As filed with the United States Securities and Exchange Commission on August 27, 2019
1933 Act Registration No. 002-57526
1940 Act Registration No. 811-02699
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ |
Pre-Effective Amendment No. | ☐ |
Post-Effective Amendment No. 149 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 145 | ☒ |
(Check appropriate box or boxes.)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
(Exact name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1000, Houston, TX 77046-1173
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code: (713) 626-1919
Jeffrey H. Kupor, Esquire
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Name and Address of Agent for Service)
Copy to:
Joseph C. Benedetti, Esquire Invesco Advisers, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173 |
Matthew R. DiClemente, Esquire Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7018 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Amendment.
It is proposed that this filing will become effective (check appropriate box):
☐ |
immediately upon filing pursuant to paragraph (b) |
☒ |
on August 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) |
If appropriate, check the following box:
☐ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
GBL-STATPRO-SUP-1
Statutory Prospectus Supplement dated August 28, 2019
The purpose of this supplement is to provide you with changes to the current Statutory Prospectuses for Class A, C, R, Y and Investor Class shares (collectively, the Retail Classes) of the Funds, as applicable, listed below:
Invesco American Value Fund | Invesco Oppenheimer Global Focus Fund | |
Invesco Comstock Fund | Invesco Oppenheimer International Diversified Fund | |
Invesco Dividend Income Fund | Invesco Oppenheimer Main Street Small Cap Fund® | |
Invesco Energy Fund | Invesco Oppenheimer Real Estate Fund | |
Invesco Gold & Precious Metals Fund | Invesco Oppenheimer Small Cap Value Fund | |
Invesco Mid Cap Growth Fund | Invesco Small Cap Value Fund | |
Invesco OFI Pictet Global Environmental Solutions Fund | Invesco Technology Fund | |
Invesco Oppenheimer Dividend Opportunity Fund | Invesco Technology Sector Fund | |
Invesco Value Opportunities Fund |
This supplement amends the Statutory Prospectuses of the above referenced funds (the Funds) and is in addition to any other supplement(s), unless otherwise specified. You should read this supplement in conjunction with the Statutory Prospectus and retain it for future reference.
Effective September 3, 2019:
The following information replaces in its entirety footnote number one appearing under the heading Shareholder Account Information Choosing a Share Class in the prospectus for each Fund:
1 Invesco Conservative Income Fund, Invesco Oppenheimer Short Term Municipal Fund and Invesco Oppenheimer Ultra-Short Duration Fund do not have initial sales charges or CDSCs on redemptions.
The following information replaces in its entirety the first two paragraphs and the following tables appearing under the heading Shareholder Account Information Initial Sales Charges (Class A Shares Only) in the prospectus for each Fund:
The Funds are grouped into six categories for determining initial sales charges. The Other Information section of each Funds prospectus will tell you the sales charge category in which the Fund is classified. Additionally, Class A shares of Invesco Conservative Income Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Short Term Municipal Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund do not have initial sales charges. As used below, the term offering price with respect to all categories of Class A shares includes the initial sales charge.
If you purchase $1,000,000 or more of Class A shares of Category I, II or V Funds or $250,000 or more of Class A shares of Category IV or VI Funds (a Large Purchase) the initial sales charge set forth below will be waived; though your shares will be subject to a 1% CDSC if you dont hold such shares for at least 18 months.
Category I Initial Sales Charges | ||||||||
Investors 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 |
GBL-STATPRO-SUP-1
GBL-STATPRO-SUP-1
Category II Initial Sales Charges |
|
|||||||
Investors 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 |
|
|||||||
Investors 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 |
|
|||||||
Investors 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 | ||||||
Category V Initial Sales Charges |
|
|||||||
Investors Sales Charge | ||||||||
Amount invested |
As a % of
Offering Price |
As a % of
Investment |
||||||
Less than $100,000 |
3.25 | % | 3.36 | % | ||||
$100,000 but less than $250,000 |
2.75 | 2.83 | ||||||
$250,000 but less than $500,000 |
1.75 | 1.78 | ||||||
$500,000 but less than $1,000,000 |
1.50 | 1.52 | ||||||
Category VI Initial Sales Charges |
|
|||||||
Investors 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 |
GBL-STATPRO-SUP-1
GBL-STATPRO-SUP-1
The following information replaces in its entirety the last paragraph appearing under the heading Shareholder Account Information Initial Sales Charges (Class A Shares Only) Qualifying for Reduced Sales Charges and Sales Charge Exceptions in the prospectus for each Fund:
Purchases of Class A shares of Invesco Conservative Income Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Ultra-Short Duration Fund, Invesco Oppenheimer Short Term Municipal Fund and Invesco Tax-Exempt Cash Fund, Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Invesco Oppenheimer Government Money Market Fund, or Investor Class shares of any Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to ROAs or LOIs.
The following information replaces in its entirety the first paragraph appearing under the heading Shareholder Account Information Contingent Deferred Sales Charges (CDSCs) CDSCs on Class A Shares and Invesco Cash Reserve Shares in the prospectus for each Fund:
Any shares of a Large Purchase of Class A shares redeemed prior to 18 months after the date of purchase will be subject to a CDSC of 1% with the exception of Class A shares of Invesco Conservative Income Fund, Invesco Oppenheimer Short Term Municipal Fund and Invesco Oppenheimer Ultra-Short Duration Fund which do not have CDSCs on redemptions.
GBL-STATPRO-SUP-1
|
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Prospectus | August 28, 2019 | |||
Invesco Oppenheimer International Diversified Fund | ||||
Class: A (OIDAX), C (OIDCX), R (OIDNX), Y (OIDYX) | ||||
As with all other mutual fund securities, the U.S. Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call (800) 959-4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
An investment in the Fund:
∎ |
is not FDIC insured; |
∎ |
may lose value; and |
∎ |
is not guaranteed by a bank. |
Table of Contents
1 | ||||
Investment Objective(s), Strategies, Risks and Portfolio Holdings |
4 | |||
12 | ||||
13 | ||||
13 | ||||
14 | ||||
14 | ||||
14 | ||||
14 | ||||
14 | ||||
14 | ||||
15 | ||||
A-1 | ||||
A-1 | ||||
A-2 | ||||
A-2 | ||||
A-3 | ||||
A-6 | ||||
A-7 | ||||
A-8 | ||||
A-11 | ||||
A-12 | ||||
Excessive Short-Term Trading Activity (Market Timing) Disclosures |
A-12 | |||
A-13 | ||||
A-16 | ||||
Taxes (applicable to certain Invesco Oppenheimer and Invesco MLP Funds only) |
A-18 | |||
A-20 | ||||
Important Notice Regarding Delivery of Security Holder Documents |
A-21 | |||
Back Cover |
Invesco Oppenheimer International Diversified Fund
Investment Objective(s)
The Funds investment objective is to seek capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Invesco Funds. More information about these and other discounts is available from your financial professional and in the section Shareholder Account InformationInitial Sales Charges (Class A Shares Only) on page A-3 of the prospectus and the section Purchase, Redemption and Pricing of Shares-Purchase and Redemption of Shares on page L-1 of the statement of additional information (SAI). Investors may pay commissions and/or other forms of compensation to an intermediary, such as a broker, for transactions in Class Y shares, which are not reflected in the table or the Example below.
1 |
A contingent deferred sales charge may apply in some cases. See Shareholder Account Information-Contingent Deferred Sales Charges (CDSCs). |
2 |
Other Expenses have been restated to reflect current fees. |
3 |
Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (including Acquired Fund Fees and Expenses and excluding certain items discussed in the SAI) of Class A, Class C, Class R and Class Y shares to 1.29%, 2.04%, 1.54% and 0.99%, respectively, of the Funds average daily net assets (the expense limits) through May 31, 2021. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits without approval of the Board of Trustees. |
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This Example does not include commissions and/or other forms of compensation that investors may pay on transactions in Class Y shares. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain equal to the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for the contractual period above and the Total Annual Fund Operating Expenses thereafter.
