct Authority
EMEA7636/64080/PDF/161018
Proxy Voting Guidelines
for
Invesco Asset Management (Japan) Limited
Basic Policy on Proxy Voting
We vote proxies for the purpose of seeking to maximize the interests of our clients (investors) and beneficiaries over time, acknowledging 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 is to expand the corporate value or the economic interest of shareholders or the preventing of damage thereto. . Proxy voting is an integral part of our stewardship activities and we make voting decisions considering whether or not the proposal would contribute to the corporate value expansion and sustainable growth.
In order to vote proxies adequately we have established the Corporate Governance Committee and developed these Proxy Voting Guidelines to oversee control of the decision making process concerning proxy voting. While we may seek advice from an external service provider based on our own guidelines, our investment professionals make voting decisions in principle, based on our proxy voting guidelines, taking into account whether or not they contribute to shareholder value enhancement of the subject company.
Responsible proxy voting and constructive dialogue with investee companies are important components of stewardship activities. While the proxy voting guidelines are principles for our making voting decisions, depending on the proposals, we may make special decisions to maximize the interests of clients (investors) and beneficiaries, through the establishment of constructive dialogue with the investee companies. In such case, approval of the Corporate Governance Committee shall be obtained.
The Corporate Governance Committee is consisted of members including Director in charge of the Investment Division as the chair, Head of Compliance, Corporate Governance Officer, investment professionals nominated by the chair and persons in charge at the Client Reporting Department.
We have developed the Conflict of Interest Control Policy and, even in the situation where any conflict of interest is likely to arise, we work to control conflict of interest to protect the interests of clients (investors) and beneficiaries. The Compliance Department is responsible for overseeing company-wide control of conflict of interest. The Compliance Department is independent from investment and marketing divisions, and shall not receive any command or order with respect to the matters concerning compliance with the laws and regulations including the matters concerning conflict of interest from investment and marketing divisions.
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Proxy Voting Guidelines
1. |
Profit Allocation and Dividends |
We decide how to vote on the proposals seeking approval for profit allocation and dividends, taking into account the financial conditions and business performance of the subject company, and the economic interest of shareholders, etc.
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Taking into account the status of capital adequacy and business strategies, etc. of the subject company, if the total payout ratio including dividends and share buybacks is significantly low, we consider to vote against the proposals, unless reasonable explanation is given by the company. |
With respect to the company where profit allocation is determined by the board of directors, taking into account the status of capital adequacy and business strategies, etc. of the subject company, if the total payout ratio including dividends and share buybacks is significantly low, we consider to vote against reelection of directors, unless reasonable explanation is given by the company.
Taking into account the status of capital adequacy and business strategies, etc. of the subject company, if the total payout ratio including dividends and share buybacks is significantly low, we consider to vote for the shareholder proposals that require more payout to shareholders.
2. |
Election of Directors |
We decide how to vote on the proposals concerning election of directors, taking into account independence, competence and existence of anti-social acts of director candidates, etc. We decide how to vote on reelection of director candidates, taking into account their approach to corporate governance and accountability during their tenure, business performance of the company and existence of anti-social acts of the company, etc. in addition to the above factors.
Directors should make efforts to continuously gain knowledge and skills from time to time to fulfill the important role and responsibilities in governance of the subject company. Companies are also required to provide sufficient opportunities of such training.
Independent outside directors are expected to play a significant role such as to secure the interest of minority shareholders through activities based on their insights to increase the corporate value of the subject company. It is desirable to enhance the boards governance function with independent outside directors accounting for the majority of the board. However,
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given the challenge to secure competent candidates, we also recognize that, under the current conditions, it is difficult for all the companies, irrespective of their size, to deploy a majority of the board with independent outside directors.
(1) Independence
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We generally vote for election of outside directors; provided, however, that we vote against the candidate who is not regarded as independent from the subject company. With respect to independence, it is desirable that the subject company discloses numerical standard which should support our decision. . |
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We judge independence based on the independence criteria stipulated by the stock exchange, with focus on whether independence is substantially secured. |
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We regard the outside director with significantly long tenure as non-independent, and vote against reelection of such outside director. |
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In the case where the subject company is the company with a three committee board structure or the company with a board with audit committee structure, we judge independence of outside director candidates who become members of the audit committee or the similar committee based on the same independence criteria for election of statutory auditors in principle. |
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In the case where the subject company is the company with a three committee board structure or the company with a board with audit committee structure, we generally consider to vote against the director candidates who are top executives of the subject company, if independent outside directors of the subject company account for less than 1/3 of the board after the shareholders meeting. |
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In the case where the subject company is the company with a statutory auditor structure, we generally vote against the director candidates who are top executives, unless there are at least two outside directors who are independent from the subject company after the shareholders meeting. |
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In the case where the subject company has a parent company, we generally consider to vote against the director candidates who are top executives of the subject company, if outside directors who are independent from the subject company account for less than half of the board after the shareholders meeting. |
(2) Attendance rate
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All members are expected to attend the board meetings and each committees in principle, and companies are generally obligated to facilitate all members to attend meetings. We generally vote against reelection of the director candidate who attended less than 75% of |
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the board meetings or the respective committee. |
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We take into account not only the number of attendance but reasons for nomination and substantial contribution, if disclosed. |
(3) Business performance of the company
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We consider voting against reelection of director candidates, if the subject company made a loss for the three consecutive year during their tenure. |
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We consider voting against reelection of director candidates, if it is judged that the business performance of the subject company is significantly behind peers in the same industry during their tenure. |
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We consider voting against the directors who are top executives, if business strategies that enable the corporate value enhancement and sustainable growth are not demonstrated and no constructive dialogue is conducted, with respect to capital efficiency including return on capital. |
(4) Anti-social acts of the company
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If it is judged that there has been any corporate scandal that has significant social effects and has impaired, or is likely to impair, the shareholder value during the tenure, we shall conduct sufficient dialogue with the subject company on the background and subsequent resolutions of the scandal. Based on the dialogue and taking into account impact on the shareholder value, we decide how to vote on reelection of the director candidates who are top executives, directors in charge of those cases and members of the audit committee or the similar committee. |
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With respect to domestic scandals, if the company has received administrative disposition on cartel or bid-rigging, we consider to vote against reelection of the director candidates who are top executives, directors in charge and members of the audit committee or the similar committee, at the time when the disposition is determined by the Fair Trade Commission, etc. If the final disposition is subsequently determined on appeal or complaint, we do not vote against reelection again at such time. We decide case-by-case with respect to an order for compensation in a civil case or disposition by the Consumer Affairs Agency and administrative disposition imposed overseas. |
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With respect to administrative disposition imposed on a subsidiary or affiliate, if the subsidiary or affiliate is unlisted, we consider to vote against reelection of the director candidates who are top executives, directors in charge and members of the audit committee or the similar committee of the holding company or the parent company. If the subsidiary or affiliate is listed, we consider to vote against reelection of the |
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director candidates who are top executives, directors in charge and members of the audit committee or the similar committee of the subsidiary or affiliate and the parent company; provided, however, that we decide case-by-case depending on importance of the disposition on the subsidiary or affiliate, its impact on business performance of the holding company or parent company. |
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With respect to a scandal of an individual employee, if such scandal has impaired, or is likely to impair the shareholder value, and it is judged that the subject company should assume responsibility as a manager, we consider to vote against reelection of the director candidates who are top executives, directors in charge and members of the audit committee or the similar committee. |
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We consider to vote against reelection of director candidates, if the subject company has committed window-dressing and inadequate accounting activities during their tenure. |
(5) Acts against the interest of shareholders
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If the company has increased capital through a third-party allotment that is excessively dilutive without resolution by the shareholders meeting, we consider to vote against reelection of director candidates, particularly the director candidates who are top executives. |
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If the company has increased capital through a large-scale public offering without reasonable explanation, we consider to vote against reelection of director candidates, particularly the director candidates who are top executives. |
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If the shareholder proposal that is judged desirable for minority shareholders has received the majority support but the company does not implement such proposal or make the similar proposal as the company proposal at the shareholders meeting in the following year, we consider voting against the director candidates who are top executives. |
(6) Other
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If information of a director candidate is not fully disclosed, we generally vote against such director candidate. |
3. |
Composition of Board of Directors, etc. |
Depending on the size of companies, etc., we believe that a three committee board structure is desirable to achieve better governance as a listed company. Even for a company with a statutory auditor structure or a company with a board with audit committee, it is also desirable to voluntarily deploy the nomination committee, compensation committee and other necessary committees. It is also desirable that the chair of the board of directors is an independent outside director. We believe that composition of the highly transparent board of directors secures
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transparency of the management and contributes to a persistent increase in the enterprise value. It is also desirable that the third-party assessment of the board of directors is disclosed.
We are concerned about the retired director assuming a consulting, advisory or other similar position which is likely to have negative impact on greater transparency and decision making of the board of directors. If such position or a person assuming such position exists, it is desirable that its existence, expected role and effects or compensation and other treatment for such position are fully disclosed.
(1) Number of members and change in constituents of the board of directors
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We decide how to vote on the proposals concerning the number of members and change in constituents of the board of directors, by comparing with the current structure and taking into account impact on the subject company and the economic interest of shareholders. |
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We favorably consider a decrease in the number of directors other than outside directors, but in the case of an increase in the number of directors other than outside directors, unless reasons are clearly and reasonably stated, we consider to vote against reelection of the director candidates who are top executives. |
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If there are too many board members and we are concerned that swift decision making may be hindered, we vote against the director candidates who are top executives. |
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We favorably consider an increase in the number of outside directors, but in the case of a decrease in the number of outside directors, unless reasons are clearly and reasonably stated, we consider to vote against reelection of the director candidates who are top executives. |
(2) Procedures for election of directors, scope of responsibilities of directors, etc.
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We decide how to vote on the proposals concerning a change in procedures for election of directors, by comparing with the current procedures and taking into account reasonableness of such change, etc. |
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We generally vote against the proposals that reduce responsibility of directors for monetary damages due to their breach of duty of care of a prudent manager. |
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Responsibilities of the board of directors include proper supervision over the succession plan for top executives. The nomination committee at the company with a three-committee board structure, or the nomination committee that should be voluntarily deployed by the company with a different structure, should provide proper supervision over fostering and |
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election of successors with secured transparency. It is desirable that an independent outside director serves as the chair of the nomination committee. If the process is judged to significantly lack transparency and reasonableness, we consider to vote against the director candidates who are top executives. |
4. |
Election of Statutory Auditors |
We decide how to vote on the proposals concerning election of statutory auditors, taking into account independence, competence and existence of anti-social acts of auditor candidates, etc. We decide how to vote on reelection of statutory auditor candidates, taking into account their approach to corporate governance and accountability during their tenure, existence of anti-social acts of the company, etc. in addition to the above factors.
Statutory auditors and directors who are members of the audit committee or the similar committee are required to have deep specialized knowledge of accounting and laws and regulations, and should make efforts to continuously gain knowledge and skills from time to time to fulfill the important role and responsibilities in governance of the subject company. Companies are also required to provide sufficient opportunities of such training.
(1) Independence
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We generally vote against non-independent outside statutory auditors. |
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The person who has no relationship with the subject company other than being elected as a statutory auditor is regarded as independent. |
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We regard the outside statutory auditor with significantly long tenure as non-independent, and vote against reelection of such outside statutory auditor. |
(2) Attendance rate
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All statutory auditors are expected to attend meetings of the board of directors or the board of statutory auditors in principle, and companies are generally obligated to facilitate all statutory auditors to attend meetings. We generally vote against reelection of the statutory auditor candidate who attended less than 75% of meetings of the board of directors or the board of statutory auditors. |
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We take into account not only the number of attendance but reasons for nomination and substantial contribution, if disclosed. |
(3) Accountability
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If there are material concerns about the provided auditor report or auditing procedures, or if |
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the matters to be disclosed are not fully disclosed, we vote against reelection of statutory auditor candidates. |
(4) Anti-social acts of the company
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If it is judged that there has been any corporate scandal that has significant social effects and has impaired, or is likely to impair, the shareholder value during the tenure, we shall conduct sufficient engagement with the subject company on the background and subsequent resolutions of the scandal. Based on the engagement and taking into account impact on the shareholder value, we decide how to vote on reelection of statutory auditor candidates. |
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With respect to domestic scandals, if the company has received administrative disposition on cartel or bid-rigging, we consider to vote against reelection of statutory auditor candidates, at the time when the disposition is determined by the Fair Trade Commission, etc. If the final disposition is subsequently determined on appeal or complaint, we do not vote against reelection again at such time. We decide case-by-case with respect to an order for compensation in a civil case or disposition by the Consumer Affairs Agency and administrative disposition imposed overseas. |
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With respect to administrative disposition imposed on a subsidiary or affiliate, if the subsidiary or affiliate is unlisted, we consider to vote against reelection of statutory auditor candidates of the holding company or the parent company. If the subsidiary or affiliate is listed, we consider to vote against reelection of statutory auditor candidates of the subsidiary or affiliate and the holding company; provided, however, that we decide case-by-case depending on importance of the disposition on the subsidiary or affiliate, its impact on business performance of the holding company or parent company. |
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With respect to a scandal of an individual employee, if such scandal has impaired, or is likely to impair the shareholder value, and it is judged that the subject company should assume responsibility as a manager, we consider to vote against reelection of statutory auditor candidates. |
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We consider voting against reelection of statutory auditor candidates, if the subject company has committed window-dressing and inadequate accounting activities during their tenure. |
5. |
Composition of Board of Statutory Auditors |
We decide how to vote on the proposals concerning the number of members and change in constituents of the board of statutory auditors, by comparing with the current structure and taking into account impact on the subject company and the economic interest of shareholders.
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We favorably consider an increase in the number of statutory auditors, but in the case of a decrease in the number of statutory auditors, unless reasons are clearly and reasonably stated, we consider to vote against reelection of the director candidates who are top executives. |
6. |
Election and Removal of Accounting Auditors |
We decide how to vote on the proposals concerning election and removal of accounting auditors, taking into account competence of candidates and the level of costs for the accounting audit, etc.
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If it is judged that there are following problems with the accounting audit services in the subject company, and the accounting auditor in question is not removed but reelected, we generally vote against reelection of the statutory auditor candidates and the director candidates who are members of the audit committee or the similar committee: |
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It is judged that the accounting auditor has expressed incorrect opinions on financial conditions; |
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In the case where there are concerns on the financial statements, the matters to be disclosed are not fully disclosed; |
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In the case where the accounting auditor has a contract of non-accounting audit services with the subject company, it is judged that such non-accounting audit services are recognized to have conflict of interest with accounting audit services; |
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In the case where excessive accounting audit costs are paid; |
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It is judged that gross fraudulence or negligence of the accounting auditor is recognized. |
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If it is judged that there are problems with accounting audit services in another company, and the accounting auditor in question becomes a candidate for election or is not removed but reelected, we decide how to vote, giving full consideration to impact on the enterprise value of the subject company. |
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We generally vote against the proposals concerning a change in accounting auditors, if difference in views about the accounting principles between the previous accounting auditor and the subject company is judged to be the reason for such change. |
7. |
Compensation and Bonuses for Directors, Statutory Auditors and Employees |
(1) Compensation and bonuses for Directors
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In determining compensation and bonuses for directors, it is desirable to increase the |
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proportion of stocks in compensation and bonuses, taking into account whether the performance-based compensation structure is developed, whether transparency is fully secured such as disclosure of an index or formula as a basis for calculation, and impact on shareholders such as dilution. The compensation committee at the company with a three-committee board structure, or the compensation committee that should be voluntarily deployed by the company with a different structure, should ensure the compensation structure with secured transparency. It is desirable that an independent outside director serves as the chair of the compensation committee. |
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We consider to vote against the proposals seeking approval for compensation and bonuses in the following cases: |
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where negative correlation is seen between the business performance of the subject company and compensation and bonuses; |
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where there exist problematic system and practices; |
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where the aggregate amount of compensation and bonuses is not disclosed; |
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where mismanagement is clear as shown by share price erosion or and significant deterioration in profit; |
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where the person who is judged to be responsible for acts against the interest of shareholders is among recipients of compensation and bonuses. |
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We generally vote for the proposals requesting disclosure of compensation and bonuses of individual directors. |
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If any measures are implemented to secure transparency of the system other than individual disclosure, such measures are taken into account. |
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If there is no proposal seeking approval for compensation and bonuses and the system is not clear, we consider to vote against election of the director candidates who are top executives, |
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We generally vote against bonuses for statutory auditors. |
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As directors who become members of the audit committee at the company with a three committee structure, directors who become members of the audit committee at the company with a board with audit committee structure and outside directors are required to perform duties as director, we consider their compensation and bonuses differently from statutory auditors at the company with a statutory auditor structure. |
(2) Stock compensation
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We decide how to vote on the proposals concerning stock compensation including stock |
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option plans and restricted stock units, taking into account impact on the shareholder value and rights of shareholders, the level of compensation, the recipients of stock compensation, and reasonableness, etc. |
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We generally vote against the proposals seeking to lower the strike price of stock options. |
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We generally vote for the proposals seeking to require approval of shareholders for change in the strike price of stock options. |
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We generally vote against the stock compensation, if terms of exercise including the percentage of dilution are unclear. |
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We generally vote against the stock compensation granted to statutory auditors. |
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As directors who become members of the audit committee at the company with a three committee structure, directors who become members of the audit committee at the company with a board with audit committee structure and outside directors are required to perform duties as director, we consider the stock compensation for them differently from statutory auditors at the company with a statutory auditor structure. |
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We generally vote against the stock compensation granted to any third parties other than employees. |
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We generally vote against the stock compensation if it is judged likely to be used as a tool for takeover defense. |
(3) Stock purchase plan
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We decide how to vote on the proposals concerning stock purchase plan, taking into account impact on the shareholder value and rights of shareholders, the recipients of stock compensation and reasonableness, etc. |
(4) Retirement benefits for directors
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We decide how to vote on the proposals concerning grant of retirement benefits, taking into account the scope of recipients, existence of anti-social acts of recipients, business performance of the company and anti-social acts of the company, etc. |
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We generally vote for the proposals granting retirement benefits, if all of the following criteria are met: |
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The granted amount is disclosed; |
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Outside directors and statutory auditors are not included in recipients; |
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There has been no serious scandal involving recipients during their tenure; |
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The subject company has not suffered from loss for the three consecutive year, or its business performance is not judged to significantly lag relative to peers in the |
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same industry; |
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There has been no corporate scandal that has significant social effects on the subject company and has impaired, or likely to impair, the shareholder value during the tenure of recipients; |
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The subject company has not committed window-dressing and inadequate accounting activities during the tenure of recipients. |
8. |
Cross-shareholdings |
If the company holds shares for relationship purpose, we believe that the company is required to explain about medium- to long-term business and financial strategies and disclose criteria for proxy voting decisions and voting results, etc. If no reasonable views are indicated and no constructive dialogue is conducted, we consider to vote against the director candidates who are top executives.
9. |
Capital Policy |
As the capital policy of listed companies is likely to have important impact on the shareholder value and the interest of shareholders of the subject company, the subject company should implement the reasonable capital policy and explain basic policies of the capital policy to shareholders. We consider voting against the proposals concerning the capital policy that is judged to impair the shareholder value. If there exists the capital policy that is not part of proposals at the shareholders meeting but is judged to impair the shareholder value, we consider voting against reelection of director candidates.
(1) Change in authorized capital
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We decide how to vote on the proposals seeking to increase authorized capital, taking into account impact of the change in authorized capital on the shareholder value and rights of shareholders, reasonableness of the change in authorized capital and impact on share listing or sustainability of the company, etc. |
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We generally vote for the proposals seeking to increase authorized capital, if it is judged that not increasing authorized capital is likely to cause delisting of the subject company or have significant impact on sustainability of the company. |
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We generally vote against the proposals seeking to increase authorized capital after emergence of acquirer. |
(2) Issuance of new shares
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We decide how to vote on issuance of new shares, taking into account reasons for issuance |
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of new shares, issuing terms, impact of dilution on the shareholder value and rights of shareholders, and impact on share listing or sustainability of the company, etc. |
(3) Share buybacks, reissuance of shares
|
We decide how to vote on the proposals concerning share buybacks or reissuance of shares, taking into account their reasonableness, etc. |
(4) Share split
|
We generally vote for the proposals seeking to split shares. |
(5) Consolidation of shares (reverse share split)
|
We decide how to vote on the proposals seeking consolidation of shares, taking into account its reasonableness, etc. |
(6) Preferred shares
|
We generally vote against the proposals seeking to create, or increase authorized capital of, carte blanche preferred shares that are issued without specifying the voting right, dividends, conversion and other rights. |
|
We generally vote for the proposals seeking to create, or increase authorized capital of, preferred shares where the voting right, dividends, conversion and other rights are specified and those rights are judged reasonable. |
|
We generally vote for the proposals requiring approval of shareholders for issuance of preferred shares. |
(7) Issuance of bonds with share options
|
We decide how to vote on the proposals seeking to issue bonds with share options, taking into account the number of new shares and the redemption period of bonds, etc. |
(8) Issuance of straight bonds, expansion of credit facility
|
We decide how to vote on the proposals concerning issuance of straight bonds or expansion of credit facility, taking into account the financial conditions, etc. of the subject company. |
(9) Capitalization of debt
|
We decide how to vote on the proposals seeking to change authorized capital or issue shares in connection with restructuring of debt, taking into account the terms of change in authorized capital or issuance of shares, impact on the shareholder value and rights of shareholders, their reasonableness and impact on share listing or sustainability of the |
- 13 -
company, etc. |
(10) Capital reduction
|
We decide how to vote on the proposals concerning reduction in capital, taking into account impact of capital reduction on the shareholder value and rights of shareholders, reasonableness of capital reduction and impact on share listing or sustainability of the company, etc. |
|
We generally vote for the proposals seeking to reduce capital as typical accounting procedures. |
(11) Financing plan
|
We decide how to vote on the proposals concerning financing plan, taking into account impact on the shareholder value and rights of shareholders, its reasonableness and impact on share listing or sustainability of the company, etc. |
(12) Capitalization of reserves
|
We decide how to vote on the proposals seeking capitalization of reserves, taking into account its reasonableness, etc. |
10. |
Amendment to the Articles of Incorporation, etc. |
(1) Change in accounting period
|
We generally vote for the proposals seeking to change the accounting period, unless it is judged to aim to delay the shareholders meeting. |
(2) Amendments of articles of incorporation
|
We decide how to vote on the proposals concerning article amendments, taking into account impact of article amendments on the shareholder value and rights of shareholders, necessity and reasonableness of article amendments, etc. |
|
We generally vote for the proposals seeking article amendments, if such amendments are required by the laws. |
|
We generally vote against the proposals seeking article amendments, if such amendments are judged to be likely to infringe on rights of shareholders or impair the shareholder value. |
|
We generally vote for transition to the company with a three committee board structure. |
- 14 -
|
We decide how to vote on the proposals seeking to ease or eliminate requirements for special resolutions, taking into account its reasonableness. |
|
We are concerned about the retired director assuming a consulting, advisory or other similar position which is likely to have negative impact on greater transparency and decision making of the board of directors. We generally vote against the proposals seeking to create such position. |
(3) Change in quorum for the shareholders meeting
|
We decide how to vote on the proposals concerning change in quorum for the shareholders meeting, taking into account impact on the shareholder value and rights of shareholders, etc. |
11. |
Change in company organization, etc |
(1) Change in trade name and registered address
|
We decide how to vote on the proposals seeking to change the trade name, taking into account impact on the shareholder value, etc. |
|
We generally vote for the proposals seeking to change the registered address. |
(2) Company reorganization
|
We decide how to vote on the proposals concerning the following company reorganization, taking into account their respective impact on the shareholder value and rights of shareholders, impact on financial conditions and business performance of the subject company, and impact on share listing or sustainability of the company, etc. |
Mergers and acquisitions
Transfer of business
Spin-off
Sale of assets
Sale of company
Liquidation
12. |
Proxy Fight |
(1) |
Proxy fight |
|
We decide how to vote on the proposals concerning election of directors among rival candidates, taking into account independence, competence, existence of anti-social acts, approach to corporate governance and accountability of director candidates, business performance of the company, existence of anti-social acts of the company, as well as the background of the proxy fight, etc. |
- 15 -
(2) Proxy fight defense measures
|
Classified board structure |
|
We generally vote against the proposals seeking to introduce the classified board structure. |
|
We generally vote for the proposals seeking to set a directors term of one year. |
|
Right to remove directors |
|
We generally vote against the proposals seeking to tighten requirements for shareholders to remove directors. |
|
Cumulative voting system |
|
We decide how to vote on the proposals seeking to introduce the cumulative voting system for election of directors, taking into account its background, etc. |
|
We decide how to vote on the proposals seeking to eliminate the cumulative voting system for election of directors, taking into account its background, etc. |
13. |
Takeover Defense |
We believe that the interests of the management and shareholders do not always align with each other, and generally vote against new establishment, amendment and update of takeover defense measures that are judged to decrease the shareholder value or interfere with rights of shareholders. We generally vote against reelection of director candidates, if there exist takeover defense measures that are not part of proposals at the shareholders meeting but are judged to decrease the shareholder value or interfere with rights of shareholders.
|
Relaxation of requirements for amendment to the articles of incorporation and company regulations |
|
We decide how to vote on the proposals seeking to relax the requirements for amendment to the articles of incorporation or company regulations, taking into account impact on the shareholder value and rights of shareholders, etc. |
|
Relaxation of requirements for approval of mergers |
|
We decide how to vote on the proposals seeking to relax the requirements for approval of mergers, taking into account impact on the shareholder value and rights of shareholders. |
14. |
ESG |
- 16 -
We support the United Nations Principles for Responsible Investment and acknowledge that how companies address to ESG is an important factor in making investment decisions. Thus, we consider voting against reelection of the director candidates who are top executives and directors in charge, if it is judged that any event that is likely to significantly impair the enterprise value has occurred. We consider to vote for the related proposal, if it is judged to contribute to protection from impairment of, or enhancement of, the enterprise value, and if not, vote against such proposal.
15. |
Disclosure |
Disclosure of information and constructive dialogue based thereon are important in making proxy voting decisions and investment decisions.
|
We generally vote against the proposals where sufficient information to make proxy voting decision is not disclosed. |
|
We generally vote for the proposals seeking to enhance disclosure of information, if such information is beneficial to shareholders. |
|
If disclosure of information about financial and non-financial information of the subject company is significantly poor, and if the level of investor relations activities by the management or persons in charge is significantly low, we consider to vote against reelection of the director candidates who are top executives and directors in charge. |
16. |
Conflict of Interest |
We abstain from voting proxies of the following companies that are likely to have conflict of interest.
We also abstain from voting proxies with respect to the following investment trusts, etc. that are managed by us or Invesco Group companies, as conflict of interest is likely to arise.
|
Companies and investment trusts, etc. that we abstain from voting proxies: |
|
Invesco Ltd. |
|
Investment corporations managed by Invesco Global Real Estate Asia Pacific, Inc. |
We have developed the Conflict of Interest Control Policy and, in the situation where any conflict of interest is likely to arise, we work to control conflict of interest to protect the interests of clients (investors) and beneficiaries. The Compliance Department is responsible for overseeing company-wide control of conflict of interest. The Compliance Department is independent from investment and marketing divisions, and shall not receive any command or order with respect to the matters concerning compliance with the laws and regulations including
- 17 -
the matters concerning conflict of interest from investment and marketing divisions.
17. |
Shareholder Proposals |
We vote case-by-case on the shareholder proposals in accordance with the Guidelines along with the company proposals in principle.
DISCLAIMER: The English version is a translation of the original in Japanese for information purposes only. In case of a discrepancy, the Japanese original will prevail. You can download the Japanese version from our website:
http://www.invesco.co.jp/footer/proxy.html .
- 18 -
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trusts equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.
A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to control that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.
All information listed below is as of February 14, 2019.