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
Class A |
$ | 672 | $ | 931 | $ | 1,209 | $ | 2,000 | ||||||||||||
Class C |
$ | 305 | $ | 634 | $ | 1,088 | $ | 2,348 | ||||||||||||
Class R |
$ | 155 | $ | 480 | $ | 829 | $ | 1,813 | ||||||||||||
Class Y |
$ | 101 | $ | 319 | $ | 557 | $ | 1,242 |
You would pay the following expenses if you did not redeem your shares:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
Class A |
$ | 672 | $ | 931 | $ | 1,209 | $ | 2,000 | ||||||||||||
Class C |
$ | 205 | $ | 634 | $ | 1,088 | $ | 2,348 | ||||||||||||
Class R |
$ | 155 | $ | 480 | $ | 829 | $ | 1,813 | ||||||||||||
Class Y |
$ | 101 | $ | 319 | $ | 557 | $ | 1,242 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the predecessor funds (defined below) portfolio turnover rate was 7% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund is a special type of mutual fund known as a fund of funds because it primarily invests in other mutual funds. Those funds are referred to as the Underlying Funds. The Underlying Funds mainly invest in foreign equity securities, which are securities of companies organized under the laws of a foreign country, or with a substantial portion of their operations, assets, revenue or profits from businesses, investments or sales outside the United States or securities traded primarily in foreign securities markets. Certain Underlying Funds may invest 100% of their assets in securities of foreign companies. Some Underlying Funds may invest in emerging or developing markets as well as in developed markets throughout the world. From time to time an Underlying Fund may place greater emphasis on investing in one or more particular industry or region. Under normal market conditions, the Fund will invest in shares of some or all of the following Invesco Oppenheimer global or international funds that were chosen based on the Advisers determination that they could provide capital appreciation:
∎ |
Invesco Oppenheimer Developing Markets Fund |
∎ |
Invesco Oppenheimer International Growth Fund |
∎ |
Invesco Oppenheimer International Small-Mid Company Fund |
∎ |
Invesco Oppenheimer International Equity Fund |
The Fund will typically invest in a minimum of three of the Underlying Funds and will not invest more than 50% of its net assets in any single Underlying Fund. The Adviser may change the weightings in the Underlying Funds at any time, without prior approval from or notice to shareholders. Normal market conditions are when securities markets and economic conditions are not unstable or adverse, in the judgment of the Adviser.
The Adviser will monitor the markets and allocate assets among the Underlying Funds based on changing market or economic conditions and investment opportunities. In determining how much of the Funds assets to invest in an Underlying Fund, the Adviser will seek to diversify the Funds investments internationally and among different investment styles, larger and smaller market capitalizations and between developed and emerging markets. The Fund may also change its allocations based on the Advisers evaluation of economic factors that it believes are not reflected in particular markets in which one or more of the Underlying Funds invest or on current
1 Invesco Oppenheimer International Diversified Fund
or anticipated changes in currency valuations. The Adviser monitors the Underlying Fund selections and in response to changing market or economic conditions, the Adviser may change any or all of the Underlying Funds, including using funds that may be created in the future, without prior approval from or notice to shareholders. Although the term Underlying Funds refers to Invesco Oppenheimer Developing Markets Fund, Invesco Oppenheimer International Growth Fund, Invesco Oppenheimer International Small-Mid Company Fund, and Invesco Oppenheimer International Equity Fund, for ease of reference, the Fund also uses the term Underlying Funds to refer to Underlying Funds that may be used in the future.
The Fund may hold a portion of its assets in cash, money market securities or other similar, liquid investments, including in shares of money market mutual funds in the Invesco family of funds. This will generally occur at times when the Fund is unable to immediately invest funds received from purchases of Fund shares or from redemptions of other investments or to maintain liquidity.
Principal Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The risks associated with an investment in the Fund can increase during times of significant market volatility. Because the Fund is a fund of funds, the Fund is subject to the risks associated with the underlying funds in which it invests. The principal risks of investing in the underlying funds, and therefore the Fund, are:
Risks of Investing in the Underlying Funds. Each of the Underlying Funds has its own investment risks, and those risks can affect the value of the Funds investments and therefore the value of the Funds shares. To the extent that the Fund invests more of its assets in one Underlying Fund than in another, it will have greater exposure to the risks of that Underlying Fund. The investment objective and principal investment strategies of each of the Underlying Funds are described in the section More Information About the Underlying Funds beginning on page 12 of this prospectus. There is no guarantee that the Fund or any Underlying Fund will achieve its investment objective. The Underlying Funds will each pursue their investment objectives and policies without the approval of the Fund. If an Underlying Fund were to change its investment objective or policies, the Fund may be forced to sell its shares of that Underlying Fund at a disadvantageous time.
Allocation Risk. The Funds ability to achieve its investment objective depends largely upon selecting the best mix of Underlying Funds. There is the risk that portfolio manager evaluations and assumptions regarding the Underlying Funds prospects may be incorrect in view of actual market conditions.
Risks of Foreign Investing. Foreign securities are subject to special risks. Securities traded in foreign markets may be less liquid and more volatile than those traded in U.S. markets. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult for the Fund to evaluate a foreign companys operations or financial condition. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of investments denominated in that foreign currency and in the value of any income or distributions the Fund may receive on those investments. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in the settlement of transactions, changes in economic or monetary policy in the United States or abroad, expropriation or nationalization of a companys assets, or other political and economic factors. In addition, due to the inter-relationship of global economies and financial markets, changes in political and economic factors in one country or region could adversely affect conditions in another country or region. Investments in foreign securities may also expose the Fund to time-zone arbitrage risk.
Foreign securities may trade on weekends or other days when the Fund does not price its shares. As a result, the value of the Funds net assets may change on days when you will not be able to purchase or redeem the Funds shares. At times, the Fund may emphasize investments in a particular country or region and may be subject to greater risks from adverse events that occur in that country or region. Foreign securities and foreign currencies held in foreign banks and securities depositories may be subject to only limited or no regulatory oversight.
Risks of Developing and Emerging Markets. Investments in developing and emerging markets are subject to all the risks associated with foreign investing, however, these risks may be magnified in developing and emerging markets. Developing or emerging market countries may have less well-developed securities markets and exchanges that may be substantially less liquid than those of more developed markets. Settlement procedures in developing or emerging markets may differ from those of more established securities markets, and settlement delays may result in the inability to invest assets or to dispose of portfolio securities in a timely manner. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, and governments of developing or emerging market countries may also be more unstable than the governments of more developed countries. Such countries economies may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Developing or emerging market countries also may be subject to social, political or economic instability. The value of developing or emerging market countries currencies may fluctuate more than the currencies of countries with more mature markets. Investments in developing or emerging market countries may be subject to greater risks of government restrictions, including confiscatory taxation, expropriation or nationalization of a companys assets, restrictions on foreign ownership of local companies, restrictions on withdrawing assets from the country, protectionist measures, and practices such as share blocking. In addition, the ability of foreign entities to participate in privatization programs of certain developing or emerging market countries may be limited by local law. Investments in securities of issuers in developing or emerging market countries may be considered speculative.
Eurozone Investment Risks. Certain of the regions in which the Fund may invest, including the European Union (EU), currently experience significant financial difficulties. Following the global economic crisis that began in 2008, some of these countries have depended on, and may continue to be dependent on, the assistance from others such as the European Central Bank (ECB) or other governments or institutions, and failure to implement reforms as a condition of assistance could have a significant adverse effect on the value of investments in those and other European countries. In addition, countries that have adopted the euro are subject to fiscal and monetary controls that could limit the ability to implement their own economic policies, and could voluntarily abandon, or be forced out of, the euro. Such events could impact the market values of Eurozone and various other securities and currencies, cause redenomination of certain securities into less valuable local currencies, and create more volatile and illiquid markets. Additionally, the United Kingdoms intended departure from the EU, commonly known as Brexit, may have significant political and financial consequences for Eurozone markets, including greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in the United Kingdom.
Risks of Investing in Stocks. The value of the Funds portfolio may be affected by changes in the stock markets. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
2 Invesco Oppenheimer International Diversified Fund
The prices of individual stocks generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized (for example foreign stocks, stocks of small- or mid-cap companies, growth or value stocks, or stocks of companies in a particular industry), fund share values may fluctuate more in response to events affecting the market for those types of securities.
Affiliated Portfolio Risk. In managing the Fund, the Adviser will have authority to select and substitute Underlying Funds. The Adviser may be subject to potential conflicts of interest in selecting Underlying Funds because the fees paid to each by some Underlying Funds for its advisory services are higher than the fees paid by other Underlying Funds. However, the Adviser monitors the investment process to seek to identify, address and resolve any potential issues.
Risks of Small- and Mid-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. Mid-cap companies are generally companies that have completed their initial start-up cycle, and in many cases have established markets and developed seasoned market teams. While smaller companies might offer greater opportunities for gain than larger companies, they also may involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Small- and mid-cap companies securities may trade in lower volumes and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Small- and mid-cap companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since small- and mid-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Small- and mid-cap companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. It may take a substantial period of time before the Fund realizes a gain on an investment in a small- or mid-cap company, if it realizes any gain at all.
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The Fund has adopted the performance of the Oppenheimer International Diversified Fund (the predecessor fund) as the result of a reorganization of the predecessor fund into the Fund, which was consummated after the close of business on May 24, 2019 (the Reorganization). Prior to the Reorganization, the Fund had not yet commenced operations. The bar chart shows changes in the performance of the predecessor fund from year to year as of December 31. The performance table compares the predecessor funds performance to that of a broad-based securities market benchmark. For more information on the benchmark used see the Benchmark Descriptions section of the prospectus. The Funds (and the predecessor funds) past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
The returns shown for periods ending on or prior to May 24, 2019 are those of the Class A, Class C, Class R and Class Y shares of the predecessor fund. Class A, Class C, Class R and Class Y shares of the predecessor fund were reorganized into Class A, Class C, Class R and Class Y shares, respectively, of the Fund after the close of business on May 24, 2019.
Class A, Class C, Class R and Class Y shares returns of the Fund will be different from the returns of the predecessor fund as they have different expenses. Performance for Class A shares has been restated to reflect the Funds applicable sales charge.
Updated performance information is available on the Funds website at www.invesco.com/us.
Annual Total Returns
The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower.
Class A shares year-to-date (as of June 30, 2019): 15.96%
Best Quarter (ended June 30, 2009): 31.79%
Worst Quarter (ended September 30, 2011): -18.31%
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for other classes will vary.
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
Portfolio Manager | Title | Length of Service on the Fund | ||
George R. Evans |
Portfolio Manager | 2019 (predecessor fund 2005) |
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, through our website at www.invesco.com/us, by mail to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078, or by telephone at 800-959-4246.
3 Invesco Oppenheimer International Diversified Fund
There are no minimum investments for Class R shares for fund accounts. The minimum investments for Class A, C and Y shares for fund accounts are as follows:
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 |
Tax Information
The Funds distributions generally are taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account, in which case your distributions may be taxed as ordinary income when withdrawn from the tax-advantaged account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediarys website for more information.
Investment Objective(s), Strategies, Risks and Portfolio Holdings
Objective(s), Principal Investment Strategies and Risks
The Funds investment objective is to seek capital appreciation. The Funds investment objective may be changed by the Board of Trustees (the Board) without shareholder approval.
The following strategies and types of investments are the ones that the Fund and certain Underlying Funds consider to be the most important in seeking to achieve their investment objectives and the following risks are those the Fund expects its portfolio to be subject to as a whole.
Investments In The Underlying Funds. Under normal circumstances, the Fund invests in a diversified portfolio made up of varying allocations of investments in the Underlying Funds. The mix of Underlying Funds was chosen based on a determination that they could provide the diversification needed to implement the Funds allocation strategies. The choice of Underlying Funds, the objectives and policies of the Underlying Funds and the Funds allocations to the Underlying Funds may change from time to time without approval by the Funds shareholders.
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Invesco Oppenheimer Developing Markets Fund invests mainly in common stock of issuers in emerging and developing markets throughout the world. |
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Invesco Oppenheimer International Growth Fund invests mainly in common stocks of companies outside of the United States that it considers to be growth companies. |
Invesco Oppenheimer International Small-Mid Company Fund invests mainly in common stock of small- and mid-capitalization companies outside of the United States. |
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Invesco Oppenheimer International Equity Fund invests mainly in common stocks of companies outside of the United States that management believes are undervalued. |
An Underlying Fund may have investment policies similar to those of one or more of the other Underlying Funds or other funds advised by the Adviser or its affiliates. If one of those other funds purchases or sells a particular security at the same time that an Underlying Fund is purchasing or selling it, such purchases or sales could affect the supply or price of the security. The simultaneous purchase of a security by one Underlying Fund and its sale by another Underlying Fund could also increase the trading costs borne indirectly by the Fund.
Common Stock and Other Equity Investments. Equity securities include common stock, preferred stock, rights, warrants and certain securities that are convertible into common stock. Equity investments may be exchange-traded or over-the-counter securities.
The value of the Funds portfolio may be affected by changes in the stock markets. Stocks and other equity securities fluctuate in price in response to changes to equity markets in general. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of equity securities generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized (for example foreign stocks, stocks of small- or mid-cap companies, growth or value stocks, or stocks of companies in a particular industry) their share values may fluctuate more in response to events affecting the market for that type of securities.
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Common stock represents an ownership interest in a company. It ranks below preferred stock and debt securities in claims for dividends and in claims for assets of the issuer in a liquidation or bankruptcy. |
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Preferred stock has a set dividend rate and ranks ahead of common stocks and behind debt securities in claims for dividends and for assets of the issuer in a liquidation or bankruptcy. The dividends on preferred stock may be cumulative (they remain a liability of the company until paid) or non-cumulative. The fixed dividend rate of preferred stocks may cause their prices to behave more like those of debt securities. If prevailing interest rates rise, the fixed dividend on preferred stock may be less attractive, which may cause the price of preferred stock to decline. |
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Warrants are options to purchase equity securities at specific prices that are valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities, and can be more volatile than the price of the underlying securities. If the market price of the underlying security does not exceed the exercise price during the life of the warrant, the warrant will expire worthless and any amount paid for the warrant will be lost. The market for warrants may be very limited and it may be difficult to sell a warrant promptly at an acceptable price. Rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. |
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Convertible securities can be converted into or exchanged for a set amount of common stock of an issuer within a particular period of |
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time at a specified price or according to a price formula. Convertible debt securities pay interest and convertible preferred stocks pay dividends until they mature or are converted, exchanged or redeemed. Some convertible debt securities may be considered equity equivalents because of the feature that makes them convertible into common stock. The conversion feature of convertible securities generally causes the market value of convertible securities to increase when the value of the underlying common stock increases, and to fall when the stock price falls. The market value of a convertible security reflects both its investment value, which is its expected income potential, and its conversion value, which is its anticipated market value if it were converted. If its conversion value exceeds its investment value, the security will generally behave more like an equity security, in which case its price will tend to fluctuate with the price of the underlying common stock or other security. If its investment value exceeds its conversion value, the security will generally behave more like a debt security, in which case the securitys price will likely increase when interest rates fall and decrease when interest rates rise. Convertible securities may offer the Fund the ability to participate in stock market movements while also seeking some current income. Convertible securities may provide more income than common stock but they generally provide less income than comparable non-convertible debt securities. Most convertible securities will vary, to some extent, with changes in the price of the underlying common stock and are therefore subject to the risks of that stock. In addition, convertible securities may be subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuers credit rating or the markets perception of the issuers creditworthiness. However, credit ratings of convertible securities generally have less impact on the value of the securities than they do for non-convertible debt securities. Some convertible preferred stocks have a mandatory conversion feature or a call feature that allows the issuer to redeem the stock on or prior to a mandatory conversion date. Those features could diminish the potential for capital appreciation on the investment. |
The Underlying Funds may invest in common stock and other equity securities of small, medium or large capitalization companies, as defined in the particular Underlying Funds prospectus. Not all Underlying Funds define small- and mid-cap issuers in the same way. Some of the Underlying Funds may emphasize investments in growth securities or value securities. Some of the Underlying Funds may buy convertible securities rated below investment-grade by nationally recognized statistical rating organizations.