Invesco Charter Fund
Name and Address of Principal Holder |
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class S
Shares |
Class Y
Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||||
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 |
||||||||||||||||||||||
Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 211 Main St San Francisco, CA 94105-1905 |
| | | | | 8.84 | % | | ||||||||||||||||||||
Edward D Jones & Co For the Benefit of Customers 12555 Manchester Rd Saint Louis, MO 63131-3729 |
6.32 | % | 5.02 | % | | | | | 74.50 | % | ||||||||||||||||||
Fidelity Investments Institutional FBO Derrick Corporation Profit 100 Magellan Way (KW1C) Covington, KY 41015-1999 |
| | | | | | 9.96 | % | ||||||||||||||||||||
Mass Mutual Insurance Company 1295 State Street Springfield, MA 01111-0001 |
| | 6.22 | % | | | | | ||||||||||||||||||||
Merrill Lynch Pierce Fenner & Smith FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2 nd Floor Jacksonville, FL 32246-6484 |
5.28 | % | | 11.23 | % | | | | | |||||||||||||||||||
Morgan Stanley Smith Barney LLC FEBO Customers 1 New York Plz Fl 12 New York, NY 10004-1965 |
5.17 | % | | | | 8.94 | % | | |
F-1
Name and Address of Principal Holder |
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class S
Shares |
Class Y
Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||||
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 |
||||||||||||||||||||||
Mori & Co 922 Walnut St Mailstop TBTS 2 Kansas City, MO 64106-1802 |
| | | | | | 10.13 | % | ||||||||||||||||||||
National Financial Services LLC FEBO Customers Mutual Funds 499 Washington Blvd., FL 5 FL 4 Jersey City, NJ 07310-2010 |
7.33 | % | 6.97 | % | | | 27.26 | % | 73.23 | % | | |||||||||||||||||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 |
7.70 | % | | | | 6.05 | % | | | |||||||||||||||||||
Raymond James Omnibus for Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St Petersburg, FL 33716-1102 |
| | | | 7.31 | % | | | ||||||||||||||||||||
State Street Bank and Trust as Cust FBO ADP Access Product 1 Lincoln St, Tech Ctr Fl 6 Boston, MA 02111 |
| | 8.04 | % | | | | | ||||||||||||||||||||
UBS WM USA Omni Acct M/F Attn: Department Manager Spec Cdy A/C Excl Ben Cust UBSFSI 1000 Harbor Blvd Weehawken, NJ 07086-6761 |
| | | | 5.85 | % | | | ||||||||||||||||||||
Voya Ret Ins & Annuity Co One Orange Way, B3N Windsor, CT 06095-4773 |
| | 6.98 | % | | | | | ||||||||||||||||||||
Wells Fargo Clearing Services LLC Special Custody Acct FEBO Customer 2801 Market St Saint Louis, MO 63103-2523 |
6.80 | % | 6.30 | % | | | 5.99 | % | | |
F-2
Invesco Diversified Dividend Fund
Name and Address of Principal Holder |
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class Y
Shares |
Investor
Class Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||||
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 |
||||||||||||||||||||||
American Enterprise Investment Svc 707 2nd Ave S Minneapolis, MN 55402-2405 |
| 10.16 | % | | 11.38 | % | | | | |||||||||||||||||||
BNY Mellon Investment Servicing Inc. FBO Primerica Financial Services 760 Moore Rd. King of Prussa, PA 19406-1212 |
6.07 | % | | | | | | | ||||||||||||||||||||
Charles Schwab & Co., Inc. Special Custody Acct FBO Customers ATTN: Mutual Funds 211 Main St San Francisco, CA 94105-1905 |
| | | | 9.70 | % | | | ||||||||||||||||||||
DCGT Trustee & or Custodian FBO PLIC Various Retirement Plans Omnibus Attn: NPIO Trade Desk 711 High St. Des Moines, IA 50392-0001 |
| | 8.43 | % | | | | | ||||||||||||||||||||
Edward D Jones & Co For the Benefit of Customers 12555 Manchester Rd Saint Louis, MO 63131-3729 |
23.58 | % | 10.87 | % | | | | | 42.79 | % | ||||||||||||||||||
LPL Financial Omnibus Customer Account Attn: Mutual Fund Trading 4707 Executive Dr San Diego, CA 92121-3091 |
| 6.67 | % | | 11.13 | % | | | | |||||||||||||||||||
Mac & Co Mutual Fund Operations 525 William Penn Place PO Box 3198 Pittsburgh, PA 15230-3198 |
| | | | | | 10.84 | % | ||||||||||||||||||||
Merrill Lynch Pierce Fenner & Smith FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East, 2nd Floor Jacksonville, FL 32246-6484 |
6.28 | % | 6.36 | % | 13.23 | % | 5.95 | % | | 6.69 | % | |
F-3
Name and Address of Principal Holder |
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class Y
Shares |
Investor
Class Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||||
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 |
||||||||||||||||||||||
Morgan Stanley Smith Barney LLC FEBO Customers 1 New York Plaza, Floor 12 New York, NY 10004-1965 |
14.30 | % | 12.05 | % | | 9.87 | % | | | | ||||||||||||||||||
National Financial Services LLC FEBO Customers Mutual Funds 499 Washington Blvd., FL 5 FL 4 Jersey City, NJ 07310-2010 |
15.87 | % | 8.17 | % | | 13.12 | % | 17.69 | % | 64.88 | % | 17.19 | % | |||||||||||||||
Pershing LLC 1 Pershing Plz Jersey City, NJ 07399-0001 |
| 10.27 | % | | 10.89 | % | | | | |||||||||||||||||||
Raymond James Omnibus for Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St Petersburg, FL 33716-1102 |
| 5.21 | % | | 5.99 | % | | | | |||||||||||||||||||
State Street Bank and Trust as Cust FBO ADP Access Product 1 Lincoln St, Tech Ctr Fl 6 Boston, MA 02111 |
| | 15.48 | % | | | | | ||||||||||||||||||||
Talcott Resolution Life Ins Co PO Box 5051 Hartford, CT 06102-5051 |
| | 17.56 | % | | | | | ||||||||||||||||||||
Vantagetrust Unitized C/O ICMA Retirement Corporation 777 North Capitol Street NE Washington DC 20002-4239 |
| | | 5.03 | % | | | | ||||||||||||||||||||
Voya Ret Ins & Annuity Co One Orange Way B3N Windsor, CT 06095-4773 |
| | 10.50 | % | | | | | ||||||||||||||||||||
Wells Fargo Clearing Services LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis, MO 63103-2523 |
| 10.30 | % | | | | | |
F-4
Invesco Summit Fund
Name and Address of Principal Holder |
Class A
Shares |
Class C
Shares |
Class P
Shares |
Class S
Shares |
Class Y
Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||||
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 |
||||||||||||||||||||||
American Enterprise Investment Services 707 2 nd Ave S Minneapolis, MN 55402-2405 |
| 5.84 | % | | | 19.12 | % | | | |||||||||||||||||||
BNY Mellon Investment Servicing Inc FBO Primerica Financial Services 760 Moore Rd King of Prussa, PA 19406-1212 |
10.91 | % | | | | | | | ||||||||||||||||||||
Edward D Jones & Co For the Benefit of Customers 12555 Manchester Rd Saint Louis, MO 63131-3729 |
16.71 | % | 11.25 | % | | | | | 97.88 | % | ||||||||||||||||||
Invesco Advisers Inc Attn: Corporate Controller 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309-2499 |
| | | | | 24.88 | % | | ||||||||||||||||||||
LPL Financial Omnibus Customer Account Attn: Mutual Fund Trading 4707 Executive Dr. San Diego, CA 92121-3091 |
| 31.22 | % | | | 28.36 | % | | | |||||||||||||||||||
National Financial Services LLC FEBO Customers Mutual Funds 499 Washington Blvd., FL 5 FL 4 Jersey City, NJ 07310-2010 |
5.48 | % | | | | 5.24 | % | 75.12 | % | | ||||||||||||||||||
Natixis c/o Fund Solutions Dept 47 Quai DAusterlitz Paris FRANCE 75013 |
| | | | 8.96 | % | | | ||||||||||||||||||||
Pershing LLC 1 Pershing Plaza Jersey City NJ 07399-0001 |
| 6.63 | % | | | 11.96 | % | | | |||||||||||||||||||
Raymond James Omnibus for Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St Petersburg, FL 33716-1100 |
| | | | 6.27 | % | | |
Management Ownership
As of February 14, 2019, the trustees and officers as a group owned less than 1% of the outstanding shares of each class of each Fund, except the trustees and officers as a group owned 2.42% of the outstanding Class Y shares of Invesco Summit Fund.
F-5
MANAGEMENT FEES
For the last three fiscal years ended October 31, the management fees payable by each Fund, the amounts waived by the Adviser and the net fees paid by each Fund were as follows:
Fund Name |
2018 | 2017 | 2016 | |||||||||||||||||||||||||||||||||
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Paid |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Paid |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Paid |
||||||||||||||||||||||||||||
Invesco Charter Fund |
$ | 22,521,966 | ($ | 373,926 | ) | $ | 22,148,040 | $ | 24,127,945 | ($ | 490,073 | ) | $ | 23,637,872 | $ | 25,691,498 | ($ | 486,796 | ) | $ | 25,204,702 | |||||||||||||||
Invesco Diversified Dividend Fund |
86,910,039 | (2,497,172 | ) | 84,412,867 | 85,422,458 | (4,097,896 | ) | 81,324,562 | 58,866,761 | (2,846,947 | ) | 56,019,814 | ||||||||||||||||||||||||
Invesco Summit Fund |
14,520,939 | (4,167 | ) | 14,516,772 | 12,425,454 | (8,615 | ) | 12,416,839 | 11,274,613 | (31,488 | ) | 11,243,125 |
G-1
PORTFOLIO MANAGERS
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
Invescos portfolio managers develop investment models which are used in connection with the management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The Investments chart reflects the portfolio managers investments in the Funds that they manage. Accounts are grouped into three categories: (i) investments in the Funds shares beneficially owned by a portfolio manager, as determined in accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended (beneficial ownership includes ownership by a portfolio managers immediate family members sharing the same household); (ii) investments made either directly or through a deferred compensation or similar plan in Invesco pooled investment vehicles with the same or similar objectives and strategies as the Fund; and (iii) total investments made in any Invesco Fund or Invesco pooled investment vehicle. The Assets Managed chart reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other registered investment companies; (ii) other pooled investment vehicles; and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (performance-based fees), information on those accounts is specifically noted. In addition, any assets denominated in foreign currencies have been converted into U.S. dollars using the exchange rates as of the applicable date.
Investments
The following information is as of October 31, 2018 (unless otherwise noted):
Portfolio Manager |
Dollar Range of Investments in the Fund |
Dollar Range of
Investments in Invesco Pooled Investment Vehicles with the Same or Similar Objectives and Strategies as the Fund |
Dollar Range of
|
|||
Invesco Charter Fund | ||||||
Ronald Sloan |
Over $1,000,000 | N/A | Over $1,000,000 | |||
Invesco Diversified Dividend Fund | ||||||
Robert Botard |
$100,001 - $500,000 | None | Over $1,000,000 | |||
Kristina Bradshaw |
$100,001 - $500,000 | None | $500,001 - $1,000,000 | |||
Chris McMeans |
$100,001 - $500,000 | None | $500,001 - $1,000,000 | |||
Meggan Walsh |
Over $1,000,000 | $100,001 - $500,000 | Over $1,000,000 | |||
Invesco Summit Fund | ||||||
Ido Cohen |
$100,001 - $500,000 | N/A | Over $1,000,000 | |||
Erik Voss |
$100,001 - $500,000 | N/A | Over $1,000,000 |
H-1
Assets Managed
The following information is as of October 31, 2018 (unless otherwise noted):
Portfolio Manager |
Other Registered
Investment Companies Managed |
Other Pooled
Investment Vehicles Managed |
Other Accounts
Managed |
|||||||||||||||||
Number
of Accounts |
Assets
(in millions) |
Number
of Accounts |
Assets
(in millions) |
Number
of Accounts |
Assets
(in millions) |
|||||||||||||||
Invesco Charter Fund |
|
|||||||||||||||||||
Ronald Sloan |
3 | $ | 2,192.5 | None | None | 277 | 1 | $ | 93.5 | 1 | ||||||||||
Invesco Diversified Dividend Fund |
|
|||||||||||||||||||
Robert Botard |
2 | $ | 2,689.6 | 1 | $ | 71.0 | 1,473 | 1 | $ | 264.7 | 1 | |||||||||
Kristina Bradshaw |
2 | $ | 2,689.6 | 1 | $ | 71.0 | 1,473 | 1 | $ | 264.7 | 1 | |||||||||
Christopher McMeans |
2 | $ | 2,689.6 | 1 | $ | 71.0 | 1,473 | 1 | $ | 264.7 | 1 | |||||||||
Meggan Walsh |
2 | $ | 2,689.6 | 2 | $ | 198.2 | 1,473 | 1 | $ | 264.7 | 1 | |||||||||
Invesco Summit Fund |
|
|||||||||||||||||||
Ido Cohen |
2 | $ | 10,846.8 | 1 | $ | 1,774.3 | None | None | ||||||||||||
Erik Voss |
5 | $ | 11,990.5 | None | None | None | None |
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
|
The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and each Sub-Adviser seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds. |
|
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, each Sub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts. |
|
The Adviser and each Sub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser and each Sub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct |
1 |
These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models. |
H-2
trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved. |
|
Finally, the appearance of a conflict of interest may arise where the Adviser or Sub-Adviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities. None of the Invesco Fund accounts managed has a performance fee. |
The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Description of Compensation Structure
For the Adviser and each affiliated Sub-Adviser
The Adviser and each Sub-Adviser seek to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive cash bonus opportunity and a deferred compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio managers compensation consists of the following three elements:
Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, the Adviser and each Sub-Advisers intention is to be competitive in light of the particular portfolio managers experience and responsibilities.
Annual Bonus. The portfolio managers are eligible, along with other employees of the Adviser and each Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the firm-wide bonus pool based upon progress against strategic objectives and annual operating plan, including investment performance and financial results. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).
H-3
Each portfolio managers compensation is linked to the pre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.
Table 1
Sub-Adviser |
Performance time period 2 |
|
Invesco 3 Invesco Deutschland Invesco Hong Kong 3 Invesco Asset Management Invesco India Invesco Real Estate Securities Division 3 |
One-, Three- and Five-year performance against Fund peer group | |
Invesco Senior Secured 3, 4
Invesco Capital 3, 5 |
Not applicable | |
Invesco Canada 3 |
One-year performance against Fund peer group
Three- and Five-year performance against entire universe of Canadian funds |
|
Invesco Japan 6 | One-, Three- and Five-year performance |
High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.
With respect to Invesco Capital, there is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the performance of any of the accounts managed by the Portfolio Managers.
Deferred / Long Term Compensation. Portfolio managers may be granted a deferred compensation award based on a firm-wide bonus pool approved by the Compensation Committee of Invesco Ltd. Deferred compensation awards may take the form of annual deferral awards or long-term equity awards. Annual deferral awards may be granted as an annual stock deferral award or an annual fund deferral award. Annual stock deferral awards are settled in Invesco Ltd. common shares. Annual fund deferral awards are notionally invested in certain Invesco Funds selected by the Portfolio Manager and are settled in cash. Long-term equity awards are settled in Invesco Ltd. common shares. Both annual deferral awards and long-term equity awards have a four-year ratable vesting schedule. The vesting period aligns the interests of the Portfolio Managers with the long-term interests of clients and shareholders and encourages retention.
Retirement and health and welfare arrangements. Portfolio managers are eligible to participate in retirement and health and welfare plans and programs that are available generally to all employees.
2 |
Rolling time periods based on calendar year-end. |
3 |
Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period. |
4 |
Invesco Senior Secureds bonus is based on annual measures of equity return and standard tests of collateralization performance. |
5 |
Portfolio Managers for Invesco Capital base their bonus on Invesco results as well as overall performance of Invesco Capital. |
6 |
Portfolio Managers for Invesco Pacific Growth Funds compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark. |
H-4
ADMINISTRATIVE SERVICES FEES
The Funds paid the Adviser the following amounts for administrative services for the last three fiscal years ended October 31:
Fund Name | 2018 | 2017 | 2016 | |||||||||
Invesco Charter Fund |
$ | 590,079 | $ | 601,722 | $ | 609,349 | ||||||
Invesco Diversified Dividend Fund |
1,165,921 | 1,156,978 | 929,358 | |||||||||
Invesco Summit Fund |
478,807 | 436,920 | 410,092 |
I-1
BROKERAGE COMMISSIONS
AND COMMISSIONS ON AFFILIATED TRANSACTIONS
Set forth below are brokerage commissions 1 paid by each of the Funds listed below during the last three fiscal years or periods ended October 31. Unless otherwise indicated, the amount of brokerage commissions paid by a Fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.
Total $ Amount of Brokerage Commissions Paid |
Total $ Amount of Brokerage Commissions Paid to Affiliated Brokers |
% of Total
Brokerage
|
% of Total Transaction
Dollars
|
|||||||||||||||||||||||||||||
Fund |
2018 | 2017 | 2016 | 2018 | 2017 | 2016 | 2018 | 2018 | ||||||||||||||||||||||||
Invesco Charter Fund |
$ | 2,344,128 | $ | 2,015,871 | $ | 2,419,526 | $ | 2,599 | $ | 2,783 | $ | 3,871 | 0.11 | % | 0.31 | % | ||||||||||||||||
Invesco Diversified Dividend Fund |
2,012,484 | 3,400,582 | 2,849,849 | 4,159 | 0 | 1,154 | 0.21 | % | 0.11 | % | ||||||||||||||||||||||
Invesco Summit Fund |
628,148 | 609,723 | 1,063,596 | 21,596 | 15,605 | 7,618 | 3.44 | % | 7.87 | % |
1 |
Disclosure regarding brokerage commissions is limited to commissions paid on agency trades and designated as such on the trade confirm. |
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DIRECTED BROKERAGE (RESEARCH SERVICES)
During the last fiscal year ended October 31, 2018, each Fund allocated the following amount of transactions to broker-dealers that provided the Adviser with certain research, statistics and other information.
Fund |
Transactions 1 |
Related Brokerage
Commissions 1 |
||||||
Invesco Charter Fund |
$ | 3,077,884,573 | $ | 2,322,992 | ||||
Invesco Diversified Dividend Fund |
2,563,162,644 | 2,253,917 | ||||||
Invesco Summit Fund |
896,540,192 | 530,051 |
1 |
Amounts reported are inclusive of commissions paid to, and brokerage transactions placed with, certain brokers that provide execution, research and other services. |
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
During the last fiscal year ended October 31, 2018, the Funds did not purchase securities issued by regular brokers or dealers.
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APPENDIX L
PURCHASE, REDEMPTION AND PRICING OF SHARES
All references in the following Purchase, Redemption and Pricing of Shares section of this SAI to Class A, C and R shares shall include Class A2 and AX (except Invesco Government Money Market Fund), Class CX, and Class RX shares, respectively, unless otherwise noted. All references in the following Purchase, Redemption and Pricing of Shares section of this SAI to Invesco Cash Reserve Shares of Invesco Government Money Market Fund shall include Class AX shares of Invesco Government Money Market Fund, unless otherwise noted.
Transactions through Financial Intermediaries
If you are investing indirectly in an Invesco Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), an insurance company separate account, an investment adviser, an administrator or trustee of a Retirement and Benefit Plan or a qualified tuition plan or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the Invesco Fund for trading on behalf of its customers, different guidelines, conditions and restrictions may apply than if you held your shares of the Invesco Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares, different eligibility standards to invest in Funds with limited offering status and different eligibility standards to exchange shares by telephone; (ii) different minimum and maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a Systematic Redemption Plan without being subject to a contingent deferred sales charge (CDSC). The financial intermediary through whom you are investing may also choose to adopt different exchange and/or transfer limit guidelines and restrictions, including different trading restrictions designed to discourage excessive or short-term trading.
If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a Retirement and Benefit Plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you.
Unless otherwise provided, the following are certain defined terms used throughout this prospectus:
|
Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
|
Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
|
Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
|
Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
Purchase and Redemption of Shares
Purchases of Class A shares, Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund, Class AX shares of Invesco Government Money Market Fund and Invesco Balanced-Risk Retirement Funds and Invesco Cash Reserve Shares of Invesco Government Money Market Fund
Initial Sales Charges. Each Invesco Fund (other than Invesco Conservative Income Fund and Invesco Tax-Exempt Cash Fund) is grouped into one of four categories to determine the applicable initial sales charge for its Class A shares. The sales charge is used to compensate Invesco Distributors, Inc. (Invesco Distributors) and participating dealers for their expenses incurred in connection with the distribution of the Invesco Funds shares. You may also be charged a transaction or other fee by the financial intermediary managing your account.
Class A shares of Invesco Conservative Income Fund and Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of Invesco Government Money Market Fund are sold without an initial sales charge.
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Category I Funds
Invesco All Cap Market Neutral Fund
Invesco Alternative Strategies Fund
Invesco American Franchise Fund
Invesco American Value Fund
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Charter Fund
Invesco Comstock Fund
Invesco Conservative Allocation Fund
Invesco Convertible Securities Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dividend Income Fund
Invesco Emerging Markets Select Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco Global Growth Fund
Invesco Global Infrastructure Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Global Market Neutral Fund
Invesco Global Opportunities Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Responsibility Equity Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Global Targeted Returns Fund
Invesco Gold & Precious Metals Fund
Invesco Greater China Fund
Invesco Growth Allocation Fund
Invesco Growth and Income Fund
Invesco Health Care Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Select Equity Fund
Invesco International Small Company Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Low Volatility Equity Yield Fund
Invesco Macro Allocation Strategy Fund
Invesco Mid Cap Core Equity Fund
Invesco Mid Cap Growth Fund
Invesco MLP Fund
Invesco Moderate Allocation Fund
Invesco Multi-Asset Income Fund
Invesco Multi-Asset Inflation Fund
Invesco Pacific Growth Fund
Invesco Peak Retirement 2015 Fund
Invesco Peak Retirement 2020 Fund
Invesco Peak Retirement 2025 Fund
Invesco Peak Retirement 2030 Fund
Invesco Peak Retirement 2035 Fund
Invesco Peak Retirement 2040 Fund
Invesco Peak Retirement 2045 Fund
Invesco Peak Retirement 2050 Fund
Invesco Peak Retirement 2055 Fund
Invesco Peak Retirement 2060 Fund
Invesco Peak Retirement 2065 Fund
Invesco Peak Retirement Now Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Select Companies Fund
Invesco Select Opportunities Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage
of the Public
|
As a
Invested |
As a Percentage
Invested |
||||||||||
Less than $50,000 |
5.50 | % | 5.82 | % | 5.00 | % | ||||||
$50,000 but less than $100,000 |
4.50 | % | 4.71 | % | 4.00 | % | ||||||
$100,000 but less than $250,000 |
3.50 | % | 3.63 | % | 3.00 | % | ||||||
$250,000 but less than $500,000 |
2.75 | % | 2.83 | % | 2.25 | % | ||||||
$500,000 but less than $1,000,000 |
2.00 | % | 2.04 | % | 1.75 | % |
L-2
Category II Funds
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Corporate Bond Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco High Yield Fund
Invesco High Yield Municipal Fund
Invesco Income Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Quality Income Fund
Invesco World Bond Fund
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage
Offering Price |
As a Percentage of the Net Amount Invested |
As a Percentage of the Net Amount Invested |
||||||||||
Less than $100,000 |
4.25 | % | 4.44 | % | 4.00 | % | ||||||
$100,000 but less than $250,000 |
3.50 | % | 3.63 | % | 3.25 | % | ||||||
$250,000 but less than $500,000 |
2.50 | % | 2.56 | % | 2.25 | % | ||||||
$500,000 but less than $1,000,000 |
2.00 | % | 2.04 | % | 1.75 | % |
Category III Funds
Invesco Short Duration Inflation Protected Fund (Class A2 shares)
Invesco Limited Term Municipal Income Fund (Class A2 shares)
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage of the Public Offering Price |
As a Percentage of the Net Amount Invested |
As a Percentage of the Net Amount Invested |
||||||||||
Less than $100,000 |
1.00 | % | 1.01 | % | 0.75 | % | ||||||
$100,000 but less than $250,000 |
0.75 | % | 0.76 | % | 0.50 | % | ||||||
$250,000 but less than $1,000,000 |
0.50 | % | 0.50 | % | 0.40 | % |
As of the close of business on October 30, 2002, Class A2 shares of Invesco Short Duration Inflation Protected Fund and Invesco Limited Term Municipal Income Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases.
Category IV Funds
Invesco Floating Rate Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Short Duration Inflation Protected Fund (Class A shares)
Invesco Short Duration High Yield Municipal Fund
Invesco Short Term Bond Fund
Invesco Strategic Real Return Fund
Invesco Limited Term Municipal Income Fund (Class A shares)
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage of the Public Offering Price |
As a Percentage of the Net Amount Invested |
As a Percentage of the Net Amount Invested |
||||||||||
Less than $100,000 |
2.50 | % | 2.56 | % | 2.00 | % | ||||||
$100,000 but less than $250,000 |
1.75 | % | 1.78 | % | 1.50 | % | ||||||
$250,000 but less than $500,000 |
1.25 | % | 1.27 | % | 1.00 | % |
L-3
Large Purchases of Class A Shares. Investors who purchase $1,000,000 or more of Class A shares of Category I or II Funds do not pay an initial sales charge. Investors who purchase $500,000 or more of Class A shares of Category IV Funds do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I or II Funds and make additional purchases that result in account balances of $1,000,000 or more and investors who own Class A shares of Category IV Funds and make additional purchases that result in account balances of $500,000 or more do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of Class A shares of $1,000,000 or more (for Category I and II) or $500,000 or more (for Category IV), are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II, or IV Fund, each share will generally be subject to a 1.00% CDSC if the investor redeems those shares within 18 months after purchase.
Invesco Distributors may pay a dealer concession and/or advance a service fee on Large Purchases of Class A shares, as set forth below. Exchanges between the Invesco Funds may affect total compensation paid.
Payments for Purchases of Class A Shares by Investors Other than Employer Sponsored Retirement and Benefit Plans. Invesco Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I, II or IV Funds by investors other than Employer Sponsored Retirement and Benefit Plans:
Percent of Purchases Categories I, II and IV
1% of the first $4 million plus 0.50% of the next $46 million plus 0.25% of amounts in excess of $50 million |
If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, with respect to Categories I or II Funds, or $500,000 with respect to Category IV Funds, the purchase will be considered a jumbo accumulation purchase. With regard to any individual jumbo accumulation purchase, Invesco Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same customer over the life of his or her account(s).
If an investor made a Large Purchase of Class A shares of Invesco Short Duration Inflation Protected Fund or Invesco Limited Term Municipal Income Fund on or after October 31, 2002, and prior to February 1, 2010, and exchanges those shares for Class A shares of a Category I, II, or IV Fund, Invesco Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I, II, or IV Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange.
Payments for Purchases of Class A Shares at NAV by Employer Sponsored Retirement and Benefit Plans. Invesco Distributors may make the following payments to dealers of record for purchases of Class A shares at net asset value (NAV) of Category I, II, or IV Funds by Employer Sponsored Retirement and Benefit Plans provided that the applicable dealer of record is able to establish that the plans purchase of such Class A shares is a new investment (as defined below):
Percent of Purchases
0.50% of the first $20 million plus 0.25% of amounts in excess of $20 million |
A new investment means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of Invesco Fund shares, (ii) an exchange of Invesco Fund shares, (iii) the repayment of one or more Employer Sponsored Retirement and Benefit Plan loans that were funded through the redemption of Invesco Fund shares, or (iv) money returned from another fund family. If Invesco Distributors pays a dealer concession in connection with an Employer Sponsored Retirement and Benefit Plans or SIMPLE IRA Plans purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the Employer Sponsored Retirement and Benefit Plan or SIMPLE IRA Plan first invests in Class A shares of an Invesco Fund. If the applicable dealer of record is unable to establish that an Employer Sponsored Retirement and Benefit Plans or SIMPLE IRA Plans purchase of Class A shares at NAV is a new investment, Invesco Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC.
With regard to any individual jumbo accumulation purchase, Invesco Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same plan over the life of the plans account(s).
L-4
Fund Reorganizations. Class A Shares issued in connection with a Funds merger, consolidation, or acquisition of the assets of another Fund will not be charged an initial sales charge.
Purchasers Qualifying For Reductions in Initial Sales Charges. As shown in the tables above, the applicable initial sales charge for the new purchase may be reduced and will be based on the total of your current purchase and the value of other shares owned based on their current public offering price. These reductions are available to purchasers that meet the qualifications listed in the prospectus under Qualifying for Reduced Sales Charges and Sales Charge Exceptions.
How to Qualify For Reductions in Initial Sales Charges under Rights of Accumulation (ROAs) or Letters of Intent (LOIs). The following sections discuss different ways that a purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the Invesco Funds.
Letters of Intent
A purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a LOI; and (ii) subsequently fulfilling the conditions of that LOI.
Purchases of Class A shares of Invesco Conservative Income Fund and Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Government Money Market Fund or Class IB, IC, Y, Investor Class and Class RX shares of any Invesco Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges since they cannot be tied to a LOI.
The LOI confirms the total investment in shares of the Invesco Funds that the purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below:
Calculating the Initial Sales Charge
|
Each purchase of Fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on Initial Sales Charges above). |
|
It is the purchasers responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge. |
|
The offering price may be further reduced as described below under Rights of Accumulation if Invesco Investment Services, Inc., the Invesco Funds transfer agent (Transfer Agent) is advised of all other accounts at the time of the investment. |
|
Reinvestment of dividends and capital gains distributions acquired during the 13-month LOI period will not be applied to the LOI. |
Calculating the Number of Shares to be Purchased
|
Purchases made and shares acquired through reinvestment of dividends and capital gains distributions prior to the LOI effective date will be applied toward the completion of the LOI based on the value of the shares calculated at the public offering price on the effective date of the LOI. |
|
If a purchaser wishes to revise the LOI investment amount upward, he, she or it may submit a written and signed request at any time prior to the completion of the original LOI. This revision will not change the original expiration date. |
|
The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI. |
Fulfilling the Intended Investment
|
By signing a LOI, a purchaser is not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, the purchaser generally will have to pay the increased amount of sales charge. |
L-5
|
To assure compliance with the provisions of the 1940 Act, the Transfer Agent will reserve, in escrow or similar arrangement, in the form of shares, an appropriate dollar amount computed to the nearest full share out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to the purchaser. All shares purchased, including those reserved, will be registered in the purchasers name. If the total investment specified under this LOI is completed within the 13-month period, the reserved shares will be promptly released, and additional purchases will be subject to the appropriate breakpoint sales charge based on the accounts current ROA value. |
|
If the intended investment is not completed, the purchaser generally will pay the Transfer Agent the difference between the sales charge on the specified amount and the sales charge on the total amount actually purchased. If the purchaser does not pay such difference within 20 days of the expiration date, the Transfer Agent will surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date. |
|
Accounts linked under the LOI revert back to ROA once a LOI is met, regardless of expiration date. |
Canceling the LOI
|
If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to Invesco Distributors or its designee. |
|
If at any time before completing the LOI Program the purchaser requests the Transfer Agent to liquidate or transfer beneficial ownership of his or her total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the Transfer Agent will redeem an appropriate number of reserved shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time. |
Other Persons Eligible for the LOI Privilege
The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.
LOIs and Contingent Deferred Sales Charges
All LOIs to purchase $1,000,000 or more of Class A shares of Category I, or II Funds or $500,000 or more of Class A shares of Category IV Funds are subject to an 18-month, 1% CDSC.
Rights of Accumulation
A purchaser may also qualify for reduced initial sales charges under Invescos ROA policy. To determine whether or not a reduced initial sales charge applies to a proposed purchase, Invesco Distributors takes into account not only the money that is invested upon such proposed purchase, but also the value of all shares of the Invesco Funds owned by such purchaser, calculated at their then current public offering price.
If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any Invesco Fund with a value of $30,000 and wishes to invest an additional $30,000 in a Fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 4.50% will apply to the full $30,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint.
To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made.
ROAs are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.
If an investors new purchase of Class A shares of a Category I, II, or IV Fund is at net asset value, the newly purchased shares may be subject to a 1% CDSC if the investor redeems them prior to the end of the 18 month holding period.
Other Requirements For Reductions in Initial Sales Charges. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for
L-6
the reduced charge. Invesco Distributors reserves the right to determine whether any purchaser is entitled to a reduced sales charge based upon the qualifications set forth in the prospectus under Qualifying for Reduced Sales Charges and Sales Charge Exceptions.
Purchases of Class A shares of Invesco Conservative Income Fund and Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Investor Class shares of any Invesco Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.
Class A Shares Sold Without an Initial Sales Charge. Invesco Distributors permits certain other investors to invest in Class A shares without paying an initial sales charge, generally as a result of the investors current or former relationship with the Invesco Funds. It is possible that a financial intermediary may not, in accordance with its policies and procedures, be able to offer one or more of these waiver categories. If this situation occurs, it is possible that the investor would need to invest directly through an account without a designated intermediary in order to take advantage of the waiver. The Funds may terminate or amend the terms of these sales charge waivers at any time.
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Any current, former or retired trustee, director, officer or employee (or any immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. This includes any foundation, trust or employee benefit plan maintained by any such persons; |
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Any current or retired officer, director, or employee (and members of his or her immediate family) of DST Systems, Inc.; |
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Shareholders who received Class A shares of an Invesco Fund on June 1, 2010 in connection with the reorganization of a predecessor fund in which such shareholder owned Class H, Class L, Class P, and/or Class W shares, who purchase additional Class A shares of the Invesco Fund; |
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Shareholders of record holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares and who purchase additional shares of Invesco Constellation Fund or Invesco Charter Fund, respectively; |
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Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of Invesco Constellation Fund in an account established without a designated intermediary; provided, however, prior to the termination date of the trusts, a unitholder may invest proceeds from the redemption or repurchase of his units only when the investment in shares of Invesco Constellation Fund is effected within 30 days of the redemption or repurchase; |
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Shareholders of the former GT Global funds as of April 30, 1987 who since that date continually have owned shares of one or more of these funds who purchase additional Class A shares; |
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Certain former AMA Investment Advisers shareholders who became shareholders of the AIM Global Health Care Fund in October 1989, and who have continuously held shares in the GT Global funds since that time, who purchase additional Class A shares; |
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Shareholders of record of Advisor Class shares of an Invesco Fund on February 11, 2000 who have continuously owned shares of that Invesco Fund, who purchase additional shares of that Invesco Fund; |
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Shareholders of record of Class K shares on October 21, 2005 whose Class K shares were converted to Class A shares and who since that date have continuously held Class A shares, who purchase additional Class A shares; |
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Shareholders of record of Class B shares of Invesco Global Dividend Growth Securities Fund who received Class A shares of the Invesco Global Core Equity Fund in connection with a reorganization on May 20, 2011 and who since that date have continuously owned Class A shares, who purchase additional Class A shares of Invesco Global Core Equity Fund; |
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Shareholders of record of Class B shares of Invesco Van Kampen Global Equity Allocation Fund who received Class A shares of the Invesco Global Core Equity Fund in connection with a reorganization on May 20, 2011 and who since that date have continuously owned Class A shares, who purchase additional Class A shares of Invesco Global Core Equity Fund; and |
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Unitholders of Invesco unit investment trusts who enrolled prior to December 3, 2007 to reinvest distributions from such trusts in Class A shares of the Invesco Funds, who receive Class A shares of an Invesco Fund pursuant to such reinvestment program in an account established without a designated intermediary. The Invesco Funds reserve the right to modify or terminate this program at any time. |
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Payments to Dealers. Invesco Distributors may elect to re-allow the entire initial sales charge to dealers for all sales with respect to which orders are placed with Invesco Distributors or its designee during a particular period. Dealers to whom substantially the entire sales charge is re-allowed may be deemed to be underwriters as that term is defined under the 1933 Act.
The financial intermediary through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In this context, financial intermediaries include any broker, dealer, bank (including bank trust departments), insurance company separate account, transfer agent, registered investment adviser, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with Invesco Distributors or one or more of its corporate affiliates (collectively, the Invesco Distributors Affiliates). In addition to those payments, Invesco Distributors Affiliates may make additional cash payments to financial intermediaries in connection with the promotion and sale of shares of the Invesco Funds. Invesco Distributors Affiliates make these payments from their own resources, from Invesco Distributors retention of underwriting concessions and from payments to Invesco Distributors under Rule 12b-1 plans. In the case of sub-accounting payments, discussed below, Invesco Distributors Affiliates will be reimbursed directly by the Invesco Funds for such payments. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial intermediary, or one or more of its affiliates, may receive payments under more than one or all categories. Most financial intermediaries that sell shares of the Invesco Funds receive one or more types of these cash payments. Financial intermediaries negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial intermediary to another. Invesco Distributors Affiliates do not make an independent assessment of the cost of providing such services.
Certain financial intermediaries listed below received one or more types of the following payments during the prior calendar year. This list is not necessarily current and will change over time. Certain arrangements are still being negotiated, and there is a possibility that payments will be made retroactively to financial intermediaries not listed below. Accordingly, please contact your financial intermediary to determine whether they currently may be receiving such payments and to obtain further information regarding any such payments.
Financial Support Payments. Invesco Distributors Affiliates make financial support payments as incentives to certain financial intermediaries to promote and sell shares of Invesco Funds. The benefits Invesco Distributors Affiliates receive when they make these payments include, among other things, placing Invesco Funds on the financial intermediarys funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial intermediarys sales force or to the financial intermediarys management. Financial support payments are sometimes referred to as shelf space payments because the payments compensate the financial intermediary for including Invesco Funds in its Fund sales system (on its sales shelf). Invesco Distributors Affiliates compensate financial intermediaries differently depending typically on the level and/or type of considerations provided by the financial intermediary. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to Retirement and Benefit Plans, qualified tuition programs, or fee based adviser programs some of which may generate certain other payments described below).
The financial support payments Invesco Distributors Affiliates make may be calculated on sales of shares of Invesco Funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all such shares sold by the financial intermediary during the particular period. Such payments also may be calculated on the average daily net assets of the applicable Invesco Funds attributable to that particular financial intermediary (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of Invesco Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of Invesco Funds in investor accounts. Invesco Distributors Affiliates may pay a financial intermediary either or both Sales-Based Payments and Asset-Based Payments.
Sub-Accounting and Networking Support Payments. The Transfer Agent, an Invesco Distributors Affiliate, acts as the transfer agent for the Invesco Funds, registering the transfer, issuance and redemption of Invesco Fund shares, and disbursing dividends and other distributions to Invesco Funds shareholders. However, many Invesco Fund shares are owned or held by financial intermediaries, as that term is defined above, for the benefit of their customers. In those cases, the Invesco Funds often do not maintain an account for the shareholder. Thus, some or all of the transfer agency functions for these accounts are performed by the financial intermediary. In these situations, Invesco Distributors Affiliates may make payments to financial intermediaries that sell Invesco Fund shares for certain transfer agency services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25% (for non-
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Class R5 shares) or 0.10% (for Class R5 shares) of average annual assets of such share classes or $19 per annum per shareholder account (for non-Class R5 shares only). No Sub-Accounting or Networking Support payments will be made with respect to Invesco Funds Class R6 shares. Invesco Distributors Affiliates also may make payments to certain financial intermediaries that sell Invesco Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Invesco Distributors Affiliates may make under this category include, among others, payment of networking fees of up to $10 per shareholder account maintained on certain mutual fund trading systems.
All fees payable by Invesco Distributors Affiliates pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement are charged back to the Invesco Funds, subject to certain limitations approved by the Board of the Trust.
Other Cash Payments. From time to time, Invesco Distributors Affiliates, at their expense and out of their own resources, may provide additional compensation to financial intermediaries which sell or arrange for the sale of shares of a Fund. Such compensation provided by Invesco Distributors Affiliates may include payment of ticket charges per purchase or exchange order placed by a financial intermediary, one-time payments for ancillary services such as setting up funds on a financial intermediarys mutual fund trading systems, financial assistance to financial intermediaries that enable Invesco Distributors Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA) (formerly, NASD, Inc.). Invesco Distributors Affiliates make payments for entertainment events they deem appropriate, subject to Invesco Distributors Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.
Invesco Distributors Affiliates are motivated to make the payments described above because they promote the sale of Invesco Fund shares and the retention of those investments by clients of financial intermediaries. To the extent financial intermediaries sell more shares of Invesco Funds or retain shares of Invesco Funds in their clients accounts, Invesco Distributors Affiliates benefit from the incremental management and other fees paid to Invesco Distributors Affiliates by the Invesco Funds with respect to those assets.
In certain cases these payments could be significant to the financial intermediary. Your financial intermediary may charge you additional fees or commissions other than those disclosed in the prospectus. You can ask your financial intermediary about any payments it receives from Invesco Distributors Affiliates or the Invesco Funds, as well as about fees and/or commissions it charges. You should consult disclosures made by your financial intermediary at the time of purchase.
Certain Financial Intermediaries that Receive One or More Types of Payments
1st Global Capital Corporation
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
Brighthouse Life Insurance Co
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
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Conduent HR Services LLC
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
Farmers Financial Solutions
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
Global Atlantic
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.
HSBC
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.
MMC Securities
Money Concepts
Morgan Keegan & Company, Inc.
Morgan Stanley
Morningstar Inc
MSCS Financial Services, LLC
Municipal Capital Markets Group, Inc.
Mutual Service Corporation
Mutual Services, Inc.
N F P Securities, Inc.
NatCity Investments, Inc.
National Financial Services
National Planning
National Retirement Partners Inc.
Nationwide
New York Life
Newport Retirement Plan Services, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
Northeast Securities, Inc.
Northern Trust
Northwestern Mutual Investment Services
NRP Financial
Ohio National
OnBrands24 Inc
OneAmerica Financial Partners Inc.
Oppenheimer
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.
Prime Trust LLC
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
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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
Purchases of Class C Shares
Class C shares are sold at net asset value, and are not subject to an initial sales charge. Investors in Class C shares may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into Invesco Short Term Bond Fund). See the prospectus for additional information regarding this CDSC. Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds (except for Class C shares of Invesco Short Term Bond Fund) at the time of such sales. Payments with respect to Invesco Funds other than Invesco Floating Rate Fund will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. Payments with respect to Invesco Floating Rate Fund will equal 0.75% of the purchase price and will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of the Invesco Funds on or after May 1, 1995, and in circumstances where Invesco Distributors grants an exemption on particular transactions.
Payments with Regard to Converted Class K Shares
For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005, Invesco Distributors will pay financial intermediaries 0.45% on such Class A shares as follows: (i) 0.25% from the Class A shares Rule 12b-1 plan fees; and (ii) 0.20% from Invesco Distributors own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20% exceeds $2,000 per year.
Purchase and Redemption of Class P Shares
Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see Invesco Summit Funds prospectus for details.
Purchases of Class R Shares
Class R shares are sold at net asset value, and are not subject to an initial sales charge. For purchases of Class R shares of Category I, II or IV Funds, Invesco Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from an Employer Sponsored Retirement and Benefit Plan in which an Invesco Fund was offered as an investment option.
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Percent of Cumulative Purchases
0.75% of the first $5 million plus 0.50% of amounts in excess of $5 million |
With regard to any individual purchase of Class R shares, Invesco Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plans account(s).
Purchases of Class S Shares
Class S shares are limited to investors who purchase shares with the proceeds received from a systematic contractual investment plan redemption within the 12-months prior to purchasing Class S shares, and who purchase through an approved financial intermediary that has an agreement with the distributor to sell Class S shares. Class S shares are not otherwise sold to members of the general public. An investor purchasing Class S shares will not pay an initial sales charge. The investor will no longer be eligible to purchase additional Class S shares at that point where the value of the contributions to the prior systematic contractual investment plan combined with the subsequent Class S share contributions equals the face amount of what would have been the investors systematic contractual investment plan under the 30-year investment option. The face amount of a systematic contractual investment plan is the combined total of all scheduled monthly investments under that plan. For a plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30-year extended investment option. Class S shares have a 12b-1 fee of 0.15%.
Purchases of Class Y Shares
Class Y shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the prospectus for more information.
Purchases of Investor Class Shares
Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Invesco Distributors may pay dealers and institutions an annual service fee of 0.25% of average daily net assets and such payments will commence immediately. The Investor Class is closed to new investors.
Purchases of Class R5 and R6 Shares
Class R5 and R6 shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the Class R5 and R6 prospectus for more information.
Exchanges
Terms and Conditions of Exchanges. Normally, shares of an Invesco Fund to be acquired by exchange are purchased at their net asset value or applicable offering price, as the case may be, determined on the date that such request is received. If a shareholder is exchanging into a Fund paying daily dividends, and the release of the exchange proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue dividends until the sixth business day after the exchange.
Redemptions
General. Shares of the Invesco Funds may be redeemed directly through the Transfer Agent or through any dealer who has entered into an agreement with Invesco Distributors. A redemption is effected at the net asset value per share of the applicable Fund next determined after the redemption request is 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. Payments from a redemption generally constitute taxable events. Because such payments are funded by the redemption shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income.
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.
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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 electronically by either Federal Reserve wire or ACH at the investors request. Any changes to bank 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. An intermediary may aggregate its master accounts and sub-accounts to satisfy the minimum investment requirement.
With regard to Money Market Funds that do not qualify as Government Money Market Funds, if a Funds weekly liquid assets fall below 30% of its total assets, the Board, in its discretion, may impose liquidity fees of up to 2% of the value of the shares redeemed and/or gates on redemptions. In addition, if a Funds weekly liquid assets fall below 10% of its total assets at the end of any business day, the Fund must impose a 1% liquidity fee on shareholder redemptions unless the Board determines that not doing so is in the best interests of the Fund. 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 Money Market Fund, at the end of a business day, has less than 10% of its total assets invested in weekly liquid assets. The Board of the Retail and Government Money Market Funds may suspend redemptions and liquidate if the Board determines that the deviation between its amortized cost price per share and its market-based NAV per share may result in material dilution or other unfair results to investors or existing shareholders.
Systematic Redemption Plan. A Systematic Redemption Plan permits a shareholder of an Invesco Fund to withdraw on a regular basis at least $50 per withdrawal. At the time the withdrawal plan is established, the total account value must be $5,000 or more. Under a Systematic Redemption Plan, all shares are to be held by the Transfer Agent. To provide funds for payments made under the Systematic Redemption Plan, the Transfer Agent redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.
Payments under a Systematic Redemption Plan generally constitute taxable events. Because such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Also because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect.
Each Invesco Fund bears its share of the cost of operating the Systematic Redemption Plan.
Contingent Deferred Sales Charges Imposed upon Redemption of Shares
A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I, II, and IV Funds, upon the redemption of Class C shares (no CDSC applies to Class C shares of Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into or Invesco Short Term Bond Fund). (In addition, no CDSC applies to Class A2 shares.) See the prospectus for additional information regarding CDSCs.
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Contingent Deferred Sales Charge Exceptions for Large Purchases of Class A Shares. An investor who has made a Large Purchase of Class A shares of a Category I, II, or IV Fund, will not be subject to a CDSC upon the redemption of those shares in the following situations:
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Redemptions of shares held by an Employer Sponsored Retirement and Benefit Plan or SIMPLE IRA Plan in cases where (i) the plan has remained invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class A shares held by the plan; |
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Redemptions of shares by the investor where the investors financial intermediary has elected to waive the amounts otherwise payable to it by Invesco Distributors and notifies Invesco Distributors prior to the time of investment; |
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Minimum required distributions made in connection with a Retirement and Benefit Plan following attainment of age 70 1 ⁄ 2 , or older, and only with respect to that portion of such distribution that does not exceed 12% annually of the participants beneficiary account value in a particular Fund; |
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Redemptions following the death or post-purchase disability of a registered shareholder or beneficial owner of an account. Subsequent purchases into such account are not eligible for the CDSC waiver; and |
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Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis, provided; the investor reinvests his dividends. |
Contingent Deferred Sales Charge Exceptions for Class C Shares. CDSCs will not apply to the following redemptions of Class C shares, as applicable:
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Redemptions following the death or post-purchase disability of a registered shareholder or beneficial owner of an account. Subsequent purchases into such account are not eligible for the CDSC waiver; |
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Distributions from Retirement and Benefit Plans where redemptions result from (i) required minimum distributions to plan participants or beneficiaries who are age 70 1 ⁄ 2 or older, and only with respect to that portion of such distributions that does not exceed 12% annually of the participants or beneficiarys account value in a particular Fund; (ii) in kind transfers of assets where the participant or beneficiary notifies the distributor of the transfer no later than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another Retirement and Benefit Plan invested in Class C shares of one or more of the Funds; (iv) tax-free returns of excess contributions or returns of excess deferral amounts; and (v) distributions on the death or disability (as defined in the Code) of the participant or beneficiary; |
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Amounts from a monthly or quarterly Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends; |
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Liquidation initiated by the Fund when the account value falls below the minimum required account size of $500; and |
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Investment account(s) of Invesco and its affiliates. |
In addition to the foregoing, CDSCs will not apply to the following redemptions of Class C shares:
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Redemption of shares held by Employer Sponsored Retirement and Benefit Plans or Employer Sponsored IRAs in cases where (i) the plan has remained invested in Class C shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class C shares held by the plan; or |
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A total or partial redemption of shares where the investors financial intermediary has elected to waive amounts otherwise payable to it by Invesco Distributors and notifies Invesco Distributors prior to the time of investment. |
It is possible that a financial intermediary may not be able to offer one or more of the waiver categories described in this section. If this situation occurs, it is possible that the investor would need to invest directly through an account without a designated intermediary in order to take advantage of these waivers. Investors should ask their financial intermediary whether they offer the above CDSCs. The Funds may terminate or amend the terms of these CDSCs at any time.
General Information Regarding Purchases, Exchanges and Redemptions
Good Order. Purchase, exchange and redemption orders must be received in good order in accordance with the Transfer Agents policies and procedures and U.S. regulations. The Transfer Agent reserves the right to refuse transactions. Transactions not in good order will not be processed and once brought into good order, will receive the current price. To be in good order, an investor or financial intermediary must supply the Transfer Agent with all required information and documentation, including signature guarantees and notary public stamps as required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to the Transfer Agent in its sole discretion. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss.
L-14
Authorized Agents. The Transfer Agent and Invesco Distributors may authorize agents to accept purchase and redemption orders that are in good order on behalf of the Invesco Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on a Funds behalf. The Fund will be deemed to have received the purchase or redemption order when the Funds authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Funds authorized agent or its designee. 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.
Signature Guarantees. Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an eligible guarantor institution as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in the Transfer Agents current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. While a notary public stamp may be accepted in certain limited situations, it is not an acceptable replacement for a signature guarantee. The Transfer Agent will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of the total transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an eligible guarantor institution and to determine how to fulfill a signature guarantee requirement, an investor should contact the Client Services Department of the Transfer Agent.
Transactions by Telephone. By signing an account application form, an investor agrees that the Transfer Agent may surrender for redemption any and all shares held by the Transfer Agent in the designated account(s), or in any other account with any of the Invesco Funds, present or future, which has the identical registration as the designated account(s). The Transfer Agent is thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the Invesco Funds, provided that such Fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that the Transfer Agent may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholders Social Security Number and current address, and mailings of confirmations promptly after the transactions. The Transfer Agent reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor.
Internet Transactions. An investor may effect transactions in his account through the Internet by establishing a Personal Identification Number (PIN). By establishing a PIN the investor acknowledges and agrees that neither the Transfer Agent nor Invesco Distributors will be liable for any loss, expense or cost arising out of any Internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. Procedures for verification of Internet transactions include requests for confirmation of the shareholders PIN and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability to effect Internet transactions may be terminated at any time by the Invesco Funds. Policies for processing transactions via the Internet may differ from policies for transactions via telephone due to system settings.
Abandoned Property. It is the responsibility of the investor to ensure that the Transfer Agent maintains a correct address for his account(s). An incorrect address may cause an investors account statements and other mailings to be returned to the Transfer Agent. Upon receiving returned mail, the Transfer Agent will attempt to locate the investor or rightful owner of the account. If the Transfer Agent is unable to locate the investor, then it will determine whether the investors account has legally been abandoned. The Transfer Agent is legally obligated to escheat (or transfer) abandoned property to the appropriate states unclaimed property administrator in accordance with statutory requirements. The investors last known address of record determines which state has jurisdiction.
Retirement and Benefit Plans Sponsored by Invesco Distributors. Invesco Distributors acts as the prototype sponsor for certain types of Retirement and Benefit Plan documents. These Retirement and Benefit Plan documents are generally available to anyone wishing to invest Retirement and Benefit Plan assets in the Funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial intermediary for details.
L-15
Miscellaneous Fees. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as:
|
an annual custodial fee on accounts where Invesco Distributors acts as the prototype sponsor; |
|
expedited mailing fees in response to overnight redemption requests; and |
|
copying and mailing charges in response to requests for duplicate statements. |
Please consult with your intermediary for further details concerning any applicable fees.
Offering Price
The following formula may be used to determine the public offering price per Class A share of an investors investment:
Net Asset Value / (1 Sales Charge as % of Offering Price) = Offering Price. For example, at the close of business on October 31, 2018, Invesco Charter Fund Class A shares had a net asset value per share of $17.52. The offering price, assuming an initial sales charge of 5.50%, therefore was $18.54.
Class R5 and R6 shares of the Invesco Funds are offered at net asset value.
The offering price per share of Invesco Government Money Market Fund and Invesco Tax-Exempt Cash Fund 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.
Calculation of Net Asset Value
Each Invesco Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE on each business day of the Invesco Fund. In the event the NYSE closes early on a particular day, each Invesco Fund determines its net asset value per share as of the close of the NYSE on such day. The Invesco Funds determine net asset value per share by dividing the value of an Invesco Funds securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of an Invesco Funds net asset value per share is made in accordance with generally accepted accounting principles. Generally, the portfolio securities for non-money market funds are recorded in the NAV no later than trade date plus one, except on fiscal quarter ends, such securities are recorded on trade date. For money market funds, portfolio securities are recorded in the NAV on trade date, as described below. Under normal circumstances, market valuation and fair valuation, as described below, are not used to determine share price for money market funds because shares of money market funds are valued at amortized cost, as described below.
With respect to non-money market funds, the net asset value for shareholder transactions may be different than the net asset value reported in the Invesco Funds financial statement due to adjustments required by generally accepted accounting principles made to the net asset value of the Invesco Fund at period end.
Futures contracts may be valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. A security listed or traded on an exchange (excluding convertible bonds) held by an Invesco Fund is valued at its last sales price or official closing price on the exchange where the security is principally traded or, lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the over-the-counter market is valued on the basis of prices furnished by independent pricing services vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations the mean between the last bid and ask
L-16
prices. Senior secured floating rate loans, corporate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of an Invesco Funds shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If the Adviser believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board.
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Invesco Fund may fair value the security. If an issuer specific event has occurred that the Adviser determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value in good faith using procedures approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Adviser believes, at the approved degree of certainty, that the price is not reflective of current market value, the Adviser will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts, domestic and foreign index futures, and exchange-traded funds.
Invesco Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Invesco Fund. Because the net asset value per share of each Invesco Fund is determined only on business days of the Invesco Fund, the value of the portfolio securities of an Invesco Fund that invests in foreign securities may change on days when an investor cannot exchange or redeem shares of the Invesco Fund.
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.
Calculation of Net Asset Value (Invesco Government Money Market Fund and Invesco Tax-Exempt Cash Fund)
The Board has established procedures, in accordance with Rule 2a-7 under the 1940 Act, designed to stabilize each Funds net asset value per share at $1.00, to the extent reasonably possible. Such procedures include review of portfolio holdings by the Trustees at such interval as they may deem appropriate. The reviews are used to determine whether net asset value, calculated by using available market quotations, deviates from $1.00 per share and, if so, whether such deviation may result in material dilution or is otherwise unfair to investors or existing shareholders. In the event the trustees determine that a material deviation exists, they intend to take such corrective action as they deem necessary and appropriate. Such actions may include selling portfolio securities prior to maturity in order to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends, redeeming shares in kind, or establishing a net asset value per share by using available market quotations. When available market quotations are used to establish the market-based net asset value, the net asset value could possibly be more or less than $1.00 per share. The Funds intend to comply with any amendments made to Rule 2a-7 promulgated under the 1940 Act which may require corresponding changes in the Funds procedures which are designed to stabilize each Funds price per share at $1.00.
Under the amortized cost method, each investment is valued at its cost and thereafter any discount or premium is amortized on a constant basis to maturity. Although this method provides certainty of valuation, it may result in periods in which the amortized cost value of the Funds investments is high or lower than the price that would be received if the investments were sold.
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Redemptions in Kind
Although the Invesco Funds generally intend to pay redemption proceeds solely in cash, the Invesco Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, an Invesco Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Invesco Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds, made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election) and therefore, the Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to such Invesco Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Invesco Funds net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election.
Backup Withholding
Accounts submitted without a correct, certified taxpayer identification number (TIN) or, alternatively, a correctly completed and currently effective IRS Form W-8 (for non-resident aliens) or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information generally will be subject to backup withholding.
Each Invesco Fund, and other payers, generally must withhold 24% of reportable dividends (whether paid in cash or reinvested in additional Invesco Fund shares), including exempt-interest dividends, in the case of any shareholder who fails to provide the Invesco Funds with a TIN and a certification that he is not subject to backup withholding.
An investor is subject to backup withholding if:
1. |
the investor fails to furnish a correct TIN to the Invesco Fund; |
2. |
the IRS notifies the Invesco Fund that the investor furnished an incorrect TIN; |
3. |
the investor or the Invesco Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investors tax return (for reportable interest and dividends only); |
4. |
the investor fails to certify to the Invesco Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or |
5. |
the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983. |
Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies.
Certain payees and payments are exempt from backup withholding and information reporting. Invesco or the Transfer Agent will not provide Form 1099 to those payees.
Investors should contact the IRS if they have any questions concerning withholding.
IRS Penalties. Investors who do not supply the Invesco Funds with a correct TIN will be subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not willful neglect. If an investor falsifies information on this form or makes any other false statement resulting in no backup withholding on an account which should be subject to backup withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain criminal penalties including fines and/or imprisonment.
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.