Foreign Investing. Some of the Underlying Funds may buy stocks and other equity securities of issuers that are organized under the laws of a foreign country or that have a substantial portion of their operations or assets in a foreign country or countries, or that derive a substantial portion of their revenue or profits from businesses, investments or sales outside of the United States. Foreign securities may include securities traded primarily on foreign securities exchanges or in foreign over-the-counter markets. Some of the Underlying Funds consider securities of foreign issuers that are represented in the U.S. securities markets by American Depositary Receipts (ADRs) or similar depository arrangements to be foreign securities for purposes of their investment allocations.
Risks of Foreign Investing. Securities traded in foreign markets often involve special risks not present in U.S. investments that can increase the chances an Underlying Fund will lose money. Additional information regarding certain of the risks associated with foreign investing is provided below.
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Foreign Market Risk. If there are fewer investors in a particular foreign market, securities traded in that market may be less liquid and more volatile than U.S. securities and more difficult to price. Foreign markets may also be subject to delays in the settlement of transactions and difficulties in pricing securities. If the Fund is delayed in settling a purchase or sale transaction, it may not receive any return on the |
invested assets or it may lose money if the value of the security declines. It may also be more expensive for the Underlying Fund to buy or sell securities in certain foreign markets than in the United States, which may increase the Underlying Funds expense ratio. |
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Foreign Economy Risk. Foreign economies may be more vulnerable to political or economic changes than the U.S. economy. They may be more concentrated in particular industries or may rely on particular resources or trading partners to a greater extent. Certain foreign economies may be adversely affected by shortages of investment capital or by high rates of inflation. Changes in economic or monetary policy in the U.S. or abroad may also have a greater impact on the economies of certain foreign countries. |
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Foreign Governmental and Regulatory Risks. Foreign companies may not be subject to the same accounting and disclosure requirements as U.S. companies. As a result there may be less accurate information available regarding a foreign companys operations and financial condition. Foreign companies may be subject to capital controls, nationalization, or confiscatory taxes. There may be less government regulation of foreign issuers, exchanges and brokers than in the United States. Some countries also have restrictions that limit foreign ownership and may impose penalties for increases in the value of the Funds investment. The value of the Underlying Funds foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
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Foreign Currency Risk. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of securities denominated in that foreign currency. If the U.S. dollar rises in value against a foreign currency, a security denominated in that currency will be worth less in U.S. dollars and if the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency will be worth more in U.S. dollars. The dollar value of foreign investments may also be affected by exchange controls. Foreign currency exchange transactions may impose additional costs on the Underlying Fund. The Underlying Fund can also invest in derivative instruments linked to foreign currencies. The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of derivatives linked to that foreign currency. The Advisers selection of foreign currency-denominated investments may not perform as expected. Currency derivative investments may be particularly volatile and subject to greater risks than other types of foreign currency-denominated investments. |
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Foreign Custody Risk. There may be very limited regulatory oversight of certain foreign banks or securities depositories that hold foreign securities and foreign currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank or depository or their agents goes bankrupt. There may also be an increased risk of loss of portfolio securities. |
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Time Zone Arbitrage. If the Underlying Fund invests a significant amount of its assets in foreign securities, it may be exposed to time-zone arbitrage attempts by investors seeking to take advantage of differences in the values of foreign securities that might result from events that occur after the close of the foreign securities market on which a security is traded and before the close of the New York Stock Exchange that day, when the Underlying Funds net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Underlying Funds use of fair value pricing under certain circumstances, to adjust the closing market prices of foreign securities to reflect what the Adviser and the Board believe to be their fair value, may help deter those activities. |
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Globalization Risks. The growing inter-relationship of global economies and financial markets has increased the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade |
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policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the U.S. economy, could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. |
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Regional Focus. At times, an Underlying Fund might increase the relative emphasis of its investments in a particular region of the world. Securities of issuers in a region might be affected by changes in economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that region more than others. If the Underlying Fund has a greater emphasis on investments in a particular region, it may be subject to greater risks from adverse events that occur in that region than a fund that invests in a different region or that is more geographically diversified. Political, social or economic disruptions in the region may adversely affect the values of the Underlying Funds holdings. |
Risks of Developing and Emerging Markets. Investments in developing and emerging market countries are subject to all the risks associated with foreign investing, however, these risks may be magnified in developing and emerging markets. Investments in securities of issuers in developing or emerging market countries may be considered speculative. Additional information regarding certain of the risks associated with investing in developing and emerging markets is provided below.
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Less Developed Securities Markets. Developing or emerging market countries may have less well-developed securities markets and exchanges. Consequently they have lower trading volume than the securities markets of more developed countries and may be substantially less liquid than those of more developed countries. |
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Transaction Settlement. Settlement procedures in developing or emerging markets may differ from those of more established securities markets, and settlement delays may result in the inability to invest assets or to dispose of portfolio securities in a timely manner. As a result there could be subsequent declines in the value of the portfolio security, a decrease in the level of liquidity of the portfolio or, if there is a contract to sell the security, a possible liability to the purchaser. |
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Price Volatility. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, which may lead to greater difficulties in pricing securities. |
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Less Developed Governments and Economies. The governments of developing or emerging market countries may be more unstable than the governments of more developed countries. In addition, the economies of developing or emerging market countries may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Developing or emerging market countries may be subject to social, political, or economic instability. Further, the value of the currency of a developing or emerging market country may fluctuate more than the currencies of countries with more mature markets. |
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Government Restrictions. In certain developing or emerging market countries, government approval may be required for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Other government restrictions may include confiscatory taxation, expropriation or nationalization of company assets, restrictions on foreign ownership of local companies, protectionist measures, and practices such as share blocking. |
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Privatization Programs. The governments in some developing or emerging market countries have been engaged in programs to sell all or part of their interests in government-owned or controlled enterprises. However, in certain developing or emerging market countries, the ability of foreign entities to participate in privatization programs may be limited by local law. There can be no assurance that privatization programs will be successful. |
Eurozone Investment Risks. The European Union (EU) is an economic and political union of most western European countries and a growing number of eastern European countries, collectively known as member states. One of the key mandates of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency and a common trade policy. In order to pursue this goal, member states established the Economic and Monetary Union (EMU), which sets out different stages and commitments that member states need to follow to achieve greater economic and monetary policy coordination, including the adoption of a single currency, the euro. Many member states have adopted the euro as their currency and, as a result, are subject to the monetary policies of the European Central Bank (ECB).