L-18
TOTAL SALES CHARGES
The following chart reflects the total sales charges paid in connection with the sale of Class A Shares of each Fund and the amount retained by Invesco Distributors for the last three fiscal periods or years ending October 31:
2018 | 2017 | 2016 | ||||||||||||||||||||||
Sales
Charges |
Amount
Retained |
Sales
Charges |
Amount
Retained |
Sales
Charges |
Amount
Retained |
|||||||||||||||||||
Invesco Charter Fund |
$ | 890,559 | $ | 153,308 | $ | 1,201,404 | $ | 157,034 | $ | 1,565,990 | $ | 239,914 | ||||||||||||
Invesco Diversified Dividend Fund |
5,831,190 | 719,425 | 13,342,085 | 1,595,391 | 15,458,900 | 2,062,253 | ||||||||||||||||||
Invesco Summit Fund |
682,986 | 85,650 | 398,744 | 48,341 | 228,217 | 32,462 |
The following chart reflects the contingent deferred sales charges paid by Class A, Class B*, and Class C shareholders and retained by Invesco Distributors for the last three fiscal periods or years ended October 31:
2018 | 2017 | 2016 | ||||||||||
Invesco Charter Fund |
$ | 8,552 | $ | 12,434 | $ | 24,211 | ||||||
Invesco Diversified Dividend Fund |
167,555 | 324,442 | 102,052 | |||||||||
Invesco Summit Fund |
806 | 1,199 | 2,661 |
* |
Class B Shares of the Funds converted to Class A Shares on January 26, 2018. |
M-1
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS
A list of amounts paid by each class of shares to Invesco Distributors pursuant to the Plans for the fiscal year or period ended October 31, 2018 follows:
Fund |
Class A
Shares |
Class B
Shares* |
Class C
Shares |
Class P
Shares |
Class R
Shares |
Class S
Shares |
Class Y
Shares |
Investor
Class Shares |
Class R5
Shares |
Class R6
Shares |
||||||||||||||||||||||||||||||
Invesco Charter Fund |
$ | 8,177,409 | $ | 27,899 | $ | 1,560,539 | N/A | $ | 136,580 | $ | 28,401 | $ | 0 | N/A | $ | 0 | $ | 0 | ||||||||||||||||||||||
Invesco Diversified Dividend Fund |
14,032,731 | 19,901 | 7,514,057 | N/A | 1,713,747 | N/A | 0 | $ | 3,845,061 | 0 | 0 | |||||||||||||||||||||||||||||
Invesco Summit Fund |
246,595 | 837 | 138,299 | $ | 2,150,720 | N/A | 5,457 | 0 | N/A | 0 | 0 |
* |
Class B Shares of the Funds converted to Class A Shares on January 26, 2018. |
N-1
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
An estimate by category of the allocation of actual fees paid by Class A shares of the Funds during the fiscal year ended October 31, 2018 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 0 | $ | 0 | $ | 0 | ||||||
Printing and Mailing |
0 | 0 | 0 | |||||||||
Seminars |
0 | 0 | 0 | |||||||||
Underwriters Compensation |
0 | 0 | 0 | |||||||||
Dealers Compensation |
8,177,409 | 14,032,731 | 246,595 | |||||||||
Personnel |
0 | 0 | 0 | |||||||||
Travel Relating to Marketing |
0 | 0 | 0 |
An estimate by category of the allocation of actual fees paid by Class B* shares of the Funds during the fiscal year ended October 31, 2018 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 0 | $ | 0 | $ | 0 | ||||||
Printing and Mailing |
0 | 7 | 2 | |||||||||
Seminars |
0 | 0 | 0 | |||||||||
Underwriters Compensation |
20,924 | 14,926 | 627 | |||||||||
Dealers Compensation |
6,975 | 4,968 | 208 | |||||||||
Personnel |
0 | 0 | 0 | |||||||||
Travel Relating to Marketing |
0 | 0 | 0 |
An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the fiscal year ended October 31, 2018 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 1,226 | $ | 5,885 | $ | 0 | ||||||
Printing and Mailing |
0 | 5,884 | 0 | |||||||||
Seminars |
0 | 1,961 | 0 | |||||||||
Underwriters Compensation |
77,258 | 741,397 | 21,048 | |||||||||
Dealers Compensation |
1,472,244 | 6,658,901 | 114,445 | |||||||||
Personnel |
9,811 | 94,145 | 2,806 | |||||||||
Travel Relating to Marketing |
0 | 5,884 | 0 |
O-1
An estimate by category of the allocation of actual fees paid by Class R shares of the Funds during the fiscal year ended October 31, 2018 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 0 | $ | 455 | N/A | |||||||
Printing and Mailing |
0 | 454 | N/A | |||||||||
Seminars |
0 | 227 | N/A | |||||||||
Underwriters Compensation |
4,663 | 20,218 | N/A | |||||||||
Dealers Compensation |
130,052 | 1,684,215 | N/A | |||||||||
Personnel |
1,865 | 7,724 | N/A | |||||||||
Travel Relating to Marketing |
0 | 454 | N/A |
An estimate by category of the allocation of actual fees paid by Investor Class shares of the Funds during the fiscal year ended October 31, 2018 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
N/A | $ | 44,954 | N/A | ||||||||
Printing and Mailing |
N/A | 33,716 | N/A | |||||||||
Seminars |
N/A | 11,239 | N/A | |||||||||
Underwriters Compensation |
N/A | 0 | N/A | |||||||||
Dealers Compensation |
N/A | 3,131,406 | N/A | |||||||||
Personnel |
N/A | 590,030 | N/A | |||||||||
Travel Relating to Marketing |
N/A | 33,716 | N/A |
An estimate by category of the allocation of actual fees paid by Class P shares of the Funds during the fiscal year ended October 31, 2018 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
N/A | N/A | $ | 0 | ||||||||
Printing and Mailing |
N/A | N/A | 0 | |||||||||
Seminars |
N/A | N/A | 0 | |||||||||
Underwriters Compensation |
N/A | N/A | 0 | |||||||||
Dealers Compensation |
N/A | N/A | 2,150,720 | |||||||||
Personnel |
N/A | N/A | 0 | |||||||||
Travel Relating to Marketing |
N/A | N/A | 0 |
O-2
An estimate by category of the allocation of actual fees paid by Class S shares of the Funds during the fiscal year ended October 31, 2018 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 0 | N/A | $ | 0 | |||||||
Printing and Mailing |
0 | N/A | 0 | |||||||||
Seminars |
0 | N/A | 0 | |||||||||
Underwriters Compensation |
0 | N/A | 0 | |||||||||
Dealers Compensation |
28,401 | N/A | 5,457 | |||||||||
Personnel |
0 | N/A | 0 | |||||||||
Travel Relating to Marketing |
0 | N/A | 0 |
* |
Class B Shares of the Funds converted to Class A Shares on January 26, 2018. |
O-3
PART C
OTHER INFORMATION
Item 28. |
Exhibits | |||
a (1) | - | (a) Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (44) | ||
- | (b) Amendment No. 1, dated January 23, 2018, to the Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (45) | |||
- | (c) Form of Amendment No. 2, dated , to the Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (46) | |||
b | - | Second Amended and Restated Bylaws of Registrant, adopted effective October 26, 2016. (42) | ||
c | - | Articles II, VI, VII, VIII and IX of the Fourth Amended and Restated Agreement Declaration of Trust, as amended, and Articles IV, V and VI of the Second Amended and Restated Bylaws define rights of holders of shares. | ||
d (1) | - | (a) Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (7) | ||
- | (b) Amendment No. 1, dated December 28, 2001, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (10) | |||
- | (c) Amendment No. 2, dated August 29, 2002, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (12) | |||
- | (d) Amendment No. 3, dated May 2, 2003, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (14) | |||
- | (e) Amendment No. 4, dated July 1, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (17) | |||
- | (f) Amendment No. 5, dated September 15, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (17) | |||
- | (g) Amendment No. 6, dated March 15, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (20) | |||
- | (h) Amendment No. 7, dated July 18, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (20) |
C-1
- | (i) Amendment No. 8, dated March 27, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (23) | |||
- | (j) Amendment No. 9, dated April 10, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (23) | |||
- | (k) Amendment No. 10, dated February 27, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (24) | |||
- | (l) Amendment No. 11, dated July 1, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (24) | |||
- | (m) Amendment No. 12, dated April 30, 2008, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (26) | |||
- | (n) Amendment No. 13, dated July 14, 2009, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (28) | |||
- | (o) Amendment No. 14, dated January 1, 2010, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.). (34) | |||
- | (p) Amendment No. 15, dated April 30, 2010, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (35) | |||
- | (q) Amendment No. 16, dated May 23, 2011, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (36) | |||
- | (r) Amendment No. 17, dated September 24, 2012, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (38) | |||
- | (s) Amendment No. 18, dated December 30, 2013, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (39) | |||
- | (t) Form of Amendment No. 19, dated , to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (47) | |||
(2) | - | (a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management, Inc. (now known as Invesco Trimark Ltd.) (26) |
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C-3
- | (c) Amendment No. 2, dated January 30, 2015, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (40) | |||
- | (d) Amendment No. 3, dated April 30, 2015, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (41) | |||
- | (e) Amendment No. 4, dated June 15, 2015, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (41) | |||
- | (f) Amendment No. 5, dated September 30, 2015, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (41) | |||
- | (g) Amendment No. 6, dated December 21, 2015, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (41) | |||
- | (h) Amendment No. 7, dated February 26, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (i) Amendment No. 8, dated April 29, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (j) Amendment No. 9, dated June 20, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (k) Amendment No. 10, dated June 28, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (l) Amendment No. 11, dated July 1, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (m) Amendment No. 12, dated July 27, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (n) Amendment No. 13, dated October 28, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (o) Amendment No. 14, dated December 1, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (p) Amendment No. 15, dated February 27, 2017, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (43) | |||
- | (q) Amendment No. 16, dated December 15, 2017, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (45) | |||
- | (r) Amendment No. 17, dated December 18, 2017, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (45) | |||
- | (s) Amendment No. 18, dated April 30, 2018, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (4 8 ) | |||
- | (t) Amendment No. 19, dated July 26, 2018, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (4 8 ) | |||
- | (u) Amendment No. 20, dated November 1, 2018, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (4 8 ) |
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(2) | - | Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers. (27) | ||
(3) | - | Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks. (27) | ||
f (1) | - | Form of Invesco Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2013. (40) | ||
(2) | - | (a) Form of Invesco Funds Trustee Deferred Compensation Agreement, as approved by Board of Directors/Trustees on December 31, 2011. (40) | ||
- | (b) Form of Amendment to Form of Invesco Funds Trustee Deferred Compensation Agreement. (41) | |||
g (1) | - | Master Custodian Contract, dated June 1, 2018, between Registrant and State Street Bank and Trust Company. ( 4 8 ) | ||
(2) | - | Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York. (15) | ||
(3) | - | Foreign Assets Delegation Agreement, dated November 6, 2006, between A I M Advisors, Inc. and Registrant. (24) | ||
h (1) | - | (a) Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (35) | ||
- | (b) Amendment No. 1, dated March 16, 2011 to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (36) | |||
- | (c) Amendment No. 2, dated July 1, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (36) | |||
- | (d) Amendment No. 3, dated September 24, 2012, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (38) | |||
- | (e) Amendment No. 4, dated January 1, 2014, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (39) | |||
- | (f) Amendment No. 5, dated June 9, 2017, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (45) | |||
- | (g) Amendment No. 6, dated January 26, 2018, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (45) |
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(2) | - | Shareholder Sub-Accounting Services Agreement between Registrant, First Data Investor Services Group (formerly The Shareholder Services Group, Inc.), Financial Data Services Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc., dated October 1, 1993. (1) | ||
(3) | - | (a) Second Amended and Restated Master Administrative Service Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. (23) | ||
- | (b) Amendment No. 1, dated February 28, 2007, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc. (24) | |||
- | (c) Amendment No. 2, dated April 30, 2008, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (26) | |||
- | (d) Amendment No. 3, dated July 14, 2009, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (28) | |||
- | (e) Amendment No. 4, dated January 1, 2010, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.) (34) | |||
- | (f) Amendment No. 5, dated April 30, 2010, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (35) | |||
- | (g) Amendment No. 6, dated December 1, 2011, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (37) | |||
- | (h) Amendment No. 7, dated July 1, 2012, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (37) | |||
- | (i) Amendment No. 8, dated September 24, 2012, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (38) | |||
- | (j) Amendment No. 9, dated December 30, 2013, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (39) | |||
- | (k) Amendment No. 10, dated January 1, 2019, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (4 8 ) | |||
(4) | - | Eighth Amended and Restated Memorandum of Agreement, regarding securities lending, dated July 1, 2014, between Registrant, and Invesco Advisers, Inc. (40) |
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(5) | - | Memorandum of Agreement, regarding expense limitations, dated December 1, 2018, between Registrant and Invesco Advisers, Inc. (4 8 ) | ||
(6) | - | Memorandum of Agreement, regarding advisory fee waivers and affiliated money market fund waivers, dated December 1, 2018, between Registrant and Invesco Advisers, Inc. (4 8 ) | ||
(7) | - | Interfund Lending Agreement, dated December 12, 2016, between Registrant and Invesco Advisers, Inc. (42) | ||
(8) | - | Expense Reimbursement Agreement Related to DST Transfer Agent System Conversion dated June 30, 2003. (16) | ||
i | - | Legal Opinion - None. | ||
j (1) | - | Consent of Stradley Ronon Stevens & Young, LLP. (4 8 ) | ||
(2) | - | Consent of PricewaterhouseCoopers LLP. (4 8 ) | ||
k | - | Omitted Financial Statements Not Applicable. | ||
l (1) | - | Agreement concerning initial capitalization of Registrants AIM Large Cap Growth Fund, dated February 26, 1999. (4) | ||
(2) | - | Agreement concerning initial capitalization of Registrants AIM Large Cap Basic Value Fund, dated June 29, 1999. (5) | ||
(3) | - | Agreement concerning initial capitalization of Registrants AIM Mid Cap Growth Fund, dated November 1, 1999. (6) | ||
(4) | - | Agreement concerning initial capitalization of Registrants AIM Basic Value II Fund and AIM U.S. Growth Fund dated August 28, 2002. (12) | ||
(5) | - | Agreement concerning initial capitalization of Registrants AIM Summit Fund, dated April 29, 2008. (26) | ||
(6) | - | Agreement concerning initial capitalization of Institutional Class shares of Registrants for AIM Summit Fund dated October 2, 2008. (27) | ||
(7) | - | Agreement concerning initial capitalization of Class Y shares of Registrant dated October 3, 2008. (30) | ||
(8) | - | Agreement concerning initial capitalization of AIM Disciplined Equity Fund, dated July 14, 2009. (28) | ||
(9) | - | Agreement concerning initial capitalization of Class S shares of Registrants for AIM Charter Fund and AIM Summit Fund dated September 24, 2009. (31) | ||
m (1) | - | (a) Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation), effective as of July 1, 2016. (42) |
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- | (b) Amendment No. 1, dated July 1, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (42) | |||
- | (c) Amendment No. 2, dated July 27, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (42) | |||
- | (d) Amendment No. 3, dated September 1, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (44) | |||
- | (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). (44) | |||
- | (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). (44) | |||
- | (g) Amendment No. 6, dated February 27, 2017, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). (45) | |||
- | (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, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). (45) | |||
- | (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, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). (45) | |||
- | (j) Amendment No. 9, dated December 18, 2017, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). (45) | |||
- | (k) Amendment No. 10, dated April 2, 2018, 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). (4 8 ) | |||
- | (l) Amendment No. 11, dated April 30, 2018, 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). (4 8 ) |
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- | (m) Amendment No. 12, dated July 26, 2018, 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). (4 8 ) | |||
- | (n) Amendment No. 13, dated November 1, 2018, 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). (4 8 ) | |||
(2) | - | (a) Second Amended and Restated Distribution Plan Class A, AX, C, CX, Investor Class, R, and RX Shares (Reimbursement), effective July 1, 2015. (41) | ||
- | (b) Amendment No. 1, dated June 20, 2016, to the Second Amended and Restated Distribution Plan Class A, AX, C, CX, Investor Class, R, and RX Shares (Reimbursement). (42) | |||
- | (c) Amendment No. 2, dated June 28, 2016, to the Second Amended and Restated Distribution Plan Class A, AX, C, CX, Investor Class, R, and RX Shares (Reimbursement). (42) | |||
- | (d) Amendment No. 3, dated July 26, 2018, to the Second Amended and Restated Distribution Plan Class A, AX, C, CX, Investor Class, R, and RX Shares (Reimbursement). (4 8 ) | |||
n | - | Twenty-Fourth Amended and Restated Multiple Class Plan of the Invesco Funds effective December 12, 2001, as amended and restated, July 30, 2018. (4 8 ) | ||
o | - | Reserved. | ||
p (1) | - | Invesco Advisers, Inc. Code of Ethics amended January 1, 2019, relating to Invesco Advisers, Inc. and any of its subsidiaries. (4 8 ) | ||
(2) | - | Invesco UK Code of Ethics dated 2019, relating to Invesco Asset Management Limited. (4 8 ) | ||
(3) | - | Invesco Ltd. Code of Conduct, dated October 2018, relating to Invesco Asset Management (Japan) Limited. (4 8 ) | ||
(4) | - | Invesco Hong Kong Limited Code of Ethics dated November 2018, relating to Invesco Hong Kong Limited. (4 8 ) | ||
(5) | - | Invesco Ltd. Code of Conduct, dated October 2018, relating to Invesco Canada Ltd. (4 8 ) | ||
(6) | - | Invesco EMEA (ex UK) Employees Code of Ethics dated 2018, relating to Invesco Asset Management Deutschland (GmbH). (4 8 ) | ||
(7) | - | Invesco Senior Secured Management Code of Ethics Policy, revised August 2018 and Invesco Advisers, Inc. Code of Ethics, amended January 1, 2019. (4 8 ) | ||
q | - | Powers of Attorney for Arch, Crockett, Fields, Flanagan, Hostetler, Jones, Mathai-Davis, Ressel, Stern, Stickel, Taylor, Troccoli and Wilson dated March 28, 2018. (4 8 ) |
(1) |
Incorporated herein by reference to PEA No. 40, filed on February 26, 1992. |
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(2) |
Incorporated herein by reference to PEA No. 44, filed on February 24, 1995. |
(3) |
Incorporated herein by reference to PEA No. 55, filed on December 11, 1998. |
(4) |
Incorporated herein by reference to PEA No. 56, filed on February 23, 1999. |
(5) |
Incorporated herein by reference to PEA No. 60, filed on July 15, 1999. |
(6) |
Incorporated herein by reference to PEA No. 62, filed on January 6, 2000. |
(7) |
Incorporated herein by reference to PEA No. 67, filed on February 23, 2001. |
(8) |
Incorporated herein by reference to PEA No. 68, filed on October 12, 2001. |
(9) |
Incorporated herein by reference to PEA No. 70, filed on December 28, 2001. |
(10) |
Incorporated herein by reference to PEA No. 71, filed on April 26, 2002. |
(11) |
Incorporated herein by reference to PEA No. 72, filed on May 22, 2002. |
(12) |
Incorporated herein by reference to PEA No. 75, filed on February 24, 2003. |
(13) |
Incorporated herein by reference to PEA No. 76, filed on March 3, 2003. |
(14) |
Incorporated herein by reference to PEA No. 77, filed on July 7, 2003. |
(15) |
Incorporated herein by reference to PEA No. 78, filed on February 24, 2004. |
(16) |
Incorporated herein by reference to PEA No. 79, filed on March 1, 2004. |
(17) |
Incorporated herein by reference to PEA No. 80, filed on September 29, 2004. |
(18) |
Incorporated herein by reference to PEA No. 81, filed on December 23, 2004. |
(19) |
Incorporated herein by reference to PEA No. 83, filed on March 1, 2005. |
(20) |
Incorporated herein by reference to PEA No. 85, filed on August 23, 2005. |
(21) |
Incorporated herein by reference to PEA No. 86, filed on December 15, 2005. |
(22) |
Incorporated herein by reference to PEA No. 87, filed on February 23, 2006. |
(23) |
Incorporated herein by reference to PEA No. 88, filed on February 28, 2007. |
(24) |
Incorporated herein by reference to PEA No. 89, filed on February 6, 2008. |
(25) |
Incorporated herein by reference to PEA no. 90, filed on February 19, 2008. |
(26) |
Incorporated herein by reference to PEA No. 91, filed on July 22, 2008. |
(27) |
Incorporated herein by reference to PEA No. 94, filed on April 30, 2009. |
(28) |
Incorporated herein by reference to PEA No. 95, filed on July 13, 2009. |
(29) |
Incorporated herein by reference to PEA No. 96, filed on July 24, 2009. |
(30) |
Incorporated herein by reference to PEA No. 97, filed on September 21, 2009. |
(31) |
Incorporated herein by reference to PEA No. 99, filed on September 24, 2009. |
(32) |
Incorporated herein by reference to PEA No. 100, filed on December 22, 2009. |
(33) |
Incorporated herein by reference to PEA No. 101, filed on February 25, 2010. |
(34) |
Incorporated herein by reference to PEA No. 102, filed on March 10, 2010. |
(35) |
Incorporated herein by reference to PEA No. 103, filed on February 24, 2011. |
(36) |
Incorporated herein by reference to PEA No. 105, filed on February 24, 2012. |
(37) |
Incorporated by reference to PEA No. 107, filed on September 21, 2012. |
(38) |
Incorporated by reference to PEA No. 109, filed on February 26, 2013. |
(39) |
Incorporated by reference to PEA No. 111, filed on February 27, 2014. |
(40) |
Incorporated by reference to PEA No. 113, filed on February 25, 2015. |
(41) |
Incorporated by reference to PEA No. 115, filed on February 24, 2016. |
(42) |
Incorporated by reference to PEA No. 117, filed on February 24, 2017. |
(43) |
Incorporated by reference to PEA No. 119, filed on March 31, 2017. |
(44) |
Incorporated by reference to PEA No. 121, filed on June 5, 2017. |
(45) |
Incorporated by reference to PEA No. 123, filed on February 26, 2018. |
(46) |
Incorporated by reference to PEA No. 125, filed on November 2, 2018. |
(47) |
Incorporated by reference to PEA No. 127, filed on January 23, 2019. |
(48) |
Filed herewith electronically. |
Item 29. | Persons Controlled by or Under Common Control with the Fund | |
None. |
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Item 30. | Indemnification | |
Indemnification provisions for officers, trustees and employees of the Registrant are set forth in Article VIII of the Registrants Fourth Amended and Restated Agreement and Declaration of Trust and Article VIII of its Second Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 28(a) and (b) above. Under the Fourth Amended and Restated Agreement and Declaration of Trust, effective as of April 11, 2017, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrants Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class). | ||
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors & Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $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 impart liability on the part of Invesco to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant. | ||
Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd., Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc.) (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract. |
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Item 32. | Principal Underwriters | |
(a) |
Invesco Distributors, Inc., the Registrants principal underwriter, also acts as a principal underwriter to the following investment companies:
AIM Counselor Series Trust (Invesco Counselor Series Trust) AIM Funds Group (Invesco Funds Group) AIM Growth Series (Invesco Growth Series) AIM International Mutual Funds (Invesco International Mutual Funds) AIM Investment Funds (Invesco Investment Funds) AIM Investment Securities Funds (Invesco Investment Funds) AIM Sector Funds (Invesco Sector Funds) AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) AIM Treasurers Series Trust (Invesco Treasurers Series Trust) AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Invesco Management Trust Invesco Senior Loan Fund Invesco Actively Managed ExchangeTraded Fund Trust Invesco Actively Managed Exchange-Traded Commodity Fund Trust Invesco Exchange-Traded Self-Indexed Fund Trust Invesco Exchange-Traded Fund Trust Invesco Exchange-Traded Fund Trust II Invesco India ExchangeTraded Fund Trust Short-Term Investments Trust |
|
(b) | The following table sets forth information with respect to each director, officer or partner of Invesco Distributors, Inc. |
Name and Principal Business Address* |
Position and Offices with Underwriter |
Positions and Offices with Registrant |
||
Peter S. Gallagher | Director & President | Assistant Vice President | ||
Eric P. Johnson | Executive Vice President | None | ||
Ben Utt | Executive Vice President | None | ||
Daniel Draper | Senior Vice President | None | ||
Eliot Honaker | Senior Vice President | None | ||
Trisha B. Hancock |
Senior Vice President, Chief Compliance Officer |
None | ||
Gary K. Wendler | Senior Vice President, Director, Marketing Research and Analysis | Assistant Vice President | ||
John M. Zerr | Senior Vice President | Senior Vice President | ||
Jeffrey H. Kupor | Senior Vice President & Secretary | Senior Vice President, Chief Legal Officer, & Secretary | ||
Mark W. Gregson | Chief Financial Officer | None | ||
Annette J. Lege | Treasurer | None | ||
Crissie Wisdom | Anti-Money Laundering Compliance Officer | Anti-Money Laundering Compliance Officer |
* |
11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173 |
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(c) |
Not applicable. |
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Item 34. |
Management Services |
None.
Item 35. |
Undertakings |
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on the 27th day of February 2019.
Registrant: |
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) |
|
By: | /s/ Sheri Morris | |
Sheri Morris, President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURES |
TITLE |
DATE |
||
/s/ Sheri Morris (Sheri Morris) |
President & Treasurer (Principal Executive Officer) |
February 27, 2019 | ||
/s/ David C. Arch* (David C. Arch) |
Trustee | February 27, 2019 | ||
/s/ Bruce L. Crockett* (Bruce L. Crockett) |
Chair & Trustee | February 27, 2019 | ||
/s/ Jack M. Fields* (Jack M. Fields) |
Trustee | February 27, 2019 | ||
/s/ Martin L. Flanagan* (Martin L. Flanagan) |
Trustee | February 27, 2019 | ||
/s/ Cynthia Hostetler** (Cynthia Hostetler) |
Trustee | February 27, 2019 | ||
/s/ Eli Jones* (Eli Jones) |
Trustee | February 27, 2019 | ||
/s/ Prema Mathai-Davis* (Prema Mathai-Davis) |
Trustee | February 27, 2019 | ||
/s/ Teresa M. Ressel** (Teresa M. Ressel) |
Trustee | February 27, 2019 | ||
/s/ Ann Barnett Stern** (Ann Barnett Stern) |
Trustee | February 27, 2019 | ||
/s/ Raymond Stickel, Jr.* (Raymond Stickel, Jr.) |
Trustee | February 27, 2019 | ||
/s/ Philip A. Taylor* (Philip A. Taylor) |
Trustee | February 27, 2019 |
/s/ Robert C. Troccoli* (Robert C. Troccoli) |
Trustee | February 27, 2019 | ||
/s/ Christopher L. Wilson** (Christopher L. Wilson) |
Trustee | February 27, 2019 | ||
/s/ Kelli Gallegos (Kelli Gallegos) |
Vice President &
(Principal Financial Officer) |
February 27, 2019 |
By | /s/ Sheri Morris | |
Sheri Morris | ||
Attorney-in-Fact |
* |
Sheri Morris, pursuant to powers of attorney dated March 28, 2018, filed in Registrants Post-Effective Amendment No. 125 on November 2, 2018. |
INDEX
Exhibit Number |
Description |
|
e(1)(s) | Amendment No. 18, dated April 30, 2018, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. | |
e(1)(t) | Amendment No. 19, dated July 26, 2018, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. | |
e(1)(u) | Amendment No. 20, dated November 1, 2018, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. | |
g(1) | Master Custodian Contract, dated June 1, 2018, between Registrant and State Street Bank and Trust Company. | |
h(3)(k) | Amendment No. 10, dated January 1, 2019, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc. | |
h(5) | Memorandum of Agreement, regarding expense limitations, dated December 1, 2018, between Registrant and Invesco Advisers, Inc. | |
h(6) | Memorandum of Agreement, regarding advisory fee waivers and affiliated money market fund waivers, dated December 1, 2018, between Registrant and Invesco Advisers, Inc. | |
j(1) | Consent of Stradley Ronon Stevens & Young, LLP. | |
j(2) | Consent of PricewaterhouseCoopers LLP. | |
m(1)(k) | Amendment No. 10, dated April 2, 2018, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). | |
m(1)(l) | Amendment No. 11, dated April 30, 2018, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). | |
m(1)(m) | Amendment No. 12, dated July 26, 2018, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). | |
m(1)(n) | Amendment No. 13, dated November 1, 2018, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). | |
m(2)(d) | Amendment No. 3, dated July 26, 2018, to the Second Amended and Restated Distribution Plan Class A, AX, C, CX, Investor Class, R, and RX Shares (Reimbursement). |
INDEX
Exhibit Number |
Description |
|
n | Twenty-Fourth Amended and Restated Multiple Class Plan of the Invesco Funds effective December 12, 2001, as amended and restated, July 30, 2018. | |
p(1) | Invesco Advisers, Inc. Code of Ethics amended January 1, 2019, relating to Invesco Advisers, Inc. and any of its subsidiaries. | |
p(2) | Invesco UK Code of Ethics dated 2019, relating to Invesco Asset Management Limited. | |
p(3) | Invesco Ltd. Code of Conduct, dated October 2018, relating to Invesco Asset Management (Japan) Limited. | |
p(4) | Invesco Hong Kong Limited Code of Ethics dated November 2018, relating to Invesco Hong Kong Limited. | |
p(5) | Invesco Ltd. Code of Conduct, dated October 2018, relating to Invesco Canada Ltd. | |
p(6) | Invesco EMEA (ex UK) Employees Code of Ethics dated 2018, relating to Invesco Asset Management Deutschland (GmbH). | |
p(7) | Invesco Senior Secured Management Code of Ethics Policy revised August 2018 and Invesco Advisers, Inc. Code of Ethics, amended January 1, 2019. | |
q | Powers of Attorney for Arch, Crockett, Fields, Flanagan, Hostetler, Jones, Mathai-Davis, Ressel, Stern, Stickel, Taylor, Troccoli and Wilson dated March 28, 2018. |
AMENDMENT NO. 18
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of April 30, 2018, 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 Invesco Global Health Care Fund to Invesco Health Care Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds), and Invesco V.I. Global Health Care Fund to Invesco V.I. Health Care Fund, a series portfolio of AIM Variable Insurance Funds (Invesco Variable Insurance Funds);
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 Peak Retirement 2015 Fund
Invesco Peak Retirement 2020 Fund
Invesco Peak Retirement 2025 Fund
Invesco Peak Retirement 2030 Fund
Invesco Peak Retirement 2035 Fund
Invesco Peak Retirement 2040 Fund
Invesco Peak Retirement 2045 Fund
Invesco Peak Retirement 2050 Fund
Invesco Peak Retirement 2055 Fund
Invesco Peak Retirement 2060 Fund
Invesco Peak Retirement 2065 Fund
Invesco Peak Retirement Now 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 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
2
Invesco Select Companies Fund
Invesco U.S. Managed Volatility 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
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. Health Care 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. 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
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/ Jeffrey H. Kupor |
|
Name: Jeffrey H. Kupor | ||
Title: Senior Vice President | ||
INVESCO DISTRIBUTORS, INC. | ||
By: |
/s/ Brian Thorp |
|
Name: Brian Thorp | ||
Title: Vice President |
5
AMENDMENT NO. 19
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of July 26, 2018, 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 Invesco U.S. Government Fund to Invesco Income Fund, a series portfolio of AIM Investment Securities Funds (Invesco Investment Securities 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 Peak Retirement 2015 Fund
Invesco Peak Retirement 2020 Fund
Invesco Peak Retirement 2025 Fund
Invesco Peak Retirement 2030 Fund
Invesco Peak Retirement 2035 Fund
Invesco Peak Retirement 2040 Fund
Invesco Peak Retirement 2045 Fund
Invesco Peak Retirement 2050 Fund
Invesco Peak Retirement 2055 Fund
Invesco Peak Retirement 2060 Fund
Invesco Peak Retirement 2065 Fund
Invesco Peak Retirement Now 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 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 U.S. Managed Volatility Fund
Invesco World Bond Fund
2
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
Invesco Income 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. Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income 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. 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
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/ Jeffrey H. Kupor | |
Name: Jeffrey H. Kupor | ||
Title: Senior Vice President | ||
INVESCO DISTRIBUTORS, INC. | ||
By: | /s/ Brian Thorp | |
Name: Brian Thorp | ||
Title: Vice President |
5
AMENDMENT NO. 20
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of November 1, 2018, 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 Invesco Emerging Markets Equity Fund to Invesco Emerging Markets Select Equity Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds), effective November 1, 2018; and to change the name of Invesco International Companies Fund to Invesco International Select Equity Fund, a series portfolio of AIM International Mutual Funds (Invesco International Mutual Funds), effective 11/30/2018;
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 Peak Retirement 2015 Fund
Invesco Peak Retirement 2020 Fund
Invesco Peak Retirement 2025 Fund
Invesco Peak Retirement 2030 Fund
Invesco Peak Retirement 2035 Fund
Invesco Peak Retirement 2040 Fund
Invesco Peak Retirement 2045 Fund
Invesco Peak Retirement 2050 Fund
Invesco Peak Retirement 2055 Fund
Invesco Peak Retirement 2060 Fund
Invesco Peak Retirement 2065 Fund
Invesco Peak Retirement Now 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 Select Equity 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 Select Equity Fund
Invesco Endeavor Fund
Invesco 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
2
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund
Invesco U.S. Managed Volatility 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
Invesco Income 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
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. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. 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
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/ Jeffrey H. Kupor | |
Name: Jeffrey H. Kupor | ||
Title: Senior Vice President | ||
INVESCO DISTRIBUTORS, INC. | ||
By: | /s/ Brian Thorp | |
Name: Brian Thorp | ||
Title: Vice President |
5
Execution
M ASTER C USTODIAN A GREEMENT
This Agreement is made as of June 1, 2018 (this Agreement ), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a Fund ), including, if applicable, each series of a Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the Custodian ).
W ITNESSETH :
W HEREAS , each Fund desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and
W HEREAS , the Custodian is willing to provide the services upon the terms contained in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto, intending to be legally bound hereby, agree as follows:
S ECTION 1. D EFINITIONS . In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:
1940 Act means the Investment Company Act of 1940, as amended from time to time.
Board means, in relation to a Fund, the board of directors, trustees or other governing body of a Fund.
Client Publications means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.
Deposit Account Agreement means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodians internet customer portal, my.statestreet.com.
Domestic securities means securities held within the United States.
Foreign securities means securities held primarily outside of the United States.
Held outside of the United States means not held within the United States.
Held within the United States means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii) has given rise to a security entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediarys jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust companys office located in the United States.
Investment Advisor means, in relation to a Portfolio, the investment manager or investment advisor of the Portfolio.
On book currency means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.
Portfolio means (a) in relation to a Fund that is a series organization, a series of a Fund and (b) in relation to a Fund that is not a series organization, the Fund itself.
Portfolio Interests means beneficial interests in a Portfolio.
Proper Instructions means instructions in accordance with Section 9 received by the Custodian from a Fund, a Funds Investment Advisor, or an individual or organization duly authorized by a Fund or the Investment Advisor. The term includes standing instructions.
SEC means the U.S. Securities and Exchange Commission.
Series organization means an organization that, pursuant to the statute under which the organization is organized, has the following characteristics: (a) the organic record of the organization provides for creation by the organization of one or more series (however denominated) with respect to specified property of the organization, and provides for records to be maintained for each series that identify the property of or associated with the series, (b) debt incurred or existing with respect to the activities of, or property of or associated with a particular series is enforceable against the property of or associated with the series only, and not against the property of or associated with the organization or of other series of the organization, and (c) debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with any series of the organization.
UCC means the Uniform Commercial Code of the Commonwealth of Massachusetts as in effect from time to time.
Underlying Portfolios means a group of investment companies as defined in Section 12(d)(1)(F) of the 1940 Act.
Underlying Shares means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered investment companies (as defined in Section 3(a)(1) of the 1940 Act), whether or not in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act).
Underlying Transfer Agent means State Street Bank and Trust Company or such other organization which may from time to time be appointed by a Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.
U.S. Securities System means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a clearing corporation as defined in Section 8-102 of the UCC.
S ECTION 2. E MPLOYMENT OF C USTODIAN .
S ECTION 2.1 G ENERAL . Each Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Portfolios and (b) other assets of each of the Portfolios that the Custodian agrees to treat as financial assets of a Portfolio. Each Fund, on behalf of each of its Portfolios, agrees to deliver to the Custodian (i) all securities and cash of the Portfolios, (ii) all other assets of each Portfolio that a Fund desires the Custodian, and the Custodian is willing, to treat as a financial asset of a Portfolio and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodians name on behalf of the Portfolios will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept an asset for custody hereunder or to treat any asset that is not a security as a financial asset.
S ECTION 2.2 S UB - CUSTODIANS . Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by a Fund in the Proper Instructions. The Custodian may place and maintain each Funds foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.
S ECTION 2.3 R ELATIONSHIP . With respect to securities and other financial assets, the Custodian is a securities intermediary and the Portfolio is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an on book currency, the Custodian is a bank and the Portfolio is the banks customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an on book currency, the Custodian is that banks customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio . The Custodian does not otherwise agree to treat cash as a financial asset. Except as precluded by Section 8-501(d) of the UCC, the Custodian shall hold all securities and other financial assets, other than cash, of a Portfolio that are delivered to it in a securities account with the Custodian for and in the name of such Portfolio and except as precluded by Section 8-
501(d) of the UCC shall treat all such assets other than cash (except as provided in this Section 2.3) as financial assets as those terms are used in the UCC. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.
S ECTION 3. |
A CTIVITIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY H ELD IN THE U NITED S TATES . |
S ECTION 3.1 H OLDING S ECURITIES . The Custodian may deposit and maintain securities or other financial assets of a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Portfolio, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Portfolio and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Portfolio all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Portfolio, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.10 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian, as the Custodians agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any agent shall not relieve the Custodian of any of its duties or obligations hereunder. The Custodian shall identify on its books and records as belonging to a Portfolio the securities and other financial assets, constituting Portfolio assets held by (a) the Custodian, its delegates and sub-custodians, (b) a U.S. Securities System, or (c) an Underlying Transfer Agent in accordance with Section 3.10. To the extent that the Custodian or any of its sub-custodians holds securities constituting the Portfolios assets in an omnibus account that is identified as belonging to the Custodian for the benefit of its customers, the records of the Custodian shall identify which of such securities constitute a Portfolios assets. The Custodian may at any time or times in its discretion remove the bank or trust company as the Custodians agent.
S ECTION 3.2 R EGISTRATION OF S ECURITIES . Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in street name or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in street name, the Custodian shall utilize commercially reasonable efforts only to timely collect income due a Fund on the securities and other financial assets and to notify a Fund as soon as reasonably practicable of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
S ECTION 3.3 B ANK A CCOUNTS . The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Portfolio, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the
provisions hereof, all cash received by the Custodian from or for the account of the Portfolio, other than cash maintained by the Portfolio in a deposit account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that (a) every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and (b) each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio of a Fund be approved by vote of a majority of a Funds Board. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
S
ECTION
3.4
C
OLLECTION
OF
I
NCOME
. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall and shall use reasonable efforts to cause each
sub-custodian
to, collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Portfolio shall be entitled either by law or pursuant to custom in
the securities business and shall credit such income, as collected, to such Portfolio
s custodian account. The Custodian shall and shall use reasonable efforts to cause each
sub-custodian
to, collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent and shall credit such income, as collected, to
such Portfolio
s custodian account. The Custodian shall and shall use reasonable efforts to cause each
sub-custodian
to, present for payment all income items requiring presentation as and
when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall and shall use reasonable efforts to cause each
sub-custodian
to, credit
income to the Portfolio as such income is received or in accordance with the Custodian
s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines
that payment will not occur in due course, and the Portfolio may be charged at the Custodians applicable rate for time credited. To the extent it is able to do so, the Custodian shall provide prior notice to a Fund of any such reversal. For
the avoidance of doubt, the Custodians failure to provide prior notice shall not give rise to any liability hereunder.
The Custodian shall promptly notify a Fund in writing by facsimile transmission, electronic communication, or in such other manner as a Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of a Fund is not received by the Custodian when due. In the event that extraordinary measures are required to collect such income, a Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such extraordinary measures. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default.
S ECTION 3.5 D ELIVERY O UT . The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall
pay out cash of a Portfolio upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.
S ECTION 3.6 E XERCISE OF R IGHTS ; T ENDER O FFERS . Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership ( Mandatory Corporate Actions ), and shall promptly notify a Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as a Fund and the Custodian may agree in writing.
In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a Voluntary Corporate Action ), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a synopsis of the offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action or a copy of the notice, if available, upon reasonable request by a Fund and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to a Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If a Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.
S ECTION 3.7 S TOCK D IVIDENDS , R IGHTS , E TC . The Custodian shall receive and collect all stock dividends, rights and other items of like nature and, upon receipt of Proper Instructions, take action with respect to the same as directed in such Proper Instructions.