The global economic crisis that began in 2008 has caused severe financial difficulties for many EU member states, pushing some to the brink of insolvency and causing others to experience recession, large public debt, restructuring of government debt, credit rating downgrades and an overall weakening of banking and financial sectors. Some of those countries have depended on, and may continue to be dependent on, the assistance from others such as the ECB, the International Monetary Fund (IMF), or other governments and institutions to address those issues. Failure by one or more EU member states to implement reforms or attain a certain performance level imposed as a condition of assistance, or an insufficient level of assistance, could deepen or prolong the economic downturn which could have a significant adverse effect on the value of investments in those and other European countries. By adopting the euro as its currency, members of the EMU are subject to fiscal and monetary controls that could limit to some degree the ability to implement their own economic policies. Additionally, EMU member states could voluntarily abandon the euro or involuntarily be forced out of the euro, including by way of a partial or complete dissolution of the EMU. The effects of such outcomes on the rest of the Eurozone and global markets as a whole are unpredictable, but are likely to be negative, including adversely impacted market values of Eurozone and various other securities and currencies, redenomination of certain securities into less valuable local currencies, and more volatile and illiquid markets. Under such circumstances, investments denominated in euros or replacement currencies may be difficult to value, the ability to operate an investment strategy in connection with euro-denominated securities may be significantly impaired and the value of euro-denominated investments may decline significantly and unpredictably. Additionally, the United Kingdoms intended departure from the EU, known as Brexit, may have significant political and financial consequences for Eurozone markets, including greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in the United Kingdom. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on asset valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation of United Kingdom banks. While the full impact of Brexit is unknown, market disruption in the EU and globally may have a negative effect on the value of the Funds investments. Additionally, the risks related to Brexit could be more pronounced if one or more additional EU member states seek to leave the EU.
Growth Investing. Growth companies are companies whose earnings and stock prices are expected to grow at a faster rate than the overall market. Growth companies can be new companies or established companies that may be entering a growth cycle in their business. Their anticipated growth may come from developing new products or services or from expanding into new or growing markets. Growth companies may be applying new technologies, new or improved distribution methods or new business models that could enable them to capture an important or dominant market position. They may have a special area of expertise or the ability to take advantage of changes in demographic or other factors in a more profitable way. Newer growth companies generally tend to retain a large part of their earnings for research, development or investments in capital assets. Although newer growth companies may not pay any dividends for
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some time, their stocks may be valued because of their potential for price increases.
Risks of Growth Investing. If a growth companys earnings or stock price fails to increase as anticipated, or if its business plans do not produce the expected results, its securities may decline sharply. Growth companies may be newer or smaller companies that may experience greater stock price fluctuations and risks of loss than larger, more established companies. Newer growth companies tend to retain a large part of their earnings for research, development or investments in capital assets. Therefore, they may not pay any dividends for some time. Growth investing has gone in and out of favor during past market cycles and is likely to continue to do so. During periods when growth investing is out of favor or when markets are unstable, it may be more difficult to sell growth company securities at an acceptable price. Growth stocks may also be more volatile than other securities because of investor speculation.
Value Investing. Value investing seeks stocks that are priced below their intrinsic or prospective worth. Value investing uses fundamental analysis and research to seek to identify issuers whose securities are undervalued in the marketplace in relation to factors such as their earnings potential, assets, industry position, management strength and cash flows. Undervalued companies may have lower stock prices because the market is not aware of their intrinsic value or does not yet fully recognize their future potential. The price of those securities may increase if other investors recognize a companys current or potential worth.
Risks of Value Investing. Value investing entails the risk that if the market does not recognize that a selected security is undervalued, the prices of that security might not appreciate as anticipated. A value investing approach could also lead to acquiring fewer securities that might experience rapid price increases during times of market advances. This could cause the investments to underperform strategies that seek capital appreciation by employing only a growth or other non-value approach. Value investing has also gone in and out of favor during past market cycles and is likely to continue to do so. During periods when value investing is out of favor or when markets are unstable, the securities of value companies may underperform the securities of growth companies.
Small- and Mid-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. Mid-cap companies are generally companies that have completed their initial start-up cycle, and in many cases have established markets and developed seasoned market teams. While smaller companies might offer greater opportunities for gain than larger companies, they also may involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Smaller companies securities often trade in lower volumes and in many instances, are traded over-the-counter or on a regional securities exchange, where the frequency and volume of trading is substantially less than is typical for securities of larger companies traded on national securities exchanges. Therefore, the securities of smaller companies may be subject to wider price fluctuations and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Small- and mid-cap companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since small- and mid-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Smaller companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. Securities of small, unseasoned companies may be particularly volatile, especially in the short term, and may have very limited
liquidity in a declining market. It may take a substantial period of time to realize a gain on an investment in a small- or mid-cap company, if any gain is realized at all.
The Fund measures the market capitalization of an issuer at the time of investment. Because the relative sizes of companies change over time as the securities market changes, the Funds definition of what is a small-cap, mid-cap or large-cap company may change over time as well. After the Fund buys the security of an individual company, that company may expand or contract and no longer fall within the designated capitalization range. Although the Fund is not required to sell the securities of companies whose market capitalizations have grown or decreased beyond the Funds capitalization-range definition, it might sell some of those holdings to try to adjust the dollar-weighted median capitalization of its portfolio. That might cause the Fund to realize capital gains on an investment and could increase taxable distributions to shareholders.
When the Fund invests in smaller company securities that might trade infrequently, investors might seek to trade Fund shares based on their knowledge or understanding of the value of those securities (this is sometimes referred to as price arbitrage). If such price arbitrage were successful, it might interfere with the efficient management of the Funds portfolio and the Fund may be required to sell securities at disadvantageous times or prices to satisfy the liquidity requirements created by that activity. Successful price arbitrage might also dilute the value of fund shares held by other shareholders.
Industry, Sector and Regional Focus. At times, an Underlying Fund may emphasize investments in a particular industry, group of industries, sector or region of the world. Securities of issuers in a particular industry or region might be affected by changes in economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that industry or region more than others.
Additional Investment Information. In anticipation of or in response to market, economic, political, or other conditions, the Funds portfolio manager may temporarily use a different investment strategy for defensive purposes. If the Funds portfolio manager does so, different factors could affect the Funds performance and the Fund may not achieve its investment objective.
The Funds investments in the types of securities and other investments described in this prospectus vary from time to time, and, at any time, the Fund may not be invested in all of the types of securities and other investments described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus.
For more information, see Description of the Funds and Their Investments and Risks in the Funds SAI.
Other Investment Strategies and Risks
The Underlying Funds can also use the investment techniques and strategies described below. An Underlying Fund might not use all of these techniques or strategies or might only use them from time to time.