S ECTION 3.8 B ORROWING . Upon receipt of Proper Instructions, the Custodian shall deliver securities of a Portfolio to lenders or their agents, or otherwise establish a segregated account as agreed to by a Fund on behalf of such Portfolio and the Custodian, as collateral for borrowings effected by such Portfolio.
S ECTION 3.9 S EGREGATED A CCOUNT . Upon the receipt of Proper Instructions, the Custodian shall establish and maintain a segregated account or segregated accounts for and on behalf of any Portfolio, into which account or accounts may be transferred cash and/or securities of the Portfolio and collateral provided to the Portfolio by its counterparties, (a) in accordance with the provisions of any agreement among a Fund, on behalf of the Portfolio, the Custodian and a broker-dealer (registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority) relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) in accordance with the provisions of any agreement among a Fund, on behalf of the Portfolio, the Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the Commodity Futures Trading Commission or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (c) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (d) for the purposes of compliance by a Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (e) for any other purpose in accordance with Proper Instructions.
S ECTION 3.10 D EPOSIT OF F UND A SSETS WITH THE U NDERLYING T RANSFER A GENT . Underlying Shares of a Fund, on behalf of a Portfolio, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. The Custodians only responsibilities with respect to the Underlying Shares shall be limited to the following:
1) |
Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Portfolio. |
2) |
Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Portfolio, the Custodian shall pay out cash of the Portfolio as so directed to purchase the Underlying Shares and record the payment from the account of the Portfolio on the Custodians books and records. |
3) |
Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Portfolio, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Portfolio on the Custodians books and records and, upon the Custodians receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodians books and records. |
S ECTION 3.11 P ROXIES . The Custodian shall deliver to a Fund all forms of proxies, all proxy solicitation materials, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of a Funds Portfolios that are received by the Custodian, any sub-custodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any sub-custodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such sub-custodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Proper Instructions, neither the Custodian nor any sub-custodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions, the Custodian shall promptly notify (subject to market practices and rules) a Fund. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder rights.
S ECTION 3.12 C OMMUNICATIONS . Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio. The Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of a Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.
S ECTION 4. P ROVISIONS R ELATING TO R ULES 17 F -5 AND 17 F -7.
S ECTION 4.1. D EFINITIONS . As used in this Agreement, the following terms have the following meanings:
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the countrys political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
Covered Foreign Country means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager.
Eligible Foreign Custodian has the meaning set forth in Section (a)(1) of Rule 17f-5.
Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.
Foreign Assets means, in relation to a Portfolio, any of the Portfolios securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Portfolio in those investments.
Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5.
Foreign Securities System means an Eligible Securities Depository listed on Schedule B.
Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.
Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.
S ECTION 4.2. T HE C USTODIAN AS F OREIGN C USTODY M ANAGER .
4.2.1 D ELEGATION . Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Portfolios held outside the United States. The Custodian hereby accepts such delegation. By giving at least 30 days prior written notice to a Fund, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to a Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated.
4.2.2 E XERCISE OF C ARE AS F OREIGN C USTODY M ANAGER . The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities on behalf of a management investment company registered under the 1940 Act. Notwithstanding the foregoing, the Custodian acting as Foreign Custody Manager of the Portfolio is subject to the Standard of Care provided in Section 14.1 of this Agreement.
4.2.3 F OREIGN C USTODY A RRANGEMENTS . The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended from time to time upon notice in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from a Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country.
4.2.4 S COPE OF D ELEGATED R ESPONSIBILITIES : Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify a Fund.
4.2.5 R EPORTING R EQUIREMENTS . The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by providing to a Funds Board an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2, make a written report to the Board containing a notification of the change.
4.2.6 C ERTIFICATION R EGARDING E LIGIBLE F OREIGN C USTODIANS . Each report presented to the Board of a Fund, on behalf of itself or its applicable Portfolio(s), by the Custodian pursuant to Section 4.2.5 above shall be accompanied by a certificate representing that (a) the Custodian has established a system to monitor the appropriateness of maintaining a Portfolios Foreign Assets with each Eligible Foreign Custodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Eligible Foreign Custodian under the sub-custodian agreement between the Custodian and the Eligible Foreign Custodian, (b) the Custodian has monitored all Eligible Foreign Custodians and each Eligible Foreign Custodian continues to be an Eligible Foreign Custodian, (c) each Eligible Foreign Custodian continues to provide the standard of care set forth in Section 4.2.2 hereof, after considering all relevant factors, including without limitation, those factors set forth in paragraph (c)(1) of Rule 17f-5, (d) all foreign custody agreements between the Custodian and the Eligible Foreign Custodians continue to meet the requirements of paragraph (c)(2) of Rule 17f-5, (e) since the submission of the last report pursuant to Section 4.2.5 above, there have been no material adverse changes to the Custodians foreign custody network or arrangements other than those reported to the Board or other governing body or entity of a Fund, on behalf of itself or its applicable Portfolios, in the accompanying report or notified to a Fund through the Custodians Global Market Bulletins, distributed to designated officers of a Fund and available on the Custodians internet client portal, my.statestreet.com (which information shall be included in the accompanying report to the Board), and (f) the information included in the report is true, accurate and complete in all material respects.
4.2.7 R EPRESENTATIONS . The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Portfolio in each Covered Foreign Country.
4.2.8 T ERMINATION BY A P ORTFOLIO OF THE C USTODIAN AS F OREIGN C USTODY M ANAGER . By giving at least 30 days prior written notice to the Custodian, a Fund, on behalf of a Portfolio, may terminate the delegation to the Custodian as the Foreign Custody Manager for the Portfolio. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Portfolio.
S ECTION 4.3 M ONITORING OF E LIGIBLE S ECURITIES D EPOSITORIES . The Custodian shall (a) provide a Fund or its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a continuing basis and promptly notify a Fund or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.
S ECTION 5. |
A CTIVITIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY H ELD O UTSIDE THE U NITED S TATES . |
S ECTION 5.1. H OLDING S ECURITIES . Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Eligible Foreign Custodian in an account that is identified as the Custodians account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Portfolio maintained in the account shall identify those securities and other financial assets as belonging to the Portfolio and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.
S ECTION 5.2. R EGISTRATION OF F OREIGN S ECURITIES . Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing provided that the use of a nominee is a customary market practice. To the extent that the use of nominee names is not customary market practice, foreign securities shall not be registered in a nominee name, and a Funds shall not have any obligation to hold harmless any such nominee where such nominee where the use is not customary market practice. Notwithstanding the foregoing, if the prior written consent of the applicable Fund is given, the applicable Fund on behalf of such Portfolio shall hold any such nominee harmless from any liability as a holder of record of such foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Portfolio under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.
S ECTION 5.3. I NDEMNIFICATION BY E LIGIBLE F OREIGN C USTODIANS . Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost or expense arising out of or in connection with the Eligible Foreign Custodians performance of its obligations. At a Funds election, a Portfolio shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Portfolio has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name.
S ECTION 5.4 B ANK A CCOUNTS .
5.4.1 G ENERAL . The Custodian shall identify on its books as for the account of the applicable Portfolio the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or
market practice does not facilitate the maintenance for the Portfolio of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Portfolio with an Eligible Foreign Custodian. The Custodian shall not maintain the cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Portfolio. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement. Cash maintained in a deposit account and denominated in an on book currency will be maintained under and subject to the laws of the Commonwealth of Massachusetts. The Custodian will not have any deposit liability for deposits in any currency that is not an on book currency.
5.4.2 N ON -U.S. B RANCH AND N ON -U.S. D OLLAR D EPOSITS . In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.
S
ECTION
5.5.
C
OLLECTION
OF
I
NCOME
. The Custodian shall use, and shall cause each Eligible Foreign Custodian to use, reasonable commercial efforts to collect all income and other payments with
respect to the Foreign Assets held hereunder to which a Portfolio shall be entitled and shall credit such income, as collected, to the applicable Portfolio. The Custodian shall make available to a Fund by electronic communication, or in such other
manner as a Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of a Fund is not receive by the Custodian when due. If extraordinary measures are required to
collect the income or payment, a Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such extraordinary measures. The Custodian shall credit income to the applicable Portfolio
as such income is received or in accordance with the Custodian
s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not
occur in due course, and the Portfolio may be charged at the Custodians applicable rate for time credited. To the extent it is able to do so, the Custodian shall provide prior notice to a Fund of any such reversal. For the avoidance of doubt,
Custodians failure to provide prior notice shall not give rise to any liability hereunder. Income on securities or other financial assets loaned other than from the Custodians securities lending program shall be credited as received.
S ECTION 5.6. T RANSACTIONS IN F OREIGN C USTODY A CCOUNT .
5.6.1 D ELIVERY O UT . The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Portfolio and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Portfolio only upon receipt of Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made. The Custodian shall make available to a Fund no later than the next succeeding business day, or at such other time or times as a Fund and the Custodian may agree in writing, daily transaction reports which shall include each days transactions in the Eligible Securities Depository for the account of each applicable Portfolio. Such transaction reports shall be made available to a Fund or any agent designated by a Fund pursuant to Proper Instructions, by electronic device or system (including without limitation, computers) or in such other manner as a Fund and the Custodian may agree in writing.
5.6.2 M ARKET C ONDITIONS . Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.
5.6.3 S ETTLEMENT P RACTICES . The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.
S ECTION 5.7 S HAREHOLDER OR B ONDHOLDER R IGHTS . The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights.
S ECTION 5.8. C OMMUNICATIONS . The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial asset assets being held
outside the United States for the account of a Portfolio. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. In non U.S. securities markets in which the Custodian offers proxy voting services, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that my exist in the country where such securities are issued. The list of countries in which proxy voting services are offered is set forth in the Client Publications. The Custodian shall also transmit promptly to a Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolios foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of a Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.
S ECTION 6. F OREIGN E XCHANGE .
S ECTION 6.1. G ENERALLY . Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
S ECTION 6.2. F UND E LECTIONS . Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies ( SSGM ), or with a sub-custodian. Where a Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, a Fund (or its Investment Advisor) instructs the Custodian, on behalf of a Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to a Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by a Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
S ECTION 6.3. F UND A CKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by a Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
(i) |
shall be acting in a principal capacity and not as broker, agent or fiduciary to a Fund or its Investment Advisor; |
(ii) |
shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to a Fund or its Investment Advisor; and |
(iii) |
shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with a Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by a Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time. |
S ECTION 6.4. T RANSACTIONS BY S TATE S TREET . The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to a Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with a Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, a Fund or the Investment Advisor.
S ECTION 6A. C ONTRACTUAL S ETTLEMENT S ERVICES ( PURCHASE /S ALES ).
S ECTION 6A.1 G ENERAL . The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio or the receipt of the proceeds of the sale or redemption of securities or other financial assets.
S ECTION 6A.2 P ROVISION OF S ERVICES . The services described in Section 6A.1 (the Contractual Settlement Services ) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or a Fund.
S ECTION 6A.3 P URCHASE C ONSIDERATION . The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or a Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.
S ECTION 6A.4 S ALES AND R EDEMPTIONS . A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been received as of the close of business on the date on which
good funds would ordinarily be immediately available in the applicable market. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
S ECTION 6A.5. R EVERSALS OF P ROVISIONAL C REDITS OR D EBITS . The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. Reporting of the occurrence of such reversal shall be made available on the Custodians internet customer portal, my.statestreet.com or otherwise upon direct notice to the Portfolio, in either case within one business day of reversal. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio.
S ECTION 7. T AX S ERVICES .
S ECTION 7.1 F UND I NFORMATION . Each Fund will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which a Fund may be entitled that is not applicable to the general nationality and category of person to which a Fund belongs under general laws and treaty obligations and documentation and information required in relation to countries where a Fund engages or proposes to engage in investment activity or where Portfolio assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and information, each Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.
S ECTION 7.2 T AX R ESPONSIBILITY . The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of a Fund or any transactions related thereto. Subject to compliance by a Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of a Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to a Fund by the Custodian or otherwise, the Custodian may apply any credit balance in a Funds deposit account to the extent necessary to satisfy such Tax
obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or a Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms Tax or Taxes means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) a Fund.
Subject to and to the extent of receipt by the Custodian of relevant and necessary documentation and information with respect to the Funds and Portfolios that the Custodian has requested, the Custodian shall perform the following services: (a) file (or cause to be filed) claims for exemptions, reductions in withholding taxes, or refunds of any tax with respect to withheld foreign (non-U.S.) taxes in instances in which such claims are appropriate; (b) withhold appropriate amounts as required by U.S. tax laws with respect to amounts received on behalf of U.S. nonresident aliens with respect to securities held in custody with the Custodian; (c) withhold or cause to be withheld, where practicable, the amount of tax which is required to be withheld under applicable tax law upon collection of any dividend, interest or other distribution with respect to any U.S. or non-U.S. securities and proceeds or income from the sale or other transfer of such securities held in custody with the Custodian; (d) maintain tax entitlement accruals for possible tax benefits available in markets of investment and monitor tax entitlements and tax reclaim accruals based on current situations in markets of investment to protect a Funds entitlements; (e) where a Fund is eligible, based upon its fiscal domicile and legal structure, coordinate tax exemption applications and reduction at source documentation requirements and file (or cause to be filed) the documentation with the appropriate market authorities on a Funds behalf; (f) file (or cause to be filed) tax reclaims for those markets in which the Custodian has notified a Fund that it offers tax reclaims on an ongoing basis on behalf of a Fund; (g) work with a Funds local tax consultants and its Eligible Foreign Custodians to maintain compliance with reporting, payment, and filing requirements; and (h) provide to a Fund such information actually received by the Custodian that could, in the Custodians reasonable belief and sole discretion, assist any of the Funds in their submission of any reports or returns with respect to taxes. Notwithstanding anything to the contrary in the foregoing, it shall be the responsibility of a Fund to notify the Custodian of the obligations imposed on a Fund or the Custodian as custodian by the tax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The Custodian shall use reasonable efforts to assist a Fund with respect to any claim for exemption or refund under the tax law of countries for which a Fund has provided sufficient information and documentation
S ECTION 7.3 T AX R ELIEF . The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications. Custodian shall reasonably monitor the availability of such tax refunds in each market and make available to the Funds the anticipated recovery amounts. Subject to the preceding sentence and compliance by a Fund with its obligations under Section 7.1, the Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on securities for the benefit of a Fund. Unless otherwise informed by a Fund, the Custodian shall be entitled to apply categorical treatment of a Fund according to its nationality, particulars of its organization and other relevant details supplied by a Fund.
S ECTION 8. P AYMENTS FOR S ALES OR R EDEMPTIONS OF P ORTFOLIO I NTERESTS .
S ECTION 8.1 P AYMENT FOR P ORTFOLIO INTERESTS I SSUED . The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from a Funds transfer agent (the Transfer Agent ) and deposit into the account of the Portfolio such payments as are received for Portfolio Interests issued or sold from time to time by a Fund. The Custodian will provide timely notification to a Fund on behalf of the Portfolio and the Transfer Agent of any receipt of the payments by the Custodian.
S ECTION 8.2 P AYMENT FOR P ORTFOLIO I NTERESTS R EDEEMED . Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Portfolio to the extent available for payment to holders of Portfolio Interests who have delivered to the Transfer Agent a request for redemption of their Portfolio Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holders Portfolio Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between a Fund and the Custodian.
S ECTION 9. P ROPER I NSTRUCTIONS .
S
ECTION
9. 1
F
ORM
AND
S
ECURITY
P
ROCEDURES
. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing
access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization
giving the instruction, provided that a Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. The Custodian may agree to accept oral instructions, and in such case oral instructions will be
considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but a Fund
s failure to do so shall not affect the Custodians authority to rely on the oral instructions.
Section 9.2 R ELIANCE ON O FFICER S C ERTIFICATE . Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officers certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of a Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.
Section 9.3 U NTIMELY P ROPER I NSTRUCTIONS . If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to
execute the Proper Instruction but will not be responsible or liable if the Custodians efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent.
S ECTION 10. A CTIONS P ERMITTED WITHOUT E XPRESS A UTHORITY .
The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each Portfolio:
1) |
Make payments to itself or others for minor expenses of handling securities or other financial assets relating to its duties under this Agreement; provided that all such payments shall be accounted to a Fund on behalf of the Portfolio; |
2) |
Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form; |
3) |
Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
4) |
In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Portfolio except as otherwise directed by the applicable Board. |
S ECTION 11. R ESERVED .
S ECTION 12. R ECORDS .
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, including without limitation subsection (f) of Rule 31a-2. In the event that the Fund requests such records and those records have been archived and the provision of such records would result in the Custodian bearing otherwise uncompensated costs for their retrieval and provision to a Fund, the Custodian and a Fund will consult regarding the proper allocation of such expense and whether such provision of records should be at the expense of the a Fund. In all other circumstances, the provision of reasonably requested records to a Fund will be at the Custodians expense.All such records shall be the property of a Fund, copies of all such records shall be furnished promptly to a Fund or any successor custodian upon request at the expense of the Fund or the Investment Advisor and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of a Fund and employees and agents of the SEC. The Custodian shall, at a Funds request, supply a Fund with a tabulation of
securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by a Fund and for such compensation as shall be agreed upon between a Fund and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of a Fund by state or federal regulatory agencies, to produce the records of a Fund or the Custodians personnel as witnesses, a Fund agrees to pay the Custodian for the Custodians reasonable time and expenses, as well as the reasonable fees and expenses of the Custodians counsel, incurred in responding to such request, order or requirement. In addition, in the event a Fund learns of pending or imminent litigation or reasonably anticipate litigation and sends a legal hold notice to the Custodian, the Custodian agrees to engage with a Fund to determine what if any relevant documents and information the Custodian has that may be subject to the hold and to take reasonable steps to preserve that information, and the cost of such steps incurred by the Custodian shall be indemnified by a Fund.
S ECTION 13. F UND S I NDEPENDENT A CCOUNTANTS ; R EPORTS .
S ECTION 13.1 O PINIONS . The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from a Funds independent accountants with respect to its activities hereunder in connection with the preparation of a Funds Form N-1A or Form N-2, as applicable, and Form N-SAR, Form N-CSR, Form N-CEN, Form N-PORT or other annual reports to the SEC and with respect to any other requirements thereof.
S ECTION 13.2 R EPORTS . Upon reasonable request of a Fund, the Custodian shall provide a Fund with a copy of the Custodians Service Organizational Control (SOC) 1 reports (or any comparable successor reports) prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide a Fund with such reports as a Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request to a Fund, the Custodian shall also provide to a Fund sub-certifications in connection with Sarbanes Oxley Act of 2002 certification requirements.
S ECTION 14. C USTODIAN S S TANDARD OF C ARE ; E XCULPATION .
14.1 S TANDARD OF C ARE . In carrying out the provisions of this Agreement, the Custodian shall act in good faith and without negligence, fraud, or willful misconduct and agrees to and shall be held to the exercise of reasonable care , skill and diligence of a professional provider of custody services to mutual funds in carrying out all of its duties and obligations under this Agreement. ( Standard of Care ). The Standard of Care shall apply to the performance of all of Custodians obligations under this Agreement, and notwithstanding any disclaimers of liability to a Fund contained herein other than Section 14.7, the Custodian shall not be absolved of liability for any loss to the extent such loss results from a breach by Custodian of the Standard of Care in the discharge of its obligations under this Agreement. The Custodian shall assume no responsibility and shall be without liability for any loss, liability, claim or expense suffered or incurred by a Fund unless caused
by the Custodians breach of the Standard of Care.
14.2 R ELIANCE ON P ROPER I NSTRUCTIONS . The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from a Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that it has received any required clarification or authentication of Proper Instructions. In the event the Custodian decides to refrain from acting on any Proper Instructions it shall communicate to a Fund within a reasonable period of time and request any additional clarification or authentication that it reasonably requires. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund.
14.3 O THER R ELIANCE . The Custodian is authorized and instructed to rely upon the information that the Custodian receives from a Fund or any third party on behalf of a Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by a Fund arising from the performance of the Custodians duties hereunder in reliance upon records that were maintained for a Fund by any individual or organization, other than the Custodian, prior to the Custodians appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon advice of counsel at the Custodians expense (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to the advice; provided however, with respect to the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the Standard of Care set forth in Section 14.1.
14.4 L IABILITY FOR F OREIGN C USTODIANS . The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which a Fund elects to invest.
14.5 I NSOLVENCY AND C OUNTRY R ISK . The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an on book currency, or (c) any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk.
14.6 F ORCE M AJEURE AND T HIRD P ARTY A CTIONS . The Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications
disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts (a Force Majeure Event); (b) errors by any Fund, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or domestic sub-custodian designated pursuant to Section 2.2; (d) the failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodians operational policies and procedures that have been made available to such person; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodians sub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, any Portfolio, the Custodians sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
14.7 I NDIRECT /S PECIAL /C ONSEQUENTIAL D AMAGES . Notwithstanding any other provision set forth herein, in no event shall any party to this Agreement be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a party hereunder, the other party shall (i) promptly notify the other party of the occurrence of such event and (ii) use its commercially reasonable efforts or cause any sub-custodian to use its commercially reasonable efforts to mitigate the effects of such event and to avoid continuing harm to such party.
14.8 D ELIVERY OF P ROPERTY . The Custodian shall not be responsible for any securities or other assets of a Portfolio which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.
14.9 N O I NVESTMENT A DVICE . The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor or by an Portfolio. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or a Portfolio or on its behalf.
14.10 C OMMUNICATIONS . The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Portfolio at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power.
14.11 L OANED S ECURITIES . Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide a Fund with such information or data as may be necessary to assist a Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled.
14.12
T
RADE
C
OUNTERPARTIES
. A Funds receipt
of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at
a Funds sole risk, and the Custodian shall not be obligated to make demands on a Funds behalf if a Fund
s counterparty defaults. If a Funds counterparty fails to deliver securities, other financial assets or
cash, the Custodian will, as its sole responsibility, notify a Funds Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.
S ECTION 15. C OMPENSATION AND I NDEMNIFICATION OF C USTODIAN ; S ECURITY I NTEREST .
S ECTION . 15.1 C OMPENSATION . The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.
S ECTION 15.2 I NDEMNIFICATION . Each Portfolio agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in good faith in accordance with the Standard of Care provided for in this Agreement, including, without limitation, (a) the Custodians compliance with Proper Instructions and (b) in connection with the provision of services to a Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against a Fund, the Portfolio or the Custodian as custodian of the assets of a Fund or the Portfolio. If a Fund on behalf of a Portfolio instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to a Fund or the Portfolio being liable therefor, a Fund on behalf of the Portfolio, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodians request such further indemnification in an amount and form satisfactory to the Custodian.
S ECTION 15.3 S ECURITY I NTEREST . Each Fund hereby grants to the Custodian, to secure the payment and performance of a Funds obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities
and other financial assets at any time held for the account of a Portfolio by or through the Custodian. The obligations include, without limitation, a Funds obligations to reimburse the Custodian if the Custodian or any of its affiliates, subsidiaries or agents advances cash or securities or other financial assets to a Fund for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominees own negligence, as well as a Funds obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should a Fund fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Portfolios assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure a Funds payment or reimbursement obligations, whether contingent or otherwise.
S ECTION 16. E FFECTIVE P ERIOD AND T ERMINATION .
S ECTION 16.1 T ERM . This Agreement shall remain in full force and effect for an initial term ending June 1, 2023. After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the initial term or any renewal term, as the case may be. A written notice of non-renewal may be given as to a Fund or a Portfolio.
S ECTION 16.2 T ERMINATION . Either party may terminate this Agreement as to a Fund or a Portfolio: (a) in the event of the other partys material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within 60 days written notice being given by the non-breaching party of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.
S ECTION 16.3 P AYMENTS O WING TO THE C USTODIAN . Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other fees, expenses and charges. In the event of: (a) any Funds termination of this Agreement with respect to such Fund or a Portfolio of the Fund for any reason other than as set forth in Section 16.1 or 16.2 or (b) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay to the Custodian any compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to the Fund or Portfolio) and shall reimburse the Custodian for its other fees, expenses and
charges. Upon receipt of such payment and reimbursement, the Custodian will deliver the Funds or Portfolios cash and its securities and other financial assets as set forth in Section 17.
S ECTION 16.4 E XCLUSIONS . No payment will be required pursuant to clause (b) of Section 16.3 in the event of any transaction consisting of (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of the Funds or Portfolios assets as a result of the Boards determination in its reasonable business judgment that the Fund or Portfolio is no longer viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another organization or series, or (c) the sale by a Fund or Portfolio of all or substantially all of its assets to another organization or series and, in the case of a transaction referred to in the foregoing clause (b) or (c) the Custodian is retained to continue providing services to the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement.
S ECTION 16.5 E FFECT OF T ERMINATION . Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Following termination with respect to a Fund or Portfolio, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement.
S ECTION 17. S UCCESSOR C USTODIAN .
S ECTION 17.1 S UCCESSOR A PPOINTED . If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.
S ECTION 17.2 N O S UCCESSOR A PPOINTED . If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Portfolio in accordance with the Proper Instructions.
S ECTION 17.3 N O S UCCESSOR A PPOINTED AND N O P ROPERTY I NSTRUCTIONS . If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a bank as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other financial assets of the Portfolio held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust
company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Portfolio.
S ECTION 17.4 R EMAINING P ROPERTY . If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.
S ECTION 17.5 R ESERVES . Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of a Fund or Portfolio as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of a Fund or Portfolio secured by a security interest or right of recoupment or setoff in favor of the Custodian.
S ECTION 18. R EMOTE A CCESS S ERVICES A DDENDUM . The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
S ECTION 19. L OAN S ERVICES A DDENDUM . If a Fund directs the Custodian in writing to perform loan services, the Custodian and a Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by a Fund and the Custodian.
S ECTION 20. G ENERAL .
S ECTION 20.1 G OVERNING L AW . Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the State of New York, without giving effect to any conflict of laws rules. Likewise, the law applicable to all issues in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary is the law in force in the State of New York.
S ECTION 20.2 [ RESERVED ]
S ECTION 20.3 P RIOR AG REEMENTS ; A MENDMENTS . This Agreement supersedes all prior agreements between each Fund on behalf of each of a Funds Portfolios and the Custodian relating to the custody of a Funds assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
S ECTION 20.4 A SSIGNMENT ; D ELEGATION . This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund, except that the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to an affiliate of the Custodian. The Custodian shall retain
the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a Delegate and collectively, the Delegates ) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.
S ECTION 20.5 I NTERPRETIVE AND A DDITIONAL P ROVISIONS . In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Funds organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.
S ECTION 20.6 A DDITIONAL F UNDS AND P ORTFOLIOS .
20.6.1 A DDITIONAL F UND . If any management investment company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.
20.6.2 A DDITIONAL P ORTFOLIO . If any Fund establishes a series in addition to the Portfolios set forth on Appendix A with respect to which a Fund desires the Custodian to render services as custodian under the terms of this Agreement, a Fund shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the series shall become a Portfolio hereunder.
S ECTION 20.7 T HE P ARTIES ; R EPRESENTATIONS AND W ARRANTIES . All references in this Agreement to the Fund are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the Portfolio are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to the parties shall mean the Custodian and such other individual Fund as to which the matter pertains.
20.7.1 F UND R EPRESENTATIONS AND W ARRANTIES . Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair a Funds ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of a Fund or any law or regulation applicable to it.
20.7.2 C USTODIAN R EPRESENTATIONS AND W ARRANTIES . The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodians ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.
S ECTION 20.8 N OTICES . Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
To any Fund: |
I NVESCO A DVISERS , I NC . |
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Attn: President and General Counsel of the Funds |
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11 Greenway Plaza, suite 1000 |
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Houston, Texas 77046 |
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713-626-1919 |
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To the Custodian: |
S TATE S TREET B ANK AND T RUST C OMPANY |
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1 Iron Street |
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Boston MA 02110 |
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Attention: Sheldon Warrick, Managing Director |
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Telephone: 617-664-3409 |
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with a copy to: |
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S TATE S TREET B ANK AND T RUST C OMPANY |
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Legal Division
|
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One Lincoln Street |
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Boston, MA 02111 |
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Attention: Senior Vice President and Senior Managing Counsel |
S ECTION 20.9 C OUNTERPARTS . This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement . Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.
S ECTION 20.10 S EVERABILITY ; N O WA IVER . If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
S ECTION 20.11 C ONFIDENTIALITY . All information provided under this Agreement ( Confidential Information ) by a party (the Disclosing Party) to the other party (the Receiving Party) regarding the Disclosing Partys business and operations shall be treated as confidential. Subject to Section 20.12 below, all Confidential Information provided under this Agreement by the Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Partys other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. In addition, the Receiving Party will exercise at least the degree of care that a Party exercises with respect to maintaining the confidentiality of its own proprietary or confidential information that it desires not to be disclosed to a third party but in no event less than a commercially reasonable degree of care. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld .
S ECTION 20.12 U SE OF D ATA .
(a) |
In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its parent company, branches and affiliates ( Affiliates )) may collect and store information regarding a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between a Fund and the Custodian or any of its Affiliates and (ii) to carry out |
management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. |
(b) |
Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement. |
S
ECTION
20.13
D
ATA
P
RIVACY
. The Custodian will implement
and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds shareholders, employees, directors and officers that the Custodian receives, stores, maintains,
processes or otherwise accesses in connection with the provision of services hereunder. The term,
personal information
, as used in this Section, means (a) an individual
s name (first initial and
last name or first name and last name), address or telephone number plus (i) Social Security number, (ii) drivers license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial
account number or (vi) personal identification number or password that would permit access to a persons account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individuals
account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
S ECTION 20.14 R EPRODUCTION OF D OCUMENTS . This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
S ECTION 20.15 R EGULATION GG . Each Fund represents and warrants that it does not engage in an Internet gambling business, as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that restricted transactions, as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
S ECTION 20.16 S HAREHOLDER C OMMUNICATIONS E LECTION . SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable,
the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Funds name, address, and share position to requesting companies whose securities a Fund owns. If a Fund tells the Custodian no, the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian yes or does not check either yes or no below, the Custodian is required by the rule, as applicable, to treat a Fund as consenting to disclosure of this information for all securities owned by a Fund or any funds or accounts established by a Fund. For a Funds protection, the Rule, as applicable, prohibits the requesting company from using a Funds name and address for any purpose other than corporate communications. Please indicate below whether a Fund consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release a Funds name, address, and share positions.
NO [X] The Custodian is not authorized to release a Funds name, address, and share positions.
S ECTION 20.17 P ORTFOLIO BY P ORTFOLIO B ASIS . This Agreement is executed by a Fund with respect to each of its Portfolios and the obligations hereunder are not binding upon any of the directors, officers or shareholders of a Fund individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of a particular Portfolio under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, such particular Portfolio and shall be payable solely from the available assets of such particular Portfolio and shall not be binding upon or affect any assets of any other Portfolio.
S IGNATURE P AGE
I N W ITNESS W HEREOF , each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.