Fixed-Income Investments. Some of the Underlying Funds invest primarily in debt securities to seek income. Other Underlying Funds may invest in debt securities for defensive purposes or for liquidity purposes pending the purchase of new investments or to have cash to pay for redemptions. Some of the fixed-income investments the Underlying Funds might invest in include:
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money market instruments; |
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securities issued or guaranteed by the U.S. government or its agencies and instrumentalities, including: Treasury securities, mortgage-related government securities (interests in pools of residential or commercial mortgages, in the form of collateralized mortgage obligations and other pass-through mortgage securities) and forward roll transactions (also referred to as mortgage dollar rolls); |
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municipal securities issued by states and their political subdivisions (such as cities, towns, counties, agencies and authorities), including municipal bonds, municipal notes and interests in municipal leases; |
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mortgage-related securities issued by private issuers, such as banks, savings and loans, and other entities, including private-issuer mortgage-backed securities; |
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corporate debt obligations, such as bonds, debentures, notes and preferred stock issued by U.S. and foreign corporations, partnerships or other business entities; |
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other foreign debt securities, including securities issued by foreign governments and supra-national entities, such as the World Bank; |
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zero-coupon and stripped securities; |
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commercial paper (short-term corporate debt); |
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event-linked bonds; |
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asset-backed securities (interests in pools of consumer loans and other trade receivables); |
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floating rate and variable rate securities; |
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structured notes; |
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participation interests in loans; and |
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repurchase agreements. |
Fixed-income investments may be subject to the following risks:
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Interest Rate Risk. Interest rate risk is the risk that rising interest rates, or an expectation of rising interest rates in the near future, will cause the values of the Underlying Funds investments in debt securities to decline. The values of debt securities usually change when prevailing interest rates change. When interest rates rise, the values of outstanding debt securities generally fall, and those securities may sell at a discount from their face amount. When interest rates rise, the decrease in values of outstanding debt securities may not be offset by higher income from new investments. When interest rates fall, the values of already-issued debt securities generally rise. However, when interest rates fall, the Underlying Funds investments in new securities may be at lower yields and may reduce the Underlying Funds income. The values of longer-term debt securities usually change more than the values of shorter-term debt securities when interest rates change; thus, interest rate risk is usually greater for securities with longer maturities or durations. Zero-coupon or stripped securities may be particularly sensitive to interest rate changes. Risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows. Interest rate changes may have different effects on the values of mortgage-related securities because of prepayment and extension risks. |
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Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities are more volatile and thus more likely to decline in price, and to a greater extent, than shorter-duration debt securities, in a rising interest-rate environment. Effective duration attempts to measure the expected percentage change in the value of a bond or portfolio resulting from a change in prevailing interest rates. The change in the value of a bond or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, if a bond has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the bonds value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bonds value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. |
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Credit Risk. Credit risk is the risk that the issuer of a security might not make interest and principal payments on the security as they become due. U.S. government securities generally have lower credit risks than securities issued by private issuers or certain foreign governments. If an issuer fails to pay interest, the Underlying Funds income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the Underlying Fund could lose the amount of its investment in the security. The extent of this risk varies based on the terms of the particular security and the financial condition of the issuer. A downgrade in an issuers credit rating or other |
adverse news about an issuer, for any reason, can reduce the market value of that issuers securities. |
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Credit Spread Risk. Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market expects lower-grade bonds to default more frequently. Widening credit spreads may quickly reduce the market values of the Underlying Funds lower-rated and unrated securities. Some unrated securities may not have an active trading market or may trade less actively than rated securities, which means that the Underlying Fund might have difficulty selling them promptly at an acceptable price. |
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Extension Risk. Extension risk is the risk that, if interest rates rise rapidly, prepayments on certain debt securities may occur at a slower rate than expected, and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. Extension risk is particularly prevalent for a callable security where an increase in interest rates could result in the issuer of that security choosing not to redeem the security as anticipated on the securitys call date. Such a decision by the issuer could have the effect of lengthening the debt securitys expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
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Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Underlying Fund may be required to reinvest the proceeds from a securitys sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
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Prepayment Risk. Certain fixed-income securities (in particular mortgage-related securities) are subject to the risk of unanticipated prepayment. Prepayment risk is the risk that, when interest rates fall, the issuer will redeem the security prior to the securitys expected maturity, or that borrowers will repay the loans that underlie these fixed-income securities more quickly than expected, thereby causing the issuer of the security to repay the principal prior to expected maturity. The Underlying Fund may need to reinvest the proceeds at a lower interest rate, reducing its income. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If the Underlying Fund buys those securities at a premium, accelerated prepayments on those securities could cause the Underlying Fund to lose a portion of its principal investment. The impact of prepayments on the price of a security may be difficult to predict and may increase the securitys price volatility. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. |
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Event Risk. If an issuer of debt securities is the subject of a buyout, debt restructuring, merger or recapitalization that increases its debt load, it could interfere with its ability to make timely payments of interest and principal and cause the value of its debt securities to fall. |
Fixed-Income Market Risks. The fixed-income securities market can be susceptible to unusual volatility and illiquidity. Volatility and illiquidity may be more pronounced in the case of lower-rated and unrated securities. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are near historic lows in the U.S. and in other countries. During times of reduced market liquidity, the Underlying Fund may not be able to readily sell bonds at the prices at which they are carried on the Underlying Funds books. If the Underlying Fund needed to sell large blocks of bonds to meet shareholder redemption requests or to raise cash, those sales could further reduce the bonds prices. An unexpected increase in Underlying Fund redemption requests (including requests from shareholders
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who may own a significant percentage of the Underlying Funds shares), which may be triggered by market turmoil or an increase in interest rates, as well as other adverse market and economic developments, could cause the Underlying Fund to sell its holdings at a loss or at undesirable prices and adversely affect the Underlying Funds share price and increase the Underlying Funds liquidity risk, Underlying Fund expenses and/or taxable distributions, if applicable. Similarly, the prices of the Underlying Funds holdings could be adversely affected if an investment account managed similarly to that of the Underlying Fund were to experience significant redemptions and those accounts were required to sell its holdings at an inopportune time. The liquidity of an issuers securities may decrease as result of a decline in an issuers credit rating, the occurrence of an event that causes counterparties to avoid transacting with the issuer, or an increase in the issuers cash outflows, as well as other adverse market and economic developments. A lack of liquidity or other adverse credit market conditions may hamper the Underlying Funds ability to sell the debt securities in which it invests or to find and purchase suitable debt instruments.
Economic and other market developments can adversely affect fixed-income securities markets in the United States, Europe and elsewhere. At times, participants in debt securities markets may develop concerns about the ability of certain issuers of debt securities to make timely principal and interest payments, or they may develop concerns about the ability of financial institutions that make markets in certain debt securities to facilitate an orderly market. Those concerns may impact the market price or value of those debt securities and may cause increased volatility in those debt securities or debt securities markets, reducing the willingness of some lenders to extend credit, and making it more difficult for borrowers to obtain financing on attractive terms (or at all). Under some circumstances, as was the case during the latter half of 2008 and early 2009, those concerns could cause reduced liquidity in certain debt securities markets.
Following the financial crisis, the Federal Reserve sought to stabilize the economy by keeping the federal funds rate near zero percent. The Federal Reserve purchased large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, pursuant to its monetary stimulus program known as quantitative easing. As the Federal Reserve has completed the tapering of its securities purchases pursuant to quantitative easing, it has recently raised interest rates on multiple occasions, and continues to consider future raises to the federal funds rate, there is a risk that interest rates may rise and cause fixed-income investors to move out of fixed-income securities, which may also increase redemptions in fixed-income mutual funds.
In addition, although the fixed-income securities markets have grown significantly in the last few decades, regulations and business practices have led some financial intermediaries to curtail their capacity to engage in trading (i.e., market making) activities for certain debt securities. As a result, dealer inventories of fixed-income securities, which provide an indication of the ability of financial intermediaries to make markets in fixed-income securities, are near historic lows relative to market size. Because market makers help stabilize the market through their financial intermediary services, further reductions in dealer inventories could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets.