EACH OF THE MANAGEMENT INVESTMENT COMPANIES AND SERIES SET FORTH ON APPENDIX A HERETO
By: |
/s/ Sheri Morris |
|
Name: Sheri Morris |
||
Title: President |
STATE STREET BANK AND TRUST COMPANY
By: |
/s/ Andrew Erickson |
Name: |
Andrew Erickson |
|
Title: |
Executive Vice President |
Master Custodian Agreement
APPENDIX A
TO
M ASTER C USTODIAN A GREEMENT
AIM C OUNSELOR S ERIES T RUST (I NVESCO C OUNSELOR S ERIES T RUST )
Invesco American Franchise Fund
Invesco Low Volatility Equity Yield Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Small Cap Discovery Fund
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco S&P 500 Index Fund
Invesco Strategic Real Return Fund
AIM E QUITY F UNDS (I NVESCO E QUITY F UNDS )
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund
AIM G ROWTH S ERIES (I NVESCO G ROWTH S ERIES )
Invesco Alternative Strategies Fund*
Invesco Balanced-Risk Retirement 2020 Fund*
Invesco Balanced-Risk Retirement 2030 Fund*
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund*
Invesco Multi-Asset Inflation Fund*
Invesco Peak Retirement 2015 Fund*
Invesco Peak Retirement 2020 Fund*
Invesco Peak Retirement 2025 Fund*
Invesco Peak Retirement 2030 Fund*
Invesco Peak Retirement 2035 Fund*
Invesco Peak Retirement 2040 Fund*
Invesco Peak Retirement 2045 Fund*
Invesco Peak Retirement 2050 Fund*
Invesco Peak Retirement 2055 Fund*
Invesco Peak Retirement 2060 Fund*
Invesco Peak Retirement 2065 Fund*
Invesco Peak Retirement Now Fund*
Invesco Small Cap Growth Fund
Invesco Balanced-Risk Retirement 2040 Fund*
Invesco Balanced-Risk Retirement 2050 Fund*
Invesco Balanced-Risk Retirement Now Fund*
Information Classification: Limited Access
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 Quality Income Fund
AIM I NTERNATIONAL M UTUAL F UNDS (I NVESCO I NTERNATIONAL M UTUAL F UNDS )
Invesco European Growth Fund
Invesco Global Opportunities Fund
Invesco Global Responsibility Equity Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International companies Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund
Invesco Asia Pacific Growth Fund
Invesco Global Growth Fund
Invesco International Core Equity Fund
AIM I NVESTMENT F UNDS (I NVESCO I NVESTMENT F UNDS )
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Emerging Markets Equity Fund
Invesco Global Market Neutral Fund
Invesco Greater China Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Multi-Asset Income Fund
Invesco Select Companies Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Targeted Returns Fund
Invesco Health Care Fund
Invesco Long/Short Equity Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco U.S. Managed Volatility Fund
Invesco World Bond Fund
AIM I NVESTMENT S ECURITIES F UNDS (I NVESCO I NVESTMENT S ECURITIES F UNDS )
Invesco High Yield Fund
Invesco Real Estate Fund
Invesco Short Duration Inflation Protected Fund
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund
Information Classification: Limited Access
AIM S ECTOR F UNDS (I NVESCO S ECTOR F UNDS )
Invesco Comstock Fund
Invesco Dividend Income Fund
Invesco Gold & Precious Metals Fund
Invesco Technology Fund
Invesco American Value Fund
Invesco Energy Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
AIM T AX E XEMPT F UNDS (I NVESCO T AX - EXEMPT F UNDS )
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Intermediate Term Municipal Income Fund
Invesco High Yield Municipal Fund
Invesco Limited Term Municipal Income Fund
AIM V ARIABLE I NSURANCE F UNDS (I NVESCO V ARIABLE I NSURANCE F UNDS )
Invesco V.I. American Franchise Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Health Care Fund
Invesco V.I. High Yield Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Technology Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. International Growth 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. Value Opportunities Fund*
I NVESCO S ECURITIES T RUST
Invesco Balanced-Risk Aggressive Allocation Fund
CLOSED END FUNDS
Information Classification: Limited Access
I NVESCO A DVANTAGE M UNICIPAL I NCOME T RUST II
I NVESCO B OND F UND
I NVESCO C ALIFORNIA V ALUE M UNICIPAL I NCOME T RUST I NVESCO E XCHANGE F UND
I NVESCO H IGH I NCOME 2023 T ARGET T ERM F UND
I NVESCO H IGH I NCOME 2024 T ARGET T ERM F UND
I NVESCO H IGH I NCOME T RUST II
I NVESCO M UNICIPAL I NCOME O PPORTUNITIES T RUST
I NVESCO M UNICIPAL O PPORTUNITY T RUST
I NVESCO M UNICIPAL T RUST
I NVESCO P ENNSYLVANIA V ALUE M UNICIPAL I NCOME T RUST I NVESCO Q UALITY M UNICIPAL I NCOME T RUST
I NVESCO T RUST F OR I NVESTMENT G RADE M UNICIPALS
I NVESCO T RUST F OR I NVESTMENT G RADE N EW Y ORK M UNICIPALS I NVESCO V ALUE M UNICIPAL I NCOME T RUST
WHOLLY - OWNED CAYMAN SUBSIDIARIES
I NVESCO C AYMAN C OMMODITY F UND I L TD
I NVESCO C AYMAN C OMMODITY F UND III L TD .
I NVESCO C AYMAN C OMMODITY F UND IV L TD .
I NVESCO C AYMAN C OMMODITY F UND V L TD .
I NVESCO C AYMAN C OMMODITY F UND VI L TD .
I NVESCO C AYMAN C OMMODITY F UND VII L TD .
I NVESCO E MERGING M ARKETS F LEXIBLE B OND C AYMAN L TD .
I NVESCO M ULTI - ASSET I NCOME C AYMAN L TD .
* Each a fund of funds for purposes of the Fee Schedule
Information Classification: Limited Access
AMENDMENT NO. 10
TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
This Amendment dated as of January 1, 2019, amends the Second Amended and Restated Master Administrative Services Agreement (the Agreement), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Equity Funds (Invesco Equity Funds), a Delaware statutory trust is hereby amended as follows:
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to change to the fee structure under the Agreement;
NOW, THEREFORE, the parties agree that;
1. |
Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following: |
APPENDIX A
TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE
SERVICES AGREEMENT OF
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
Portfolios |
Effective Date of Agreement |
|
Invesco Charter Fund |
July 1, 2006 | |
Invesco Diversified Dividend Fund |
July 1, 2006 | |
Invesco Summit Fund |
April 30, 2008 |
The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:
Rate* |
Invesco Fund Complex Net Assets** | |
0.0175% |
First $100 billion | |
0.0150% |
Next $100 billion | |
0.0135% |
Next $100 billion | |
0.0125% |
Next $100 billion | |
0.010% |
Over $400 billion |
* |
The fee will be paid monthly at 1/12 of the annualized effective fee rate based on the average assets under management of the Invesco Fund Complex Net Assets of the prior month not to exceed 0.0140% through June 30, 2019. |
** |
Invesco Fund Complex Net Assets means the aggregate monthly net assets of each mutual fund and closed-end fund in the Invesco Fund complex overseen by the Invesco Funds Board. |
2. |
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers on the date first written above.
INVESCO ADVISERS, INC. | ||||||||
Attest: | /s/ Peter Davidson | By: | /s/ Jeffrey H. Kupor | |||||
Assistant Secretary | Jeffrey H. Kupor | |||||||
Senior Vice President |
(SEAL) | ||||||||
AIM EQUITY FUNDS | ||||||||
(INVESCO EQUITY FUNDS) | ||||||||
Attest: | /s/ Peter Davidson | By: | /s/ Jeffrey H. Kupor | |||||
Assistant Secretary | Jeffrey H. Kupor | |||||||
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/ Jeffrey H. Kupor |
|||
Title: | Senior Vice President | |||
INVESCO ADVISERS, INC. | ||||
By: |
/s/ Jeffrey H. Kupor |
|||
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, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Invesco California Tax-Free Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Core Plus Bond Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.75% | December 16, 2016 | December 31, 2019 | ||||||||||||
Class C Shares |
Contractual | 1.50% | December 16, 2016 | December 31, 2019 | ||||||||||||
Class R Shares |
Contractual | 1.00% | December 16, 2016 | December 31, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2019 | ||||||||||||
Class Y Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2019 | ||||||||||||
Invesco Equally-Weighted S&P 500 Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Equity and Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Floating Rate Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | April 14, 2006 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.00% | April 14, 2006 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 1.75% | April 14, 2006 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | April 14, 2006 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | October 3, 2008 | June 30, 2019 | ||||||||||||
Invesco Global Real Estate Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Invesco Growth and Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 |
See page 16 for footnotes to Exhibit A.
3
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Low Volatility Equity Yield Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Pennsylvania Tax Free Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco S&P 500 Index Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Short Duration High Yield Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.79% | September 30, 2015 | December 31, 2019 | ||||||||||||
Class C Shares |
Contractual | 1.54% | September 30, 2015 | December 31, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 0.54% | September 30, 2015 | December 31, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 0.54% | April 4, 2017 | December 31, 2019 | ||||||||||||
Class Y Shares |
Contractual | 0.54% | September 30, 2015 | December 31, 2019 | ||||||||||||
Invesco Small Cap Discovery Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Strategic Real Return Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.82% less net AFFE* | April 30, 2014 | December 31, 2019 | ||||||||||||
Class C Shares |
Contractual | 1.57% less net AFFE* | April 30, 2014 | December 31, 2019 | ||||||||||||
Class R Shares |
Contractual | 1.07% less net AFFE* | April 30, 2014 | December 31, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | December 31, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | December 31, 2019 | ||||||||||||
Class Y Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | December 31, 2019 | ||||||||||||
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, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 |
See page 16 for footnotes to Exhibit A.
4
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Diversified Dividend Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2019 | ||||||||||||
Invesco Summit Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class P Shares |
Contractual | 1.85% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
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, 2019 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Invesco Global Core Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.22% | January 1, 2017 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.97% | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 1.47% | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.97% | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.97% | April 4, 2017 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.97% | January 1, 2017 | April 30, 2020 | ||||||||||||
Invesco International Small Company Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Invesco Small Cap Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
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, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2020 |
See page 16 for footnotes to Exhibit A.
5
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Balanced-Risk Retirement 2020 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2020 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Invesco Balanced-Risk Retirement 2030 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2020 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Invesco Balanced-Risk Retirement 2040 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2020 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Invesco Balanced-Risk Retirement 2050 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2020 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Invesco Balanced-Risk Retirement Now Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2020 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2020 | ||||||||||||
Invesco Conservative Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 |
See page 16 for footnotes to Exhibit A.
6
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Convertible Securities Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Global Low Volatility Equity Yield Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | May 1, 2016 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | May 1, 2016 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | May 1, 2016 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2019 | ||||||||||||
Invesco Growth Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class S Shares |
Contractual | 1.90% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Income Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | May 1, 2012 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.00% | May 1, 2012 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 0.50% | May 1, 2012 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | April 4, 2017 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2020 | ||||||||||||
Invesco International Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | May 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.50% | May 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Mid Cap Core Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Invesco Moderate Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Multi-Asset Inflation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.02% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.77% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 1.27% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.77% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.77% less net AFFE* | January 1, 2017 | April 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.77% less net AFFE* | January 1, 2017 | April 30, 2020 |
See page 16 for footnotes to Exhibit A.
7
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Peak Retirement 2015 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Invesco Peak Retirement 2020 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Invesco Peak Retirement 2025 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Invesco Peak Retirement 2030 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Invesco Peak Retirement 2035 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Invesco Peak Retirement 2040 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Invesco Peak Retirement 2045 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Invesco Peak Retirement 2050 Fund |
||||||||
Class A Shares |
Contractual | 0.81% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class C Shares |
Contractual | 1.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R Shares |
Contractual | 1.06% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R5 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class R6 Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 | ||||
Class Y Shares |
Contractual | 0.56% less net AFFE* | December 18, 2017 | April 30, 2020 |
See page 16 for footnotes to Exhibit A.
8
See page 16 for footnotes to Exhibit A.
9
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco European Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2019 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2009 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||
Investor Class Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||
Invesco Global Growth Fund |
||||||||
Class A Shares |
Contractual | 1.22% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 1.97% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 0.97% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 0.97% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 0.97% | January 1, 2017 | February 29, 2020 | ||||
Invesco Global Opportunities Fund |
||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 0.77% | January 1, 2017 | February 29, 2020 | ||||
Invesco Global Small & Mid Cap Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||
Invesco Global Responsibility Equity |
||||||||
Fund |
||||||||
Class A Shares |
Contractual | 0.85% | June 30, 2016 | February 29, 2020 | ||||
Class C Shares |
Contractual | 1.60% | June 30, 2016 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.10% | June 30, 2016 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 0.60% | June 30, 2016 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 0.60% | June 30, 2016 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 0.60% | June 30, 2016 | February 29, 2020 | ||||
Invesco International Select Equity Fund |
||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | February 29, 2020 | ||||
Invesco International Core Equity Fund |
||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | February 29, 2020 | ||||
Investor Class Shares |
Contractual | 1.12% | January 1, 2017 | February 29, 2020 | ||||
Invesco International Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2019 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2019 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2013 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2019 |
See page 16 for footnotes to Exhibit A.
10
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Select Opportunities Fund |
||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 0.77% | January 1, 2017 | February 29, 2020 | ||||
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 29, 2020 | ||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | February 29, 2020 | ||||
Invesco Balanced-Risk Allocation Fund 2 |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||
Invesco Balanced-Risk Commodity Strategy Fund 3 |
||||||||
Class A Shares |
Contractual | 1.40% less net AFFE* | September 20, 2018 | February 28, 2020 | ||||
Class C Shares |
Contractual | 2.15% less net AFFE* | September 20, 2018 | February 28, 2020 | ||||
Class R Shares |
Contractual | 1.65% less net AFFE* | September 20, 2018 | February 28, 2020 | ||||
Class R5 Shares |
Contractual | 1.15% less net AFFE* | September 20, 2018 | February 28, 2020 | ||||
Class R6 Shares |
Contractual | 1.15% less net AFFE* | September 20, 2018 | February 28, 2020 | ||||
Class Y Shares |
Contractual | 1.15% less net AFFE* | September 20, 2018 | February 28, 2020 | ||||
Invesco Developing Markets Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||
Invesco Emerging Markets Select Equity Fund |
||||||||
Class A Shares |
Contractual | 1.33% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | February 29, 2020 | ||||
Invesco Emerging Markets Flexible Bond Fund |
||||||||
Class A Shares |
Contractual | 1.24% | June 14, 2010 | February 29, 2020 | ||||
Class C Shares |
Contractual | 1.99% | June 14, 2010 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.49% | June 14, 2010 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 0.99% | June 14, 2010 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 0.99% | September 24, 2012 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 0.99% | June 14, 2010 | February 29, 2020 |
See page 16 for footnotes to Exhibit A.
11
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, 2019 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||
Invesco Health Care Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||
Invesco Global Infrastructure Fund |
||||||||
Class A Shares |
Contractual | 1.28% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 2.03% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.53% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 1.03% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 1.03% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 1.03% | January 1, 2017 | February 29, 2020 | ||||
Invesco Global Market Neutral Fund |
||||||||
Class A Shares |
Contractual | 1.50% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | February 29, 2020 | ||||
Invesco Global Targeted Returns Fund 4 |
||||||||
Class A Shares |
Contractual | 1.44% less net AFFE* | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 29, 2020 | ||||
Invesco Greater China Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||
Invesco Long/Short Equity Fund |
||||||||
Class A Shares |
Contractual | 1.59% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 2.34% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.84% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 1.34% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 1.34% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 1.34% | January 1, 2017 | February 29, 2020 | ||||
Invesco Low Volatility Emerging Markets Fund |
||||||||
Class A Shares |
Contractual | 1.33% | January 1, 2017 | February 29, 2020 | ||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | February 29, 2020 | ||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | February 29, 2020 | ||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | February 29, 2020 | ||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | February 29, 2020 | ||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | February 29, 2020 |
See page 16 for footnotes to Exhibit A.
12
See page 16 for footnotes to Exhibit A.
13
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Global Real Estate Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||
Invesco High Yield Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2019 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2019 | ||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2019 | ||||
Invesco Short Duration Inflation Protected Fund |
||||||||
Class A Shares |
Contractual | 0.55% | December 31, 2015 | June 30, 2019 | ||||
Class A2 Shares |
Contractual | 0.45% | December 31, 2015 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2019 | ||||
Invesco Real Estate Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||
Invesco Short Term Bond Fund |
||||||||
Class A Shares |
Contractual | 1.40% | July 1, 2013 | June 30, 2019 | ||||
Class C Shares |
Contractual | 1.75% 6 | July 1, 2013 | June 30, 2019 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2019 | ||||
Invesco U.S. Government Fund 7 |
||||||||
Class A Shares |
Contractual | 1.01% | July 1, 2018 | June 30, 2019 | ||||
Class C Shares |
Contractual | 1.76% | July 1, 2018 | June 30, 2019 | ||||
Class R Shares |
Contractual | 1.26% | July 1, 2018 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 0.76% | July 1, 2018 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 0.76% | July 1, 2018 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 0.76% | July 1, 2018 | June 30, 2019 | ||||
Investor Class Shares |
Contractual | 1.01% | July 1, 2018 | June 30, 2019 | ||||
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, 2019 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2019 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2019 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2019 |
See page 16 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, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Energy Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Invesco Dividend Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | September 1, 2016 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2019 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2019 | ||||||||||||
Invesco Gold & Precious Metals Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2019 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2019 | ||||||||||||
Invesco Mid Cap Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | August 1, 2015 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | August 1, 2015 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | August 1, 2015 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2019 | ||||||||||||
Invesco Small Cap Value Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | February 7, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Technology Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Technology Sector Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | February 12, 2010 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | February 12, 2010 | June 30, 2019 | ||||||||||||
Invesco Value Opportunities Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 |
See page 16 for footnotes to Exhibit A.
15
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, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Intermediate Term Municipal Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.84% | July 1, 2016 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 1.59% | July 1, 2016 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 0.59% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 0.59% | July 1, 2016 | June 30, 2019 | ||||||||||||
Invesco Municipal Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2019 | ||||||||||||
Investor Class |
Contractual | 1.50% | July 15, 2013 | June 30, 2019 | ||||||||||||
Invesco New York Tax Free Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Limited Term Municipal Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class A2 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class C Shares |
Contractual | 2.25% | June 30, 2013 | June 30, 2019 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2019 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco Management Trust |
|
|||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Conservative Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.40% | April 2, 2018 | April 30, 2020 | ||||||||||||
Institutional Class |
Contractual | 0.30% | January 1, 2018 | April 30, 2020 | ||||||||||||
Invesco Securities Trust |
|
|||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Balanced-Risk Aggressive Allocation Fund |
Contractual | 1.11% less net AFFE* | March 1, 2019 | February 29, 2020 |
* |
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. |
7 |
Invesco U.S. Government Fund will change its name to Invesco Income Fund effective on or about July 26, 2018. |
16
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, 2019 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2019 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2019 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2019 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2019 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2019 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2019 | ||||||||||||
Invesco Liquid Assets Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2019 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2019 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2019 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2019 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2019 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2019 | ||||||||||||
Resource Class |
Contractual | 0.38% | June 1, 2016 | December 31, 2019 | ||||||||||||
Invesco STIC Prime Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2019 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2019 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2019 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2019 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2019 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2019 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2019 | ||||||||||||
Invesco Tax-Free Cash Reserve Portfolio 2 |
||||||||||||||||
Cash Management Class |
Contractual | 0.28% | June 1, 2016 | December 31, 2019 | ||||||||||||
Corporate Class |
Contractual | 0.23% | June 1, 2016 | December 31, 2019 | ||||||||||||
Institutional Class |
Contractual | 0.20% | June 1, 2016 | December 31, 2019 | ||||||||||||
Personal Investment Class |
Contractual | 0.75% | June 1, 2016 | December 31, 2019 | ||||||||||||
Private Investment Class |
Contractual | 0.45% | June 1, 2016 | December 31, 2019 | ||||||||||||
Reserve Class |
Contractual | 1.07% | June 1, 2016 | December 31, 2019 | ||||||||||||
Resource Class |
Contractual | 0.36% | June 1, 2016 | December 31, 2019 | ||||||||||||
Invesco Treasury Obligations Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2019 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2019 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2019 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2019 | ||||||||||||
Private Investment Class |
Contractual | 0.43% | June 1, 2016 | December 31, 2019 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2019 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2019 | ||||||||||||
Invesco Treasury Portfolio |
||||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2019 | ||||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2019 | ||||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2019 | ||||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2019 | ||||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2019 | ||||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2019 | ||||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2019 |
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. |
17
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, 2019 | ||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2019 | ||||||||
Invesco V.I. American Value Fund |
||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||
Invesco V.I. Balanced-Risk Allocation Fund 1 |
||||||||||||
Series I Shares |
Contractual | 0.80% less net AFFE* | May 1, 2014 | April 30, 2020 | ||||||||
Series II Shares |
Contractual | 1.05% less net AFFE* | May 1, 2014 | April 30, 2020 | ||||||||
Invesco V.I. Comstock Fund |
||||||||||||
Series I Shares |
Contractual | 0.78% | May 1, 2013 | April 30, 2020 | ||||||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2020 | ||||||||
Invesco V.I. Core Equity Fund |
||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2019 | ||||||||
Invesco V.I. Core Plus Bond Fund |
||||||||||||
Series I Shares |
Contractual | 0.61% | April 30, 2015 | April 30, 2020 | ||||||||
Series II Shares |
Contractual | 0.86% | April 30, 2015 | April 30, 2020 | ||||||||
Invesco V.I. Diversified Dividend Fund |
||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2019 | ||||||||
Invesco V.I. Equally-Weighted S&P 500 Fund |
||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||
Invesco V.I. Equity and Income Fund |
||||||||||||
Series I Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2019 | ||||||||
Invesco V.I. Global Core Equity Fund |
||||||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2019 | ||||||||
Invesco V.I. Health Care Fund |
||||||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2019 | ||||||||
Invesco V.I. Global Real Estate Fund |
||||||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2019 | ||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2019 |
1 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. |
18
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, 2019 | ||||||||||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2019 | ||||||||||||
Invesco V.I. Government Securities Fund |
||||||||||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2013 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2019 | ||||||||||||
Invesco V.I. Growth and Income Fund |
||||||||||||||||
Series I Shares |
Contractual | 0.78% | May 1. 2013 | April 30, 2020 | ||||||||||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2020 | ||||||||||||
Invesco V.I. High Yield Fund |
||||||||||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2014 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 1.75% | May 1, 2014 | June 30, 2019 | ||||||||||||
Invesco V.I. International Growth Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco V.I. Managed Volatility Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2015 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2015 | June 30, 2019 | ||||||||||||
Invesco V.I. Mid Cap Core Equity Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2019 | ||||||||||||
Invesco V.I. Mid Cap Growth Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2019 | ||||||||||||
Invesco V.I. S&P 500 Index Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2019 | ||||||||||||
Invesco V.I. Small Cap Equity Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2019 | ||||||||||||
Invesco V.I. Technology Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2019 | ||||||||||||
Invesco V.I. Value Opportunities Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2019 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 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. |
19
MEMORANDUM OF AGREEMENT
(Advisory Fee Waivers)
This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an Exhibit or, collectively the Exhibits), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurers Series Trust (Invesco Treasurers Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income 2023 Target Term Fund, Invesco High Income 2024 Target Term Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Senior Income Trust, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals and Invesco Value Municipal Income Trust (each a Trust or, collectively, the Trusts), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the Funds), and Invesco Advisers, Inc. (Invesco). Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Invesco agrees that until at least the expiration date set forth on Exhibit A (the Expiration Date) and with respect to those Funds listed on the Exhibit, Invesco will waive its advisory fees at the rate set forth on the Exhibit.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows:
1. |
Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit B occurs, as such Exhibit B is amended from time to time, Invesco will waive advisory fees payable by an Investing Fund (defined below) in an amount equal to 100% of the net advisory fee Invesco receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Fund invests (the Waiver). |
i. |
Invescos Fund Accounting Group will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Fund during the previous month in an Affiliated Money Market Fund. |
ii. |
The Waiver will not apply to those Investing Funds that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers. |
iii. |
The Waiver will not apply to cash collateral for securities lending. |
For purposes of the paragraph above, the following terms shall have the following meanings:
(a) |
Affiliated Money Market Fund - any existing or future Trust that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; |
(b) |
Investing Fund any Fund investing Cash Balances and/or Cash Collateral in an Affiliated Money Market Fund; and |
(c) |
Uninvested Cash - cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, |
unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital. |
2. |
Neither a Trust nor Invesco may remove or amend the Waiver to a Trusts detriment prior to the Expiration Date without requesting and receiving the approval of the Board of Trustee of the applicable Funds Trust to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived. |
Subject to the foregoing paragraphs, Invesco agrees to review the then-current waivers for each class of the Funds listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) |
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) |
AIM FUNDS GROUP (INVESCO FUNDS GROUP) |
AIM GROWTH SERIES (INVESCO GROWTH SERIES) |
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) |
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) |
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) |
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) |
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) |
AIM TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES TRUST) |
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) |
INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II |
INVESCO BOND FUND |
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST |
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND |
INVESCO EXCHANGE FUND |
INVESCO HIGH INCOME 2023 TARGET TERM FUND |
INVESCO HIGH INCOME 2024 TARGET TERM FUND |
INVESCO HIGH INCOME TRUST II |
INVESCO MANAGEMENT TRUST |
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST |
INVESCO MUNICIPAL OPPORTUNITY TRUST |
INVESCO MUNICIPAL TRUST |
INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST |
INVESCO QUALITY MUNICIPAL INCOME TRUST |
INVESCO SECURITIES TRUST |
INVESCO SENIOR INCOME TRUST |
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS |
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS |
INVESCO VALUE MUNICIPAL INCOME TRUST |
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: |
/s/ Jeffrey H. Kupor |
|||||
Title: | Senior Vice President | |||||
INVESCO ADVISERS, INC. | ||||||
By: |
/s/ Jeffrey H. Kupor |
|||||
Title: | Senior Vice President |
Exhibit A to Advisory Fee MOA
|
||||||
AIM Counselor Series Trust (Invesco Counselor Series Trust) |
Waiver Description |
Effective Date |
Expiration
Date |
|||
Invesco Strategic Real Return Fund |
Invesco will waive advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments |
4/30/2014 | 06/30/2020 | |||
AIM Investment Funds (Invesco Investment Funds |
Waiver Description |
Effective Date |
Expiration
Date |
|||
Invesco Balanced-Risk Commodity Strategy Fund |
Invesco will waive advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments |
02/24/15 | 06/30/2020 | |||
Invesco Global Targeted Returns Fund |
Invesco will waive advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments |
12/17/2013 | 06/30/2020 | |||
AIM Treasurers Series Trust (Invesco Treasurers Series Trust) |
Waiver Description |
Effective Date |
Expiration
Date |
|||
Invesco Premier Portfolio |
Invesco will waive advisory fees in the amount of 0.07% of the Funds average daily net assets |
2/1/2011 | 12/31/2019 | |||
Invesco Premier U.S. Government Money Portfolio |
Invesco will waive advisory fees in the amount of 0.07% of the Funds average daily net assets |
2/1/2011 | 12/31/2019 | |||
Invesco Premier Tax-Exempt Portfolio |
Invesco will waive advisory fees in the amount of 0.05% of the Funds average daily net assets |
06/01/2016 | 12/31/2019 |
EXHIBIT B
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIO |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco American Franchise Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco California Tax-Free Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Core Plus Bond Fund |
June 2, 2009 | June 30, 2020 | ||
Invesco Equally-Weighted S&P 500 Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Equity and Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Floating Rate Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Global Real Estate Income Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Growth and Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Low Volatility Equity Yield Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Pennsylvania Tax Free Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco S&P 500 Index Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Short Duration High Yield Municipal Fund |
September 30, 2015 | June 30, 2020 | ||
Invesco Small Cap Discovery Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Strategic Real Return Fund |
April 30, 2014 | June 30, 2020 |
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Charter Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Diversified Dividend Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Summit Fund |
July 1, 2007 | June 30, 2020 |
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco European Small Company Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Global Core Equity Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco International Small Company Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Small Cap Equity Fund |
July 1, 2007 | June 30, 2020 |
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Alternative Strategies Fund |
October 14, 2014 | June 30, 2020 | ||
Invesco Convertible Securities Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Global Low Volatility Equity Yield Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Mid Cap Core Equity Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Multi-Asset Inflation Fund |
October 14, 2014 | June 30, 2020 | ||
Invesco Quality Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Small Cap Growth Fund |
July 1, 2007 | June 30, 2020 |
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Asia Pacific Growth Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco European Growth Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Global Growth Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Global Opportunities Fund |
August 3, 2012 | June 30, 2020 | ||
Invesco Global Responsibility Equity Fund |
June 30, 2016 | June 30, 2020 | ||
Invesco Global Small & Mid Cap Growth Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco International Select Equity Fund |
December 21, 2015 | June 30, 2020 | ||
Invesco International Core Equity Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco International Growth Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Select Opportunities Fund |
August 3, 2012 | June 30, 2020 |
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco All Cap Market Neutral Fund | December 17, 2013 | June 30, 2020 | ||
Invesco Balanced-Risk Allocation Fund 1 | May 29, 2009 | June 30, 2020 | ||
Invesco Balanced-Risk Commodity Strategy Fund 2 | November 29, 2010 | June 30, 2020 | ||
Invesco Developing Markets Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Emerging Markets Select Equity Fund | May 11, 2011 | June 30, 2020 | ||
Invesco Emerging Markets Flexible Bond Fund 3 | June 14, 2010 | June 30, 2020 | ||
Invesco Endeavor Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Global Infrastructure Fund | May 2, 2014 | June 30, 2020 | ||
Invesco Global Market Neutral Fund | December 17, 2013 | June 30, 2020 | ||
Invesco Global Targeted Returns Fund 5 | December 17, 2013 | June 30, 2020 | ||
Invesco Greater China Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Health Care Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Long/Short Equity Fund | December 17, 2013 | June 30, 2020 | ||
Invesco Low Volatility Emerging Markets Fund | December 17, 2013 | June 30, 2020 | ||
Invesco Macro Allocation Strategy Fund 4 | September 25, 2012 | June 30, 2020 | ||
Invesco MLP Fund | August 29, 2014 | June 30, 2020 | ||
Invesco Multi-Asset Income Fund 6 | December 13, 2011 | June 30, 2020 | ||
Invesco Pacific Growth Fund | February 12, 2010 | June 30, 2020 | ||
Invesco Select Companies Fund | July 1, 2007 | June 30, 2020 | ||
Invesco U.S. Managed Volatility Fund | December 18, 2017 | June 30, 2020 | ||
Invesco World Bond Fund | July 1, 2007 | June 30, 2020 |
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Corporate Bond Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Global Real Estate Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Government Money Market Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco High Yield Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Real Estate Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Short Duration Inflation Protected Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Short Term Bond Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco U.S. Government Fund 7 |
July 1, 2007 | June 30, 2020 |
1 |
Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund I, Ltd. invests. |
2 |
Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund III, Ltd. invests. |
3 |
Advisory fees to be waived by Invesco for Invesco Emerging Markets Flexible Bond Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Emerging Markets Flexible Bond Cayman, Ltd. invests. |
4 |
Advisory fees to be waived by Invesco for Invesco Macro Allocation Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund V, Ltd. invests. |
5 |
Advisory fees to be waived by Invesco for Invesco Global Targeted Returns Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund VII, Ltd. invests. |
6 |
Advisory fees to be waived by Invesco for Invesco Multi-Asset Income Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Multi-Asset Income Cayman, Ltd. invests. |
7 |
Invesco U.S. Government Fund will change its name to Invesco Income Fund effective on or about July 26, 2018. |
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco American Value Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Comstock Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Energy Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Dividend Income Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Gold & Precious Metals Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Mid Cap Growth Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Small Cap Value Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Technology Fund | July 1, 2007 | June 30, 2020 | ||
Invesco Technology Sector Fund | February 12, 2010 | June 30, 2020 | ||
Invesco Value Opportunities Fund |
February 12, 2010 | June 30, 2020 |
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco High Yield Municipal Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Intermediate Term Municipal Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Municipal Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco New York Tax Free Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco Tax-Exempt Cash Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco Limited Term Municipal Income Fund |
July 1, 2007 | June 30, 2020 |
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco V.I. American Franchise Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. American Value Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Balanced-Risk Allocation Fund 7 |
December 22, 2010 | June 30, 2020 | ||
Invesco V.I. Comstock Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Core Equity Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Core Plus Bond Fund |
April 30, 2015 | June 30, 2020 | ||
Invesco V.I. Diversified Dividend Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Equally-Weighted S&P 500 Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Equity and Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Global Core Equity Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Global Real Estate Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Government Money Market Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Government Securities Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Growth and Income Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Health Care Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. High Yield Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. International Growth Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Managed Volatility Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Mid Cap Core Equity Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Mid Cap Growth Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. S&P 500 Index Fund |
February 12, 2010 | June 30, 2020 | ||
Invesco V.I. Small Cap Equity Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Technology Fund |
July 1, 2007 | June 30, 2020 | ||
Invesco V.I. Value Opportunities Fund |
July 1, 2007 | June 30, 2020 |
7 |
Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund IV, Ltd. invests. |
INVESCO EXCHANGE FUND
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Exchange Fund |
September 30, 2015 | June 30, 2020 |
INVESCO SECURITIES TRUST
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Balanced-Risk Aggressive Allocation Fund 8 |
January 16, 2013 | June 30, 2020 |
INVESCO MANAGEMENT TRUST
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Conservative Income Fund |
July 1, 2014 | June 30, 2020 |
CLOSED-END FUNDS
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Advantage Municipal Income Trust II | May 15, 2012 | June 30, 2020 | ||
Invesco Bond Fund | August 26, 2015 | June 30, 2020 | ||
Invesco California Value Municipal Income Trust | May 15, 2012 | June 30, 2020 | ||
Invesco Dynamic Credit Opportunities Fund | May 15, 2012 | June 30, 2020 | ||
Invesco High Income 2023 Target Term Fund | November 28, 20016 | June 30, 2020 | ||
Invesco High Income 2024 Target Term Fund | November 30, 2017 | June 30, 2020 | ||
Invesco High Income Trust II | May 15, 2012 | June 30, 2020 | ||
Invesco Municipal Income Opportunities Trust | August 26, 2015 | June 30, 2020 | ||
Invesco Municipal Opportunity Trust | May 15, 2012 | June 30, 2020 | ||
Invesco Municipal Trust | May 15, 2012 | June 30, 2020 | ||
Invesco Pennsylvania Value Municipal Income Trust | May 15, 2012 | June 30, 2020 | ||
Invesco Quality Municipal Income Trust | August 26, 2015 | June 30, 2020 | ||
Invesco Senior Income Trust | May 15, 2012 | June 30, 2020 | ||
Invesco Trust for Investment Grade Municipals | May 15, 2012 | June 30, 2020 | ||
Invesco Trust for Investment Grade New York Municipals | May 15, 2012 | June 30, 2020 | ||
Invesco Value Municipal Income Trust |
June 1, 2010 | June 30, 2020 |
8 |
Advisory fees to be waived by Invesco for Invesco Balanced-Risk Aggressive Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund VI, Ltd. invests. |
CONSENT OF COUNSEL
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
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 the portfolios of AIM Equity Funds (Invesco Equity Funds) (the Trust) included in Post-Effective Amendment No. 129 to the Registration Statement under the Securities Act of 1933, as amended (No. 002-25469), and Amendment No. 129 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-01424), on Form N-1A of the Trust.
/s/ Stradley Ronon Stevens & Young, LLP Stradley Ronon Stevens & Young, LLP |
Philadelphia, Pennsylvania
February 26, 2019
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of AIM Equity Funds (Invesco Equity Funds) of our reports dated December 28, 2018, relating to the financial statements and financial highlights, which appear in Invesco Charter Funds, Invesco Summit Funds and Invesco Diversified Dividend Funds Annual Reports on Form N-CSR for the year ended October 31, 2018. We also consent to the references to us under the headings Financial Highlights, Financial Statements and Independent Registered Public Accounting Firm in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Houston, Texas
February 27, 2019
AMENDMENT NO. 10
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 April 2, 2018, as follows:
WHEREAS, the parties desire to amend the Plan to add Class A shares to Invesco Conservative Income Fund, a series portfolio of Invesco Management 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
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 Peak Retirement 2015 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 Peak Retirement 2020 Fund |
Class A Class C Class R |
|
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 Peak Retirement 2025 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 Growth Series (Invesco Growth Series) c ontinued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Peak 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 Peak Retirement 2035 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 Peak 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 Peak Retirement 2045 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 Peak 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 Peak Retirement 2055 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 Peak Retirement 2060 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 Peak Retirement 2065 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 Peak 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 Quality Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
A-7
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-8
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-9
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-10
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-11
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-12
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 | % |
A-13
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
A-14
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-15
Invesco Management Trust
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Conservative Income Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % | |||||||
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 |
%
% % % % % |
||||
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-16
AMENDMENT NO. 11
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 April 30, 2018, as follows:
WHEREAS, the parties desire to amend the Plan to change the name of Invesco Global Health Care Fund to Invesco Health Care Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds), and Invesco V.I. Global Health Care Fund to Invesco V.I. Health Care Fund, a series portfolio of AIM Variable Insurance Funds (Invesco Variable Insurance Funds);
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 | 0.25 | % | 0.25 | % | 0.25 | % |
A-1
Class C
Class R Class T |
|
0.75
0.50 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
1.00
0.50 0.25 |
%
% % |
|||||
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 Peak Retirement 2015 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 Peak Retirement 2020 Fund |
Class A
Class C Class R |
|
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 Peak Retirement 2025 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 Growth Series (Invesco Growth Series) c ontinued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Peak 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 Peak Retirement 2035 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 Peak 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 Peak Retirement 2045 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 Peak 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 Peak Retirement 2055 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 Peak Retirement 2060 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 Peak Retirement 2065 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 Peak 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 Quality Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
A-7
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-8
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 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 |
%
% % % |
||||
Invesco Global Market Neutral Fund |
Class A | 0.25 | % | 0.25 | % | 0.25 | % |
A-9
Class C
Class R Class T |
|
0.75
0.50 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-10
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-11
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-12
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 | % |
A-13
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 |
%
% |
||||
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 |
||||||||||
Invesco 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-14
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. 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-15
Invesco Management Trust
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Conservative Income Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % | |||||||
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 |
%
% % % % % |
||||
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-16
AMENDMENT NO. 12
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 July 26, 2018, as follows:
WHEREAS, the parties desire to amend the Plan to change the name of Invesco U.S. Government Fund to Invesco Income Fund, a series portfolio of AIM Investment Securities Funds (Invesco Investment Securities 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 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 Peak Retirement 2015 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 Peak Retirement 2020 Fund |
Class A
Class C Class R |
|
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 Peak Retirement 2025 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 Growth Series (Invesco Growth Series) c ontinued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Peak 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 Peak Retirement 2035 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 Peak 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 Peak Retirement 2045 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 Peak 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 Peak Retirement 2055 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 Peak Retirement 2060 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 Peak Retirement 2065 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 Peak 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 Quality Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
A-7
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-8
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 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 |
%
% % % |
||||
Invesco Global Market Neutral Fund |
Class A | 0.25 | % | 0.25 | % | 0.25 | % |
A-9
Class C
Class R Class T |
|
0.75
0.50 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-10
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-11
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 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 |
%
% % % |
A-12
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 | % |
A-13
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 |
%
% |
||||
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 |
||||||||||
Invesco Premier Portfolio |
Personal Investment Class
Private Investment Class Reserve Class Resource Class |
|
0.55
0.30 0.87 0.16 |
%
% % % |
|
0.25
0.25 0.25 0.16 |
%
% % % |
|
0.55
0.30 0.87 0.16 |
%
% % % |
A-14
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. 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-15
Invesco Management Trust
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Conservative Income Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % |
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 |
%
% % % % % |
||||
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-16
AMENDMENT NO. 13
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, dated November 1, 2018, as follows:
WHEREAS, the parties desire to amend the Plan to change the name of Invesco Emerging Markets Equity Fund to Invesco Emerging Markets Select Equity Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds), effective November 1, 2018; and to change the name of Invesco International Companies Fund to Invesco International Select Equity Fund, a series portfolio of AIM International Mutual Funds (Invesco International Mutual Funds), effective 11/30/2018;
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 |
%
% % |
A-1
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 |
%
% % % |
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 Peak Retirement 2015 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 Peak Retirement 2020 Fund |
Class A Class C Class R |
|
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 Peak Retirement 2025 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 Growth Series (Invesco Growth Series) c ontinued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Peak 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 Peak Retirement 2035 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 Peak 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 Peak Retirement 2045 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 Peak 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 Peak Retirement 2055 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 Peak Retirement 2060 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 Peak Retirement 2065 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 Peak 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 Quality Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
A-7
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 Select 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 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-8
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 Select 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 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 |
%
% % % |
||||
Invesco Global Market Neutral Fund |
Class A | 0.25 | % | 0.25 | % | 0.25 | % |
A-9
Class C Class R Class T |
|
0.75
0.50 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-10
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-11
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 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 |
%
% % % |
A-12
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 | % |
A-13
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 |
%
% |
||||
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 |
||||||||||
Invesco Premier Portfolio |
Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.55
0.30 0.87 0.16 |
%
% % % |
|
0.25
0.25 0.25 0.16 |
%
% % % |
|
0.55
0.30 0.87 0.16 |
%
% % % |
A-14
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. 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-15
Invesco Management Trust
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Conservative Income Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % |
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 |
%
% % % % % |
||||
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-16
AMENDMENT NO. 3
TO THE
SECOND AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, AX, C, CX, INVESTOR CLASS, R AND RX SHARES
(REIMBURSEMENT)
The Second Amended and Restated Master Distribution Plan (the Plan), dated as of July 1, 2015, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, effective July 26, 2018, as follows:
WHEREAS, the parties desire to amend the Plan to change the name of Invesco U.S. Government Fund to Invesco Income Fund, a series portfolio of AIM Investment Securities Funds (Invesco Investment Securities Fund);
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Reimbursement Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum
Aggregate Reimbursable Amount |
||||||||||
Invesco American Franchise 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 California Tax-Free Income Fund |
Class A
Class C |
|
0.25
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
0.75 |
%
% |
||||
Invesco Equally-Weighted S & P 500 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 Equity and 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 Growth and 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 Pennsylvania Tax Free Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco S & P 500 Index Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Small Cap |
Class A | 0.25 | % | 0.25 | % | 0.25 | % |
A-1
Discovery Fund |
Class C | 0.75 | % | 0.25 | % | 1.00 | % |
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum Aggregate Reimbursable Amount |
||||||||||
Invesco Diversified Dividend Fund |
Investor Class | 0.25 | % | 0.25 | % | 0.25 |
%
|
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum
Aggregate Reimbursable Amount |
||||||||||
Invesco Balanced-Risk Retirement Now Fund |
Class AX
Class CX Class RX |
|
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 AX
Class CX Class RX |
|
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 AX
Class CX Class RX |
|
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 AX
Class CX Class RX |
|
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 AX
Class CX Class RX |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Convertible Securities Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Small Cap Growth Fund |
Investor Class | 0.25 | % | 0.25 | % | 0.25 |
%
|
|||||||
Invesco Quality Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum Aggregate Reimbursable Amount |
||||||||||
Invesco European Growth Fund |
Investor Class | 0.25 | % | 0.25 | % | 0.25 |
%
|
A-2
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum
Aggregate Reimbursable Amount |
||||||||||
Invesco Pacific 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 |
%
% % |
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum Aggregate Reimbursable Amount |
||||||||||
Invesco Corporate Bond Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco High Yield Fund |
Investor Class | 0.25 | % | 0.25 | % | 0.25 |
%
|
|||||||
Invesco Government Money Market Fund |
Class AX
Class CX |
|
0.15
0.65 |
%
% |
|
0.15
0.25 |
%
% |
|
0.15
0.90 |
%
% |
||||
Invesco Real Estate Fund |
Investor Class | 0.25 | % | 0.25 | % | 0.25 |
%
|
|||||||
Invesco Income Fund |
Investor Class | 0.25 | % | 0.25 | % | 0.25 |
%
|
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum
Aggregate Reimbursable Amount |
||||||||||
Invesco American Value 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 Comstock 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 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 Small Cap Value Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Technology Fund |
Investor Class | 0.25 | % | 0.25 | % | 0.25 |
%
|
|||||||
Invesco Technology |
Class A | 0.25 | % | 0.25 | % | 0.25 | % |
A-3
Sector Fund |
Class C | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Value Opportunities Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum
Aggregate Reimbursable Amount |
||||||||||
Invesco High Yield Municipal Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Intermediate Term Municipal Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Municipal Income Fund |
Class A
Class C Investor Class |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco New York Tax Free Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
Notes
* |
Distribution Amounts may also include Asset Based Sales Charges. |
|
IDI may not be reimbursed for overhead expenses (overhead expenses defined as customary overhead not including the costs of IDIs personnel whose primary responsibilities involve marketing the Funds). |
A-4
TWENTY-FOURTH 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 Government 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. |
2
(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. |
4
(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, (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 120 months and no more than 121 months after the date in which the shareholders order to purchase was accepted, as set forth in the Prospectus and in accordance with the terms and conditions approved by the Board. |
Class C Shares of Invesco Government Money Market Fund will convert to Invesco Cash Reserve Shares of Invesco Government Money Market Fund.
(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, (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 (iv) converted to Class A Shares on or about the end of the month which is no less than 120 months and no more than 121 months after the date in which the shareholders order to purchase was accepted, as set forth in the Prospectus and in accordance with the terms and conditions approved by the Board. |
(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 |
5
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. |
(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 |
6
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. |
(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 |
7
CX Shares subject to a CDSC shall be computed in the manner described in the Prospectus. |
6. |
Exchange Privileges. Exchanges of Shares shall be permitted between Funds or Classes of Funds as follows: |
(a) |
Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by Invesco Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. |
(b) |
Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by Invesco Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. |
(c) |
Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus. |
7. |
Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act. |
8. |
Conversion of Class C 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 Government 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 Government 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 Government 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 Government Money Market Fund) |
8
that would increase materially the amount to be borne by those Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Government Money Market Fund), then no Class C Shares shall convert into Class A Shares of that Fund (Invesco Cash Reserve Shares in the case of Invesco Government Money Market Fund) until the holders of Class C Shares of that Fund have also approved the proposed amendment. If the holders of such Class C 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 Government Money Market Fund) as constituted prior to the amendment. |
9. |
Conversion of Class CX 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) |
(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 CX Shares shall convert into Class AX Shares of that Fund until the holders of Class CX Shares of that Fund have also approved the proposed amendment. If the holders of such Class CX 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 10 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 |
9
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, December 1, 2017 AND July 30, 2018.
10
Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2019
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 | 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 | 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 | 10 | ||||||||||||||
B. Invesco Ltd. Securities | 10 | |||||||||||||||
C. Limitations on Other Personal Activities | 10 | |||||||||||||||
1 | Outside Business Activities | 10 | ||||||||||||||
2 | Gifts and Entertainment | 10 | ||||||||||||||
| Gifts | 11 | ||||||||||||||
| Entertainment | 11 | ||||||||||||||
3 | U.S. Department of Labor Reporting | 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 Violations of Law or Invesco Policy | 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. | Global Ethics Office Contacts | 18 |
Code of Ethics | 2 |
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2019)
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:
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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.; |
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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 |
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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:
Code of Ethics | 3 |
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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 |
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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 |
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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 Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees 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 are described in Section VI. of this Code under Reporting of Potential Violations of Law or Invesco Policy.
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, or would have after the transaction, 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 products(ETPs), closed-end funds, and any of their derivatives such as options and futures. All Invesco Affiliated Mutual Funds (including
Code of Ethics | 4 |
both open-end mutual funds and closed-end funds) and Invesco Affiliated ETPs 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 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 Mutual 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 : Covered Persons 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 Affiliated ETPs and ETPs not listed on the Pre-clearance Exempt ETF List must be pre-cleared.
Currencies, commodities : Covered Persons 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 : Covered Persons 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 that are not Affiliated Mutual Funds. 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
Code of Ethics | 5 |
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. |
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may not buy or sell a Covered Security within two trading days after a Client trades in that security. |
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may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
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Investment Personnel. |
|
may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
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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, a Covered Person without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Covered Persons, 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 Covered Person 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:
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Equity de minimis exemptions. |
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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
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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 |
Code of Ethics | 6 |
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. |
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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 $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:
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A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
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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. For further clarity, the limit on short-term trading profits applies to all Covered Securities, unless otherwise indicated in this Code, including derivatives of individual securities and Covered Securities that are pre-clearance exempt such as unaffiliated broad-based Exchange Traded Products as described in the Pre-clearance Exempt ETF List and Affiliated Open-End Mutual Funds.
Example: August 12 th SPY is purchased at $10 per share
|
October 8 th the shares of SPY are sold at $11 per share |
A profit of $1 per share was received within 60 days of the purchase date. |
Although SPY does not require pre-clearance, selling at a profit within 60 days of purchase is prohibited and would result in a violation of the Code and disgorgement of profits. |
Code of Ethics | 7 |
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. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
Transactions in Exempted Securities, 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.
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.
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 Transaction in its sole discretion without being required to specify any reason for the refusal.
9. Covered Account Requirements .
a. U.S. Approved Brokers:
The following link, posted on the Invesco intranet site, includes a list of U.S. 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. U.S. Brokerage Account may only be held with:
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U.S. Approved Brokers; |
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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, |
Code of Ethics | 8 |
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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. U.S. Affiliated Open End Mutual Funds may only be held with:
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U.S. Approved Brokers; |
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The Invesco CollegeBound 529 Plan; or |
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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 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.
Code of Ethics | 9 |
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 . Covered Persons 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 Covered Personmay effect short sales of Invesco Ltd. securities.
2. No Covered Personmay engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to blackout periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
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
Code of Ethics | 10 |
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:
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Give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency; |
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Give or accept cash or any possible cash equivalent from a broker or vendor; |
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Reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance; or |
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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. |
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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. |
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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. |
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 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.
Code of Ethics | 11 |
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):
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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; |
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The security identifier for each Covered Security (CUSIP, symbol, etc.); |
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The name of any broker-dealer or bank with or through which the Covered Person maintains an account in which any securities (including any securities excluded from the definition of Covered Securities) are held for the direct or indirect benefit of the Covered Person; and |
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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:
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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; |
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The nature of the transaction (buy, sell, etc.); |
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The security identifier (CUSIP, symbol, etc.); |
Code of Ethics | 12 |
|
The price of the Covered Security at which the transaction was executed; |
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The name of the broker-dealer or bank executing the transaction; and |
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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; |
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The name of the broker-dealer or bank; and |
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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:
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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; |
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The security identifier for each Covered Security (CUSIP, symbol, etc.); |
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The name of any broker-dealer or bank with or through which the Covered Person maintains an account in which any securities (including any securities excluded from the definition of Covered Securities) are held; for the direct or indirect benefit of the Covered Person; and |
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The date that the report is submitted by the Covered Person to Compliance. |
Code of Ethics | 13 |
d. Gifts and Entertainment Reporting.
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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. |
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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 Violations of Law or Invesco Policy
Invesco Advisers, Inc. has created several channels for Employees to raise potential violations . An Employee should first raise their concern with his or her 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 raising their concern 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 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.
Code of Ethics | 14 |
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
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Affiliated ETPs generally includes all exchange traded products (exchange trade funds, exchange traded note and exchange traded commodities) advised or sub-advised by Invesco Advisers Inc., or whose investment adviser or principal underwriter controls is controlled by, or is under common control with Invesco Advisers Inc. |
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Affiliated Mutual Funds generally includes all open-end mutual funds advised or sub-advised by Invesco Advisers, Inc. or whose investment adviser or principal underwriter controls, is controlled by, or is under common control with 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. |
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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, |
Code of Ethics | 15 |
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. |
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Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds. |
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Control has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
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Covered Person means and includes: |
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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. |
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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. |
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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.
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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; |
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Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. and whose investment adviser or principal underwriter does not control, is not controlled by, or is not under common control with Invesco Advisers Inc. All Affiliated Mutual Funds shall be |
Code of Ethics | 16 |
considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.; |
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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; |
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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. |
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Employee means and includes: |
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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. |
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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. |
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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. |
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Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
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Independent Trustee means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act. |
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Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act. |
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Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors. |
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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 |
Code of Ethics | 17 |
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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Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
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Private Securities Transaction means any securities transaction relating to 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. |
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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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Trustee means any member of the Board of Trustees for an open-end mutual fund or closed-end 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. Global Ethics Office Contacts
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Telephone Hotline: 1-877-331-CODE [2633] |
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E-Mail: codeofethicsnorthamerica@invesco.com |
Last Revised: January 1, 2019
Code of Ethics | 18 |
INVESCO UK
CODE OF ETHICS
2019
2019 Code of Ethics (UK)
Page 1 of 26
CONTENTS
SECTION | PAGE | |||
1. Statement of Fiduciary Principles |
4 | |||
2. Material non-public information and inside information |
5 | |||
3. Personal Investing Activities, Pre-Clearance and Pre-Notification |
7 | |||
4. Trade Restrictions on Personal Investing |
10 | |||
5. Economic Opportunities, Confidentiality and Outside Directorships |
14 | |||
6. Client Investments in Securities Owned by Invesco Employees |
14 | |||
7. Certifications and Reporting |
15 | |||
8. Miscellaneous |
17 | |||
APPENDICIES |
||||
A: Definitions |
19 | |||
B: Acknowledgement of Receipt of Revised Code of Ethics |
21 | |||
C. Annual Certification of Compliance with the Code of Ethics |
22 | |||
D. Types of Transactions in Invesco Shares: Pre-Clearance Guidance |
25 | |||
E. Data Protection and Processing and Handling of Information |
28 |
2019 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:
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Prohibitions related to material, non-public information; |
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Personal securities investing; and |
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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:
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Inducements (Non-Monetary Benefits) Policy; |
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Conflicts of Interest Policy; |
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Whistleblowing Policy; |
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Market Abuse Policy; |
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Fraud Policy; |
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Insider Trading Policy; and |
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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 themselves 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 their 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 Global Ethics Office) 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, Physio/GP/Gym staff and security and maintenance staff: the Code will apply where the individual has access to Invesco systems.
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, 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
2019 Code of Ethics (UK)
Page 3 of 26
directed to the Global Ethics Office 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 no later than 30 days after receipt or provision. 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 Inducements (Non-Monetary Benefits) 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 |
2019 Code of Ethics (UK)
Page 4 of 26
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 |
It is Invesco UK policy, in the context of being an Asset Manager, to treat its customers fairly. |
1.8 |
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. |
1.9 |
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. |
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 |
2019 Code of Ethics (UK)
Page 5 of 26
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. |
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 |
2019 Code of Ethics (UK)
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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 they may have come into possession of material, non-public information about a public company, they 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 themselves 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, 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: |
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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); and |
3.2.3 |
Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. |
3.2.4 |
Currencies, commodities |
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), Enterprise Investment Scheme (EIS), Seed Enterprise Investment Scheme (SEIS), closed-end funds such as Investment Trusts and Exchange Traded Funds (ETFs) (to the extent detailed in 3.4.7 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 Ethics Office 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.
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 |
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through Star Compliance or may contact the Global Ethics Office 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). |
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The Star Compliance system will check to see if the security is on the restricted list (refer to section 4.1.1). |
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If any potential conflicts are identified by the Star Compliance system, the request will be reviewed by the Global Ethics Office. |
|
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 prohibited.
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. |
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. 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; |
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3.4.2 |
Exchange Traded Products (ETPs): 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 . |
3.4.3 |
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 they have not and will not discuss any potential investment decisions with such independent fiduciary; and |
iii) |
the advisor also certifies in writing that they 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 Global Ethics Office. |
v) |
the Compliance Department has determined that the account satisfies the foregoing requirements. |
vi) |
The advisor certifies that they will not invest in Invesco Ltd. Securities (IVZ stock and derivatives therof) |
3.4.4 |
Governmental Issues : Investments in the debt obligations of state and municipal governments or agencies, (e.g. Essex Council Electricity Bond). |
3.4.5 |
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). |
3.4.6 |
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. |
3.4.7 |
Note that all of the transactions described in paragraphs 3.4.1. to 3.4.7, 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. |
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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; 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, they 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%20Minimis%20Indices%20List.pdf.
|
If a Covered Person does not have knowledge of trading activity in a particular equity security, they 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 £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. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while they were aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code.
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.
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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.
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 Ltd. 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. For further clarity, |
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the limit on short-term trading profits applies to all Covered Securities, unless otherwise indicated in this Code, including derivatives of individual securities and Covered Securities that are pre-clearance exempt such as unaffiliated broad-based Exchange Traded Products as described in the Pre-clearance Exempt ETF List and affiliated open-end schemes as described in section (3.4.1).
Example: a purchase of an affiliated open-end scheme on 12 August and subsequent sale of the same security on 8 October would result in a disgorgement and violation of this Code if a profit was received on the sale transaction although pre-clearance is not required.
|
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 Chief Compliance Officer may allow such purchases |
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 Compliance Officer or their delegate (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 |
Futures: Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments. |
4.1.13 |
Investment Clubs: Employee participation in an investment club with the purpose of pooling money and investing based on group investment decisions is prohibited. |
4.1.14 |
Exceptions: The Chief Compliance Officer may, on a case by case basis, grant exceptions from these trading restrictions upon written |
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request. Any exceptions granted will be reported to the local Board of Directors at least annually.
5 |
OUTSIDE BUSINESS ACTIVITIES |
5.1 |
|
5.1 |
Any activity conducted outside of Invesco by an employee, which may result in a conflict of interest for Invesco or which may not be in Invescos best business interests. Outside organizations can include public or private corporations, partnerships, charitable foundations, other not-for-profit institutions/organizations, or private family owned or operated business. |
5.1.1 |
Employees may not engage in any outside business activity, regardless of whether or not they receive compensation, without prior approval from the Chief Compliance Officer or their delegate. 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 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. |
6 |
CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES |
6.1 |
General Principles: In addition to the specific prohibitions on certain personal securities transactions as set forth herein, and in-line with the requirements of the Fraud Policy, all Employees are prohibited from: |
6.1.1 |
Employing any device, scheme or artifice to defraud any prospect or client; |
6.1.2 |
Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
6.1.3 |
Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client; |
6.1.4 |
Engaging in any manipulative practice with respect to any prospect or client; or |
6.1.5 |
Revealing to any other person (except in the normal course of their 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 their duties on behalf of a client) the consideration of any securities transactions by any client or by Invesco. |
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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. |
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 immediate family sharing the same household (e.g. a spouse or equivalent domestic 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; |
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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; |
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|
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; |
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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 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
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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; and |
ii) |
potential conflicts of interest 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 Global Ethics Office 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 Global Ethics Office upon request.
The Global Ethics Office will review reports submitted and report any breaches of this Code 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 they have 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 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 their designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the Compliance Officer is final. |
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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 2019. |
8.4 |
Global Ethics Office Contact Information You may direct any questions regarding this Code to the Global Ethics Office by email to codeofethics@invesco.com or by phone to 0203-219-2799. |
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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, equivalent domestic 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. |
13. |
Securities Transaction means a purchase of or sale of Securities. |
2019 Code of Ethics (UK)
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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, Alternative Investment Fundss and Unit Trusts. |
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Page 20 of 26
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 2019, 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 |
2019 Code of Ethics (UK)
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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 2018 (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) |
Section D contain details of any potential Conflicts of Interest issues identified during the year but not yet reported. |
d) |
Section E contain details of any non-monetary benefits given or received 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), 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 in 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 Inducements (Non-Monetary Benefits) Policy, the Anti-Bribery Policy, the Market Abuse Policy, Insider Trading Policy and the Fraud 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; |
h) |
I have reported all non-monetary benefits given or received during the course of the year; and |
i) |
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
2019 Code of Ethics (UK)
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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 - Non-Monetary Benefits covering Gifts, Benefits and Entertainment
The following is a list of any non-moetary benefits given or received that were not reported over the course of the year:
2019 Code of Ethics (UK)
Page 24 of 26
APPENDIX D
SECURITIES REFERENCE CHART - EMEA
The below contains many of the common investment instruments, though it is not all-inclusive.
SECURITY |
PRE-CLEARANCE
REQUIRED? |
REPORTING
REQUIRED? |
60 DAY
PROFIT LIMIT RESTRICTION? |
|||
Mutual Funds (UK) | ||||||
Unaffiliated fund (open-ended) |
No | No | No | |||
Affiliated Invesco fund (open-ended) |
No | Yes | Yes | |||
Venture Capital Trusts |
Yes | Yes | Yes | |||
Closed-ended funds (both affiliated and unaffiliated) |
Yes | Yes | Yes | |||
Unit Investment Trusts/OEICs |
No | No | No | |||
Mutual Funds (EMEA ex UK) | ||||||
Unaffiliated UCITs (open-ended) |
No | No | No | |||
Affiliated Invesco fund (open-ended) |
No | Yes | Yes | |||
Venture Capital Trusts |
Yes | Yes | Yes | |||
Closed-ended funds (both affiliated and unaffiliated) |
Yes | Yes | Yes | |||
Unit Investment Trusts/OEICs |
Yes | Yes | Yes | |||
Equities | ||||||
Common Stocks |
Yes | Yes | Yes | |||
IPOs (Initial Public Offerings) |
Prohibited | Prohibited | N/A | |||
Preferred Stock |
Yes | Yes | Yes | |||
Invesco shares | ||||||
Open Market |
Yes | Yes | Yes | |||
Employee Share Purchase Plan Participation |
No | No | No | |||
Employee Share Purchase Plan vested - Sale |
Yes | Yes | No | |||
Stock grants - awarded |
No | No | No | |||
Stock grants vested - sale |
Yes | Yes | No | |||
Derivatives/ Spread betting |
||||||
Futures, Swaps, and Options |
Prohibited | Prohibited | N/A | |||
Spread betting and CFD |
Prohibited | Prohibited | N/A | |||
Fixed Income/Bonds (UK) |
||||||
Securities which are direct obligations of an OECD country (e.g. US Treasury Bonds) | No | No | No | |||
Certificates of Deposit |
No | No | No | |||
Money Market Funds |
No | No | No | |||
Municipal Bond |
No | Yes | Yes | |||
Corporate Bond |
Yes | Yes | Yes | |||
Fixed Income/Bonds (EMEA ex UK) |
||||||
Securities which are direct obligations of an OECD country (e.g. US Treasury Bonds) | No | Yes | Yes |
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Page 25 of 26
Certificates of Deposit |
No | Yes | Yes | |||
Money Market Funds |
No | Yes | Yes | |||
Municipal Bond |
No | Yes | Yes | |||
Corporate Bond |
Yes | Yes | Yes | |||
Exchange traded products | ||||||
All Invesco affiliated ETFs |
Yes | Yes | Yes | |||
ETFs with a limited number of underlying securities (20 or less) that include Covered Securities | Yes | Yes | Yes | |||
ETFs that mirror one equity or have a heavy weighting in one equity (25% or more investing in one equity) | Yes | Yes | Yes | |||
Unaffiliated Broad based Exchange Traded Notes & Funds (ETFs, ETNs) | No | Yes | Yes | |||
Unaffiliated Exchange traded Commodities (ETCs) |
No | Yes | Yes | |||
Private Securities* |
||||||
Private placements |
Subject to approval | |||||
Hedge funds |
Subject to approval | |||||
REITS |
Subject to approval |
*Private Securities
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 received compensation and (b) obtaining prior written permission from Compliance.
Employees in EMEA however, may invest 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.
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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:
Page 1 of 18
Ø |
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. |
Ø |
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. |
Ø |
Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection and privacy requirements imposed by many jurisdictions. |
Ø |
Information - Clients must be provided with timely and accurate information regarding their accounts. |
Ø |
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. |
Ø |
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. |
Ø |
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. |
Ø |
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.
Page 2 of 18
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 Acceptable Use Policy , 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 Invesco technology systems 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 outside
Page 4 of 18
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 may
Page 5 of 18
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 |
Page 6 of 18
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 territories or markets, limit the production or sale of products, boycott certain suppliers or customers,
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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 type of transaction and often change as countries foreign policies change. If you are aware of any sensitive
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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 may include rules to limit transfers of such data across borders. 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. In accordance with Invescos Privacy Policy , 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. Additionally, in accordance with Invesco policies, Covered Persons must comply with required disclosures and data security procedures applicable to their business unit.