Risks of Below-Investment-Grade Securities. Below-investment-grade securities (also referred to as junk bonds) generally have higher yields than investment-grade securities but also have higher risk profiles. Below-investment-grade securities are considered to be speculative and entail greater risk with respect to the ability of the issuer to timely repay principal and pay interest or dividends in accordance with the terms of the obligation and may have more credit risk than investment-grade securities, especially during times of weakening economic conditions or rising interest rates. These additional risks mean that the Fund may not receive the anticipated level of income from these securities, and the Funds net asset value may be affected by declines in the value of below-investment-grade securities. The major risks of below-investment-grade securities include:
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Prices of below-investment-grade securities may be subject to extreme price fluctuations, even under normal market conditions. Adverse changes in an issuers industry and general economic conditions may have a greater impact on the prices of below-investment-grade securities than on the prices of investment-grade securities. |
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Below-investment-grade securities may be issued by less creditworthy issuers and may be more likely to default than investment-grade securities. Issuers of below-investment-grade securities may have more outstanding debt relative to their assets than issuers of investment-grade securities. Issuers of below-investment-grade securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing. |
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In the event of an issuers bankruptcy, claims of other creditors may have priority over the claims of the holders of below-investment-grade securities. |
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Below-investment-grade securities may be less liquid than investment-grade securities, even under normal market conditions. There are fewer dealers in the below-investment-grade securities market and there may be significant differences in the prices quoted by the dealers. Because they are less liquid, judgment may play a greater role in valuing certain of the Funds securities than is the case with securities trading in a more liquid market. |
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Below-investment-grade securities typically contain redemption provisions that permit the issuer of the securities containing such provisions to redeem the securities at its discretion. If the issuer redeems below-investment-grade securities, the Fund may have to invest the proceeds in securities with lower yields and may lose income. |
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Below-investment-grade securities markets may be more susceptible to real or perceived adverse credit, economic, or market conditions than investment-grade securities. |
Credit Quality. An Underlying Fund may invest in securities that are rated or unrated. Investment-grade securities are those rated within the four highest rating categories by nationally recognized statistical rating organizations such as Moodys Investors Service (Moodys) or S&P Global Ratings (S&P) (or, in the case of unrated securities, determined by the investment adviser to be comparable to securities rated investment-grade). Below-investment-grade securities are those that are rated below those categories, which are also referred to as junk bonds. While securities within the fourth highest category by S&P (meaning BBB+, BBB or BBB-) or by Moodys (meaning Baa1, Baa2 or Baa3) are considered investment-grade, they have some speculative characteristics. If two or more nationally recognized statistical rating organizations have assigned different ratings to a security, the investment adviser uses the highest rating assigned.
Credit ratings evaluate the expectation that scheduled interest and principal payments will be made in a timely manner. They do not reflect any judgment of market risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer. Rating organizations might not change their credit rating of an issuer in a timely manner to reflect events that could affect the issuers ability to make timely payments on its obligations. In selecting securities for its portfolio and evaluating their income potential and credit risk, an Underlying Fund does not rely solely on ratings by rating organizations but evaluates business, economic and other factors affecting issuers as well. Many factors affect an issuers ability to make timely payments, and the credit risk of a particular security may change over time. The investment adviser also may use its own research and analysis to assess those risks. If a bond is insured, it will usually be rated by the rating organizations based on the financial strength of the insurer. The rating categories are described in an Appendix to the SAI.
Unrated Securities. Because an Underlying Fund may purchase securities that are not rated by any nationally recognized statistical rating organization, the investment adviser may internally assign ratings to those
9 Invesco Oppenheimer International Diversified Fund
securities, after assessing their credit quality and other factors, in categories similar to those of nationally recognized statistical rating organizations. There can be no assurance, nor is it intended, that the investment advisers credit analysis process is consistent or comparable with the credit analysis process used by a nationally recognized statistical rating organization. Unrated securities are considered investment-grade or below-investment-grade if judged by the investment adviser to be comparable to rated investment-grade or below-investment-grade securities. The investment advisers rating does not constitute a guarantee of the credit quality. In addition, some unrated securities may not have an active trading market or may trade less actively than rated securities, which means that the Underlying Fund might have difficulty selling them promptly at an acceptable price.
In evaluating the credit quality of a particular security, whether rated or unrated, the investment adviser will normally take into consideration a number of factors such as, if applicable, the financial resources of the issuer, the underlying source of funds for debt service on a security, the issuers sensitivity to economic conditions and trends, any operating history of the facility financed by the obligation, the degree of community support for the financed facility, the capabilities of the issuers management, and regulatory factors affecting the issuer or the particular facility.
A reduction in the rating of a security after the Underlying Fund buys it will not require the Underlying Fund to dispose of the security. However, the investment adviser will evaluate such downgraded securities to determine whether to keep them in the Underlying Funds portfolio.
Diversification and Concentration. The Fund is a diversified fund. It attempts to reduce its exposure to the risks of individual securities by diversifying its investments across a broad number of different issuers. The Fund will not concentrate its investments in issuers in any one industry. At times, however, the Fund may emphasize investments in some industries or sectors more than others. The prices of securities of issuers in a particular industry or sector may go up and down in response to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry or sector more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, its share values may fluctuate in response to events affecting that industry or sector. The Securities and Exchange Commission staff has taken the position that investment of more than 25% of a funds total assets in issuers in the same industry constitutes concentration in that industry. That limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and instrumentalities. For purposes of compliance with its concentration policy, the Fund will consider portfolio investments held by underlying investment companies in which the Fund invests, to the extent that the Fund has sufficient information about such portfolio investments. The Fund will make reasonable efforts to obtain such information.
Non-Diversification. While the Fund is a diversified fund under the Investment Company Act of 1940, the Fund may invest in Underlying Funds that are non-diversified funds. A non-diversified fund can invest a greater portion of its assets in the securities of a single issuer than a diversified fund. To the extent that a non-diversified fund invests a relatively high percentage of its assets in the securities of a single issuer or a small group of issuers, that fund is subject to additional risk of loss if those securities lose market value.
Foreign Debt Securities. Some of the Underlying Funds may also buy debt securities issued by foreign companies and foreign governments or their agencies, as well as supra-national entities, such as the World Bank. They can include bonds, debentures, and notes, including derivative investments called structured notes. Foreign debt investment can be denominated in U.S. dollars or in foreign currencies. Debt securities issued by a foreign government may not be supported by the full faith and credit of that government.
Investing in Special Situations. Some of the Underlying Funds might periodically seek to benefit from what they perceive to be a special
situation, such as a merger, reorganization, restructuring or other unusual event that is expected to affect a particular issuer. However, there is a risk that the anticipated change or event might not occur, which could have a negative impact on the price of the issuers securities. An Underlying Funds investment might not produce the expected gains or could incur a loss for the portfolio.
Cyclical Opportunities. Some Underlying Funds might seek to take advantage of changes in the business cycle by investing in companies that are sensitive to those changes. An Underlying Fund might also seek to gain from cyclical events that might affect particular issuers or industries. There is a risk that if a cyclical event does not have the anticipated effect, the value of the Underlying Funds investment could fall.
Structured Notes. Structured notes are specially-designed derivative debt instruments. The terms of the instrument may be determined or structured by the purchaser and the issuer of the note. Payments of principal or interest on these notes may be linked to the value of an index (such as a currency or securities index), one or more securities, a commodity or the financial performance of one or more obligors. The value of these notes will normally rise or fall in response to the changes in the performance of the underlying security, index, commodity or obligor.
Risks of Structured Notes. Structured notes are subject to interest rate risk. They are also subject to credit risk with respect both to the issuer and, if applicable, to the underlying security or obligor. If the underlying investment or index does not perform as anticipated, the structured note might pay less interest than the stated coupon payment or repay less principal upon maturity. The price of structured notes may be very volatile and they may have a limited trading market, making it difficult to value them or sell them at an acceptable price. In some cases, the Fund may enter into agreements with an issuer of structured notes to purchase a minimum amount of those notes over time.
Some Underlying Funds may invest in structured notes that pay an amount based on a multiple of the relative change in value of the asset or reference. This type of note increases the potential for income but at a greater risk of loss than a typical debt security of the same maturity and credit quality.
When-Issued and Delayed-Delivery Transactions. Some of the Underlying Funds may purchase securities on a when-issued basis and may purchase or sell such securities on a delayed-delivery basis. When-issued and delayed-delivery securities are purchased at a price that is fixed at the time of the transaction, with payment and delivery of the security made at a later date. During the period between purchase and settlement, the Underlying Fund makes no payment to the issuer and no interest accrues to the Underlying Fund from the investment. The securities are subject to changes in value from market fluctuations during the period until settlement and the value of the security on the delivery date may be more or less than the Underlying Fund paid. An Underlying Fund may lose money if the value of the security declines below the purchase price.