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With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall 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, personnel information 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, disclosure or taking of Invescos information, 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 information, 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.
Page 10 of 18
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, Invesco has
Page 11 of 18
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 according to regulatory standards, and Compliance Department approved procedures. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. |
Disclosure of Invesco Information |
1. |
Integrity and Accuracy of Financial Records |
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invescos accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. |
Disclosure in Reports and Documents |
Filings and Public Materials. As a public company, it is important that the companys filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Page 12 of 18
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 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.
Page 13 of 18
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 is focused on strategically engaging with the media and building long-term relationships with reporters in ways that align with the firms business goals and positively contribute to its reputation in the marketplace.
Invesco employs media relations professionals who are responsible for working with colleagues across the firm as well as externally to manage our interaction with the news media. Invescos Corporate Communications Department is responsible for formulating and directing our media relations approach and policy worldwide. 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 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.
Page 14 of 18
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 promptly report possible violations of this Code, laws or regulations. Such violations can include, but are not limited to:
Ø |
Violations of any laws or regulations generally applicable to Invesco; |
Ø |
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 management chain. You should discuss your concern in detail and work together by following Invescos established reporting and escalation processes in order to address the matter.
Page 15 of 18
Contact a senior member of the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your supervisor or others in your management chain, you may instead contact a senior member of the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to will ascertain the details of your concern and will work with you to ensure Invescos reporting and escalation processes are appropriately followed in order to address the matter.
Contact the Invesco Whistleblower Hotline
If you do not wish to raise your concern via one of the first two methods, or if you and/or the individual you have reported your concern to do not feel Invescos established reporting and escalation channels would effectively address or are not effectively addressing the matter you have raised, you may anonymously report the suspected violation(s) 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 under the Audit Committees 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 Internal Audit and/or Compliance. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or relevant members of management.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Nothing in this process shall prohibit you from reporting possible violations of law or regulation to any governmental agency (including self-regulatory bodies) or regulator, or from making disclosures that are otherwise protected under the whistleblower provisions of applicable laws or regulations. While you are encouraged to use Invescos internal arrangements prior to contacting an agency or regulator so Invesco may investigate the issues raised, doing so is not a condition to making a disclosure to an agency or regulator.
Page 16 of 18
However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3. |
Failure to Comply |
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4. |
Annual Certification |
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business units policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. |
Other Requirements |
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of 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
Page 17 of 18
promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
|
is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
|
will not be inconsistent with the purposes and objectives of the Code; |
|
will not adversely affect the interests of clients of the company or the interests of the company; and |
|
will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. |
7. |
Use and Disclosure |
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly ( e . g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the companys Covered Persons.
8. |
Amendments |
This Code may only be amended by Invescos Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the companys filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the companys Web site.
Revised: October 2018
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Invesco Hong Kong Limited
CODE OF ETHICS
As of November 2018 | 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 |
6 | |||||
De Minimis Exemptions |
6 | |||||
3 Prohibition of Short-Term Trading Profits |
8 | |||||
4 Initial Public Offerings |
8 | |||||
5 Prohibition of Short Sales by Investment Personnel |
8 | |||||
6 Prohibition on Investment Clubs |
9 | |||||
7 Restricted List Securities |
9 | |||||
8 Other Criteria Considered in Pre-clearance |
9 | |||||
9 Covered Accounts Requirements |
9 | |||||
10 Private Securities Transactions |
10 | |||||
11 Limited Investment Opportunity |
10 | |||||
12 Excessive Short-Term Trading in Funds |
10 | |||||
B. Invesco Ltd. Securities |
10 | |||||
C. Limitations on Other Personal Activities |
10 | |||||
1 Outside Business Activities |
10 | |||||
2 Gifts and Entertainment Policy |
11 | |||||
Gifts |
12 | |||||
Entertainment |
12 | |||||
D. Parallel Investing Permitted |
13 | |||||
V. | Reporting Requirements | 13 | ||||
a. Initial Holdings Reports |
13 | |||||
b. Quarterly Transaction Reports |
13 | |||||
c. Semi - annual Holdings Reports |
14 | |||||
d. Gifts and Entertainment Reporting |
15 | |||||
e. Certification of Compliance |
15 | |||||
VI. | Reporting of Potential Violations of Law or Invesco Policy | 15 | ||||
VII. | Administration of the Code of Ethics | 16 | ||||
VIII. |
Sanctions |
16 | ||||
IX. |
Exceptions to the Code |
17 | ||||
X. |
Definitions |
17 | ||||
XI. |
Invesco Ltd. Policies and Procedures |
20 | ||||
XII. |
Code of Ethics Contact |
20 |
As of November 2018 | 2 |
Invesco Hong Kong Limited
CODE OF ETHICS
I. Introduction
Invesco Hong Kong Limited (IHKL) has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company take precedence over the personal interests of IHKLs Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to IHKLs affiliated broker-dealers, all 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 |
As of November 2018 | 3 |
|
this Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest. 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. |
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Employees are required to comply with applicable securities laws, rules and regulations and this Code. Employees 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 are described in Section VI of this Code under Reporting of Potential Violations of Law or Invesco Policy.
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, or would have after the transaction, 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 products (ETPs), closed-end funds, and any of their derivatives such as options and futures. All Affiliated Mutual Funds (including both open-end mutual funds and closed-end funds) and Invesco Affiliated ETPs are considered Covered Securities.
As of November 2018 | 4 |
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:
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 :
Covered Persons 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 Affiliated ETPs and ETPs not listed on the Pre-clearance Exempt ETF List must be pre-cleared .
Currencies, Commodities 1 :
Covered Persons 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 :
Covered Persons 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
1 |
For clarification purpose: currencies and commodities should be referred to those defined in the relevant SEC regulations which are extracted as below fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, |
As of November 2018 | 5 |
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 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, a Covered Person without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Covered Persons , 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 Covered Person 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:
As of November 2018 | 6 |
|
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
|
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:
As of November 2018 | 7 |
|
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. For further clarity, the limit on short-term trading profits applies to all Covered Securities, unless otherwise indicated in this Code, including derivatives of individual securities and Covered Securites that are pre-clearance exempt such as unaffiliated broad-based Exchange Traded Products as described in the Pre-clearance Exempt ETF List and Affiliated Open-End Mutual Funds.
Example: August 12 th SPY is purchased at $10 per share October 8 th the shares of SPY are sold at $11 per share A profit of $1 per share was received within 60 days of the purchase date. |
||
Although SPY does not require pre-clearance, selling at a profit within 60 days of purchase is prohibited and would result in a violation of the Code and disgorgement of profits. |
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. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
Transactions in Exempted Securities, 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.
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.
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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. 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 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:
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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 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.
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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 . Covered Persons 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 Covered Person may effect short sales of Invesco Ltd. securities.
2. No Covered Person may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods 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
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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:
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the business natures (e.g. scope of services and clientele) of the outside organization(s) |
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the employees roles and duties in the outside organization(s) |
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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) |
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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); |
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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 |
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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 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
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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.
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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. 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. |
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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 . |
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, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive. |
Compliance review will be performed on a regular basis to test if the threshold requirements are observed. |
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. |
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D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by IHKL for its Clients.
V. Reporting 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):
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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; |
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The security identifier (ISIN, SEDOL, symbol, etc.); |
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The name of any broker-dealer or bank with or through which the person maintains an account in which any securities (including any securities excluded from the definition of Covered Securities ) are held for the direct or indirect benefit of the person; and |
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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:
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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; |
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The security identifier (ISIN, SEDOL, symbol, etc.); |
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The nature of the transaction (buy, sell, etc.); |
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The price of the Covered Security at which the transaction was executed; |
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The name of the broker-dealer or bank executing the transaction; and |
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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:
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The date the account was established; |
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The name of the broker-dealer or bank; and |
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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. Semi 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:
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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; |
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The security identifier (ISIN, SEDOL, symbol, etc.); |
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The name of any broker-dealer or bank with or through which the Covered Person maintains an account in which any securities (including any securities excluded from the definition of Covered Securities) are held; for the direct or indirect benefit of the Covered Person; and |
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The date that the report is submitted by the Covered Person to Compliance. |
d. Gifts and Entertainment Reporting.
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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. |
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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 (i) the automated review system or (ii) subject to prior notification to Compliance Department, individual business units reporting system. For the avoidance of doubt, all the reporting must be completed on or before end of January of the following calendar year. 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 Violations of Law or Invesco Policy
IHKL has created several channels for Employees to raise potential violations. An Employee should first raise their concern 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 raising their concern 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
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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
Employees may also report his or her concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.ethicspoint.com . To ensure 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:
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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 |
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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.
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IX. Exceptions to the Code
Head of Compliance, Greater China (or designee) may grant an exception to any provision in this Code.
X. Definitions
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Affiliated ETPs generally includes all exchange traded products (exchange trade funds, exchange traded note and exchange traded commodities) advised or sub-advised by Invesco Advisers Inc., or whose investment adviser or principal underwriter controls is controlled by, or is under common control with Invesco Advisers Inc. |
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Affiliated Mutual Funds generally includes all open-end mutual funds advised or sub-advised by Invesco Advisers, Inc. or whose investment adviser or principal underwriter controls, is controlled by, or is under common control with 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. |
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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. |
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Client means any account for which IHKL is either the adviser or sub-adviser including Affiliated Mutual Funds. |
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Control means, in general, the power to exercise a controlling influence, and has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
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Covered Person means and includes: |
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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 |
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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. |
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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. |
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any other persons that may be so deemed by the Head of Compliance, Greater China. |
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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 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; |
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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). |
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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. |
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Employee means and includes: |
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Any full or part time, temporary or permanent employee of IHKL or |
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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. |
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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. |
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For any other persons that may be so deemed by the Head of Compliance, Greater China. |
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Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
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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. |
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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. |
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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). |
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Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
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Private Securities Transaction means any securities transaction relating to offerings of securities which are not publicly traded. Employees may not purchase or acquire any privately-issued securities, other than in exceptional cases where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client. |
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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 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
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Telephone Hotline: 111-2633 from your Invesco office phone |
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E-Mail: CodeofEthicsGreaterChina@invesco.com |
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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. |
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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. |
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Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection and privacy requirements imposed by many jurisdictions. |
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Information - Clients must be provided with timely and accurate information regarding their accounts. |
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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. |
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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. |
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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. |
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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 Acceptable Use Policy , 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 Invesco technology systems 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 outside
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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 may
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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 territories or markets, limit the production or sale of products, boycott certain suppliers or customers,
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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 type of transaction and often change as countries foreign policies change. If you are aware of any sensitive
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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 may include rules to limit transfers of such data across borders. 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. In accordance with Invescos Privacy Policy , 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. Additionally, in accordance with Invesco policies, Covered Persons must comply with required disclosures and data security procedures applicable to their business unit.
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With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall 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, personnel information 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, disclosure or taking of Invescos information, 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 information, 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, Invesco has
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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 according to regulatory standards, and Compliance Department approved procedures. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. |
Disclosure of Invesco Information |
1. |
Integrity and Accuracy of Financial Records |
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invescos accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. |
Disclosure in Reports and Documents |
Filings and Public Materials. As a public company, it is important that the companys filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
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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 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.
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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 is focused on strategically engaging with the media and building long-term relationships with reporters in ways that align with the firms business goals and positively contribute to its reputation in the marketplace.
Invesco employs media relations professionals who are responsible for working with colleagues across the firm as well as externally to manage our interaction with the news media. Invescos Corporate Communications Department is responsible for formulating and directing our media relations approach and policy worldwide. 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 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 promptly report possible violations of this Code, laws or regulations. Such violations can include, but are not limited to:
Ø |
Violations of any laws or regulations generally applicable to Invesco; |
Ø |
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; |
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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 |
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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 management chain. You should discuss your concern in detail and work together by following Invescos established reporting and escalation processes in order to address the matter.
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Contact a senior member of the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your supervisor or others in your management chain, you may instead contact a senior member of the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to will ascertain the details of your concern and will work with you to ensure Invescos reporting and escalation processes are appropriately followed in order to address the matter.
Contact the Invesco Whistleblower Hotline
If you do not wish to raise your concern via one of the first two methods, or if you and/or the individual you have reported your concern to do not feel Invescos established reporting and escalation channels would effectively address or are not effectively addressing the matter you have raised, you may anonymously report the suspected violation(s) 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 under the Audit Committees 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 Internal Audit and/or Compliance. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or relevant members of management.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Nothing in this process shall prohibit you from reporting possible violations of law or regulation to any governmental agency (including self-regulatory bodies) or regulator, or from making disclosures that are otherwise protected under the whistleblower provisions of applicable laws or regulations. While you are encouraged to use Invescos internal arrangements prior to contacting an agency or regulator so Invesco may investigate the issues raised, doing so is not a condition to making a disclosure to an agency or regulator.
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However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3. |
Failure to Comply |
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4. |
Annual Certification |
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business units policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. |
Other Requirements |
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of 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
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promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
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is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
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will not be inconsistent with the purposes and objectives of the Code; |
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will not adversely affect the interests of clients of the company or the interests of the company; and |
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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 2018
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INVESCO EMEA (EX UK)
CODE OF ETHICS
2018
2018 Code of Ethics EMEA (ex UK) Page 1 of 31 |
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 |
13 | |||
5. Economic Opportunities, Confidentiality and Outside Directorships |
17 | |||
6. Client Investments in Securities Owned by Invesco Employees |
19 | |||
7. Certifications and Reporting |
19 | |||
8. Miscellaneous |
23 | |||
9. Specific Provisions for Employees of Invesco Real Estate and Employees associated with real estate transactions undertaken by Invesco. |
24 | |||
APPENDICIES |
||||
A: Definitions |
27 | |||
B: Types of Transactions in Invesco Shares: Pre-Clearance Guidance |
29 | |||
C. Personal Account Dealing Guidance Overview |
30 | |||
D. Pre-Clearance Form |
31 |
2018 Code of Ethics EMEA (ex UK) Page 2 of 31 |
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:
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Prohibitions related to material, non-public information and inside information; |
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Personal securities investing; and |
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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):
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Inducements (Non-Monetary Benefits) Policy; |
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Conflicts of Interest Policy; |
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Whistleblower Policy; |
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Market Abuse Policy; |
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Fraud Policy; |
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Insider Trading Policy; and |
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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, 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 staff outside of the European Union, the distribution of the Code, the pre-clearance of
2018 Code of Ethics EMEA (ex UK) Page 3 of 31 |
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 th 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 but are not limited to: 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 |
2018 Code of Ethics EMEA (ex UK) Page 4 of 31 |
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 EMEA Inducements (Non-Monetary Benefits) 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 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, |
2018 Code of Ethics EMEA (ex UK) Page 5 of 31 |
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 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 |
2018 Code of Ethics EMEA (ex UK) Page 6 of 31 |
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. |
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. |
2018 Code of Ethics EMEA (ex UK) Page 7 of 31 |
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 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 |
2018 Code of Ethics EMEA (ex UK) Page 8 of 31 |
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 |
Transactions and holdings in shares of registered unaffiliated UCITs (open-ended Collective Investment Schemes in Transferable Securities not advised or sub-advised by Invesco). |
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):
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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 3.4.7 below), including any of these investments which are held within a product/wrapper. |
All Employees must receive prior approval using the Star Compliance system or from the IVZ Global Code of Ethics
2018 Code of Ethics EMEA (ex UK) Page 9 of 31 |
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.
All transactions in Invesco Ltd. securities must be pre-cleared. Please refer to Appendix 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.
3.3.2 |
The Pre-clearance Process |
For those using STAR the pre-clearance process involves the following steps:
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The proposed trade must be entered into the Star Compliance system. |
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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). |
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The Star Compliance system will check to see if the security is on the restricted list (refer to section 4.1.1). |
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If any potential conflicts are identified by the Star Compliance system, the request will be reviewed by the IVZ Global Code of Ethics Team. |
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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 |
Any approval granted to a Covered Person to execute a personal security transaction is valid for that trading day only (i.e. the one related to the market where the security is traded for example, if you are trading on the US market, you should refer to the opening hours of the US market). If the approval is granted after the close of the market where the security is traded 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.
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
2018 Code of Ethics EMEA (ex UK) Page 10 of 31 |
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 trading day only , except in the following situations:
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Approval is granted after the close of the market where the security is traded. In this case, approval is valid through the next trading day. |
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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. |
Where an employee received approval for trading funds placed the order on the same trading day, it is recognized that the execution of that order may be delayed. These trades will be reviewed on a case by case basis to determine whether the delay in execution constitutes a breach of the Code of Ethics.
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 do not apply to the following transactions, unless otherwise indicated: |
3.4.1 |
Invesco Affiliated Funds : Invesco open ended 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) and 60 days holding period (as detailed in the section 4.1.6 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 |
2018 Code of Ethics EMEA (ex UK) Page 11 of 31 |
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, including direct obligations of an OECD country (e.g. US Treasury Bonds) |
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 |
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. |
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 affiliated ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared.
3.4.8 |
Others: In-specie transfers; Bankers acceptances, bank certificates of deposit, commercial paper and High Quality Short-Term Debt Instruments including repurchase agreements. |
3.4.9 |
Note that all of the transactions described in paragraphs 3.4.1. to 3.4.9 while not subject to pre-clearance, are nevertheless subject to some of the requirements and limits in section 4 (see details below) and all of the reporting requirements set forth below in paragraph 7. This must be done in a timely manner after the transaction . |
2018 Code of Ethics EMEA (ex UK) Page 12 of 31 |
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.
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may not buy or sell a Covered Security within two trading days after a Client trades in that security; and |
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may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
Investment Personnel.
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may not buy or sell a Covered Security within three trading days before or after a Client trades in that security; and |
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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%20Indices% 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.
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/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 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, 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
2018 Code of Ethics EMEA (ex UK) Page 14 of 31 |
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, affiliated 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. |
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. For further clarity, the limit on short-term trading profits applies to all Covered Securities, unless otherwise indicated in this Code, including derivatives of individual securities and Covered Securities that are pre-clearance exempt such as unaffiliated broad-based Exchange Traded Products as described in the Pre-clearance Exempt ETF List and Invesco Affiliated Funds as described in section (3.4.1). |
Example: a purchase of an affiliated open-end scheme on 12 August and subsequent sale of the same security on 8 October would result in a disgorgement and violation of this Policy if a profit was received on the sale transaction although pre-clearance is not required.
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.
Additionally, transactions in the following categories are exempt from the 60 day holding period:
|
Securities which are direct obligations of an OECD country (e.g. US Treasury Bonds); |
|
In-specie transfers; |
|
Bankers acceptances, bank certificates of deposit, commercial paper and High Quality Short-Term Debt Instruments including repurchase agreements. |
2018 Code of Ethics EMEA (ex UK) Page 15 of 31 |
|
currencies and commodities |
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 (e.g.. hedge funds, private Real Estate Investments Real Estate Investment Trust (REITs)) 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. |
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 EMEA Head of Compliance (or their designees) may |
2018 Code of Ethics EMEA (ex UK) Page 16 of 31 |
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. |
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. |
2018 Code of Ethics EMEA (ex UK) Page 17 of 31 |
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. |
2018 Code of Ethics EMEA (ex UK) Page 18 of 31 |
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. |
2018 Code of Ethics EMEA (ex UK) Page 19 of 31 |
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 have a 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 of the Covered Person (including Covered Securities held in a retirement vehicle, including plans sponsored by Invesco or its affiliates).
2018 Code of Ethics EMEA (ex UK) Page 20 of 31 |
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; |
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 |
2018 Code of Ethics EMEA (ex UK) Page 21 of 31 |
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 |
2018 Code of Ethics EMEA (ex UK) Page 22 of 31 |
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, but not limited to 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 10 July 2018 |
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. |
2018 Code of Ethics EMEA (ex UK) Page 23 of 31 |
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
2018 Code of Ethics EMEA (ex UK) Page 24 of 31 |
conclusion to be drawn as to the possible effect on the price of the relevant real estate investment.
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.
2018 Code of Ethics EMEA (ex UK) Page 25 of 31 |
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.
2018 Code of Ethics EMEA (ex UK) Page 26 of 31 |
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. |
A Covered Person means any director, officer, full or part time Employee of Invesco and any 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. |
5 |
Employee means a person who has a contract of employment with an Invesco Company within Europe (excluding UK); 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. |
Initial Public Offering means any security which is being offered for the first time on a Recognised Stock Exchange. |
2018 Code of Ethics EMEA (ex UK) Page 27 of 31 |
11. |
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. |
12. |
Securities Transaction means a purchase of or sale of Securities. |
13. |
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. |
14. |
Affiliate schemes defined as all UK domiciled Invesco ICVCs, all Invesco Continental European domestic ranges and all Invesco Ireland and Luxembourg SICAVs and Unit T |
2018 Code of Ethics EMEA (ex UK) Page 28 of 31 |
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 | Compliance Officer | Compliance | ||||||
Officer | Officer | |||||||
Exercise of Employee Stock Options when |
Yes | Not permitted in | Yes | n/a | ||||
same day sale |
closed periods | |||||||
Recd when merged w/ Invesco |
IVZ Company | for those in the | Compliance Officer | |||||
Options for Stock Grants |
Secretarial | Blackout Group. | ||||||
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 |
Stock holding | |||||||
Options for Restricted StkAwards |
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.
2018 Code of Ethics EMEA (ex UK) Page 29 of 31 |
APPENDIX C
Personal Account Dealing Guidance Overview
Please consider that this is a non-exhaustive list and constitutes only an overview on some of the situations you may encounter. You must refer to the main text of the Code to be fully compliant with the requirements.
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**, including affiliated ETFs etc. | x | x | ||||||||||||||||||
IVZ funds/products (except for affiliated ETFs) | x | x | ||||||||||||||||||
Privately issued investment securities/hedge funds | x | x | ||||||||||||||||||
Independent Non-Executive Directors: Personal Investment Transactions in IVZ Ltd. shares. | x | x | ||||||||||||||||||
Government and local authority debt (non-OECD country) | x | x | ||||||||||||||||||
Undirected/Automatic transactions or movements | x | x | ||||||||||||||||||
Non affiliated UCITS | 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 |
2018 Code of Ethics EMEA (ex UK) Page 30 of 31 |
APPENDIX E
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: ) Date of Request: Name of Broker Office 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 B - Venture 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 certify that I do not possess material nonpublic information regarding this security and its issuer, nor am I aware of any recent trading activity in this security on behalf of clients. 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 Noo 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 C - Equity, 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. Do you, or to your knowledge does anyone at Invesco, possess material non-public information regarding the security or the issuer of the security To your knowledge are the securities (or equivalent securities) being considered, for purchase or sale by one or more accounts managed by Invesco 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 Are the securities being acquired in an initial public offering Are the securities being acquired in a private placement If so, please complete the Private Placement form which can be obtained from the Compliance Department. Yes No Yes No Yes No Yes No Yes No 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, that would 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.
2018 Code of Ethics EMEA (ex UK) Page 31 of 31 |
Invesco Senior Secured Management, Inc. (ISSM)
Code of Ethics Policy
I. Introduction
Our fiduciary relationship with our clients requires that we and our employees place the interests of our clients first. As such, ISSM has adopted this Code of Ethics (the Code), the Invesco Ltd. Code of Conduct and the Invesco Insider Trading Policies. These policies set forth guidelines that promote ethical conduct, covering all ISSM officers and employees, as well as persons deemed to be Access Persons under the Code. Access Persons are defined as officers, directors or persons who have access to non-public information regarding any clients purchase or sale of securities, or information regarding the portfolio holdings of any client account advised by ISSM. All Invesco employees considered to be Access Persons of ISSM who follow their own regional code of ethics policy will deemed to comply with this Code. 1
II. Statement of Fiduciary Principles
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. 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.
In adherence to Invescos Code of Conduct, all 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:
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To defraud such client in any manner; |
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To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such a client; |
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To engage in any manipulative practice with respect to such client; or |
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To engage in any manipulative practice with respect to securities, including price manipulation. |
III. Disclosure & Reporting
Employees should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm. ISSM appointed Tara McAleer as its CCO. All references to the CCO in this policy or other ISSM policies refer to Tara McAleer. All employees are required to report any material violation of this Code of Ethics promptly to the CCO. 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.
IV. Sanctions
Any violations of this Code or the broader regional codes 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.
1 |
Access Persons located in the U.S. must comply with Invesco Advisers, Inc. Code of Ethics. While ISSM is generally following the IAI Code of Ethics, the provisions related to blackout restrictions within the IAI Code of Ethics are not applicable to ISSM Covered Persons. Access Persons located in the U.K must comply with the Invesco UK Code of Ethics. Access persons located in Hyderabad must comply with the Invesco Hyderabad Personal Trading Policy and the Invesco Asset Management India Personal Trading Policy. |
1 | Revised August 2018 |
Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2019
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 | 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 | 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 | 10 | ||||||||||||||
B. Invesco Ltd. Securities | 10 | |||||||||||||||
C. Limitations on Other Personal Activities | 10 | |||||||||||||||
1 | Outside Business Activities | 10 | ||||||||||||||
2 | Gifts and Entertainment | 10 | ||||||||||||||
| Gifts | 11 | ||||||||||||||
| Entertainment | 11 | ||||||||||||||
3 | U.S. Department of Labor Reporting | 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 Violations of Law or Invesco Policy | 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. | Global Ethics Office Contacts | 18 |
Code of Ethics | 2 |
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2019)
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:
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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.; |
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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 |
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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:
Code of Ethics | 3 |
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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 |
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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 |
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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 Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees 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 are described in Section VI. of this Code under Reporting of Potential Violations of Law or Invesco Policy.
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, or would have after the transaction, 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 products(ETPs), closed-end funds, and any of their derivatives such as options and futures. All Invesco Affiliated Mutual Funds (including
Code of Ethics | 4 |
both open-end mutual funds and closed-end funds) and Invesco Affiliated ETPs 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 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 Mutual 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 : Covered Persons 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 Affiliated ETPs and ETPs not listed on the Pre-clearance Exempt ETF List must be pre-cleared.
Currencies, commodities : Covered Persons 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 : Covered Persons 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 that are not Affiliated Mutual Funds. 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
Code of Ethics | 5 |
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. |
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may not buy or sell a Covered Security within two trading days after a Client trades in that security. |
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may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
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Investment Personnel. |
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may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
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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, a Covered Person without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Covered Persons, 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 Covered Person 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:
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Equity de minimis exemptions. |
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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
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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 |
Code of Ethics | 6 |
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. |
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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 $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:
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A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
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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. For further clarity, the limit on short-term trading profits applies to all Covered Securities, unless otherwise indicated in this Code, including derivatives of individual securities and Covered Securities that are pre-clearance exempt such as unaffiliated broad-based Exchange Traded Products as described in the Pre-clearance Exempt ETF List and Affiliated Open-End Mutual Funds.
Example: August 12 th SPY is purchased at $10 per share
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October 8 th the shares of SPY are sold at $11 per share |
A profit of $1 per share was received within 60 days of the purchase date. |
Although SPY does not require pre-clearance, selling at a profit within 60 days of purchase is prohibited and would result in a violation of the Code and disgorgement of profits. |
Code of Ethics | 7 |
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. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
Transactions in Exempted Securities, 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.
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.
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 Transaction in its sole discretion without being required to specify any reason for the refusal.
9. Covered Account Requirements .
a. U.S. Approved Brokers:
The following link, posted on the Invesco intranet site, includes a list of U.S. 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. U.S. Brokerage Account may only be held with:
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U.S. Approved Brokers; |
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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, |
Code of Ethics | 8 |
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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. U.S. Affiliated Open End Mutual Funds may only be held with:
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U.S. Approved Brokers; |
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The Invesco CollegeBound 529 Plan; or |
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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 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.
Code of Ethics | 9 |
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 . Covered Persons 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 Covered Personmay effect short sales of Invesco Ltd. securities.
2. No Covered Personmay engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to blackout periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
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
Code of Ethics | 10 |
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:
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Give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency; |
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Give or accept cash or any possible cash equivalent from a broker or vendor; |
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Reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance; or |
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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. |
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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. |
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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. |
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 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.
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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):
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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; |
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The security identifier for each Covered Security (CUSIP, symbol, etc.); |
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The name of any broker-dealer or bank with or through which the Covered Person maintains an account in which any securities (including any securities excluded from the definition of Covered Securities) are held for the direct or indirect benefit of the Covered Person; and |
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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:
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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; |
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The nature of the transaction (buy, sell, etc.); |
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The security identifier (CUSIP, symbol, etc.); |
Code of Ethics | 12 |
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The price of the Covered Security at which the transaction was executed; |
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The name of the broker-dealer or bank executing the transaction; and |
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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:
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The date the account was established; |
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The name of the broker-dealer or bank; and |
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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:
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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; |
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The security identifier for each Covered Security (CUSIP, symbol, etc.); |
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The name of any broker-dealer or bank with or through which the Covered Person maintains an account in which any securities (including any securities excluded from the definition of Covered Securities) are held; for the direct or indirect benefit of the Covered Person; and |
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The date that the report is submitted by the Covered Person to Compliance. |
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d. Gifts and Entertainment Reporting.
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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. |
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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 Violations of Law or Invesco Policy
Invesco Advisers, Inc. has created several channels for Employees to raise potential violations . An Employee should first raise their concern with his or her 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 raising their concern 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 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.
Code of Ethics | 14 |
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:
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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 |
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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
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Affiliated ETPs generally includes all exchange traded products (exchange trade funds, exchange traded note and exchange traded commodities) advised or sub-advised by Invesco Advisers Inc., or whose investment adviser or principal underwriter controls is controlled by, or is under common control with Invesco Advisers Inc. |
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Affiliated Mutual Funds generally includes all open-end mutual funds advised or sub-advised by Invesco Advisers, Inc. or whose investment adviser or principal underwriter controls, is controlled by, or is under common control with 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. |
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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, |
Code of Ethics | 15 |
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. |
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Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds. |
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Control has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
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Covered Person means and includes: |
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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. |
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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. |
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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.
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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; |
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Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
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Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. and whose investment adviser or principal underwriter does not control, is not controlled by, or is not under common control with Invesco Advisers Inc. All Affiliated Mutual Funds shall be |
Code of Ethics | 16 |
considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.; |
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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; |
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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. |
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Employee means and includes: |
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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. |
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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. |
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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. |
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Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
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Independent Trustee means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act. |
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Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act. |
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Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors. |
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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 |
Code of Ethics | 17 |
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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Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
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Private Securities Transaction means any securities transaction relating to 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. |
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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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Trustee means any member of the Board of Trustees for an open-end mutual fund or closed-end 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. Global Ethics Office Contacts
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Telephone Hotline: 1-877-331-CODE [2633] |
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E-Mail: codeofethicsnorthamerica@invesco.com |
Last Revised: January 1, 2019
Code of Ethics | 18 |
POWER OF ATTORNEY
I appoint Sheri Morris and Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ David C. Arch |
David C. Arch |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Bruce L. Crockett |
Bruce L. Crockett |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Jack M. Fields |
Jack M. Fields |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Martin L. Flanagan |
Martin L. Flanagan |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Cynthia L. Hostetler |
Cynthia L. Hostetler |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Eli Jones |
Eli Jones |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Prema Mathai-Davis |
Prema Mathai-Davis |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Teresa M. Ressel |
Teresa M. Ressel |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor 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, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Raymond Stickel Jr. |
Raymond Stickel Jr. |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Philip A. Taylor |
Philip A. Taylor |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Robert C. Troccoli |
Robert C. Troccoli |
Date: March 28, 2018 |
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 2024 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 Jeffrey Kupor, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Fund listed on Schedule A attached hereto and incorporated herein, effective March 28, 2018, to:
(1) sign on my behalf any and all filings made by the Fund 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 Jeffrey Kupor, 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 Jeffrey Kupor lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/s/ Christopher L. Wilson |
Christopher L. Wilson |
Date: March 28, 2018 |
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 2024 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