Domestic Securities. Under normal market conditions, most of the Underlying Funds do not expect to invest a significant amount of their assets in securities of U.S. issuers. However, they can hold common and preferred stocks of U.S. companies and can invest in U.S. corporate and government debt securities for defensive and liquidity purposes.
Domestic Fixed-Income Securities. The Fund may invest in Underlying Funds that may invest significantly in debt securities issued by U.S. companies, the U.S. government or U.S. government agencies. Such Underlying Funds investments in U.S. government securities may include U.S. Treasury securities and securities issued or guaranteed by agencies or instrumentalities of the U.S. government, including mortgage-related securities. The U.S. corporate debt securities such Underlying Fund may buy include U.S. commercial paper and asset-backed securities. Commercial paper is short-term corporate debt and asset-backed securities are interests in pools of consumer loans and other trade receivables. Mortgage-related and asset-backed securities are subject to additional risks that can affect the income stream from those securities as well as their values.
10 Invesco Oppenheimer International Diversified Fund
Zero-Coupon and Stripped Securities. Some of the debt securities that certain of the Underlying Funds may invest in are zero-coupon or stripped securities. They may be issued by the U.S. government or private issuers. Zero-coupon securities pay no interest prior to their maturity date or another specified date in the future but are issued at a discount from their face value. Stripped securities are the separate income or principal components of a debt security. One component might receive all the interest and the other all the principal payments. The securities that are entitled to only the principal payments may be sold at a substantial discount from the market value of the initial security.
Zero-coupon and stripped securities are particularly sensitive to changes in interest rates and may be subject to greater price fluctuations as a result of interest rate changes than interest bearing securities. Certain of the Underlying Funds may be required to pay a dividend of the imputed income on zero-coupon or principal-only security at a time when it has not actually received the income. The values of interest-only and principal-only mortgage-related securities are also very sensitive to changes in prepayments of the underlying obligations. When prepayments tend to fall, the timing of the cash flows to principal-only securities increases, making them more sensitive to interest rates. The market for zero-coupon and stripped securities may be limited, making it difficult for the Underlying Fund to value them or dispose of its holdings at an acceptable price.
Derivative Investments. The Underlying Funds can invest in a number of different types of derivative instruments. A derivative is an instrument whose value depends on (or is derived from) the value of an underlying security, asset, interest rate, index or currency. Derivatives may allow an Underlying Fund to increase or decrease its exposure to certain markets or risks.
Some Underlying Funds may use derivatives to seek income or capital gain or to hedge against the risks of other investments. Options, futures, forward contracts and swaps are some of the types of derivatives the Underlying Funds can use. The Underlying Funds may also use other types of derivatives that are consistent with their investment strategies or for hedging purposes. The Underlying Funds are not required to use derivatives in seeking their investment objectives or for hedging and might not do so.
Put and Call Options. Put and call options may be bought or sold on futures contracts (including commodity futures contracts), commodity indices, financial indices, securities indices, currencies, financial futures, swaps and securities. A call option gives the buyer the right, but not the obligation, to purchase an underlying asset at a specified (strike) price. A put option gives the buyer the right, but not the obligation, to sell an underlying asset at a specified price. Options may be traded on a securities or futures exchange or over-the-counter. Options on commodity futures contracts are traded on the same exchange on which the underlying futures contract is listed.
Risks of Options. If an Underlying Fund sells a put option, there is a risk that it may be required to buy the underlying investment at a disadvantageous price and if an Underlying Fund sells a call option, there is a risk that it may be required to sell the underlying investment at a disadvantageous price. If an Underlying Fund sells a call option on an investment that it owns (referred to as a covered call) and the investment has increased in value when the call option is exercised, the Underlying Fund will be required to sell the investment at the call price and will not be able to realize any of the investments value above the call price. Options may involve economic leverage, which could result in greater price volatility than other investments.
Futures Contracts. Certain Underlying Funds can buy and sell futures contracts, including financial futures contracts and commodities futures contacts. Futures contracts are agreements in which one party agrees to buy an asset from the other party at a later date at a price and quantity agreed-upon when the contract is made. Futures contracts are traded on futures exchanges, which offer a central marketplace in which to originate futures contracts and clear trades in a secondary market. Futures
exchanges also provide standardization of expiration dates and contract sizes. Buyers of futures contracts do not own the underlying asset or commodity unless they decide to accept delivery at the expiration of the contract. Delivery of the underlying commodity to satisfy a commodity futures contract rarely occurs and buyers typically close-out their positions before expiration. Financial futures contracts are standardized commitments to either purchase or sell designated financial instruments at a future date for a specified price, and may be settled in cash or through delivery of the underlying instrument. The Underlying Funds investments in futures contracts may involve substantial risks.
Risks of Futures Contracts. The volatility of futures contracts prices has been historically greater than the volatility of stocks and bonds. The liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. An Underlying Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.
Forward Contracts. Forward contracts are foreign currency exchange contracts that are used to buy or sell foreign currency for future delivery at a fixed price. Although each Underlying Fund values its assets daily in terms of U.S. dollars, the Underlying Funds do not intend to convert their holdings of foreign currencies into U.S. dollars on a daily basis. An Underlying Fund may use forward contracts to try to protect against declines in the U.S. dollar value of foreign securities that it owns and against increases in the dollar cost of foreign securities it anticipates buying. Although forward contracts may reduce the risk of loss from a decline in the value of the hedged currency, at the same time they limit any potential gain if the value of the hedged currency increases. Forward contracts are traded in the inter-bank market conducted directly among currency traders (usually large commercial banks) and their customers.
Forward Contract Risks. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. The precise matching of the amounts under forward contracts and the value of the securities involved generally will not be possible because the future value of securities denominated in foreign currencies will change as a consequence of market movements between the date the forward contract is entered into and the date it is sold. Investments in forward contracts involve the risk that anticipated currency movements will not be accurately predicted, causing an Underlying Fund to sustain losses on these contracts and to pay additional transaction costs.
Credit Default Swaps. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuers failure to make timely payments of interest or principal, bankruptcy or restructuring. A swap may be embedded within a structured note or other derivative instrument. The Underlying Funds intend to enter into transactions with counterparties that are believed to be creditworthy at the time of the transaction.
Risks of Credit Default Swaps. Credit default swaps are subject to credit risk on the underlying investment and to counterparty credit risk. If the counterparty fails to meet its obligations the Underlying Fund may lose money. Credit default swaps are also subject to the risk that an Underlying Fund will not properly assess the cost of the underlying investment. If an Underlying Fund is selling credit protection, there is a risk that a credit event could occur and that the Underlying Fund would have to pay par value on defaulted bonds. If an Underlying Fund was buying credit protection, there is a risk that no credit event would occur and the Underlying Fund would receive no benefit for the premium paid.
Total Return Swaps. In a total return swap transaction, one party agrees to pay the other party an amount equal to the total return on a defined underlying asset or a non-asset reference during a specified period of time. The underlying asset might be a security or basket of securities or
11 Invesco Oppenheimer International Diversified Fund
a non-asset reference such as a securities index. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference.
Risks of Total Return Swaps. Total return swaps could result in losses if the underlying asset or reference does not perform as anticipated. Total return swaps can have the potential for unlimited losses. They are also subject to counterparty risk. If the counterparty fails to meet its obligations, an Underlying Fund may lose money.
Interest Rate Swaps. In an interest rate swap, the Underlying Fund and another party exchange the right to receive interest payments. For example, they might swap the right to receive floating rate payments based on a reference interest rate for the right to receive fixed rate payments. An interest rate swap may be embedded within a structured note or other derivative instrument.
Risks of Interest Rate Swaps. Interest rate swaps are subject to interest rate risk and credit risk. An interest rate swap transaction could result in losses if the underlying asset or reference does not perform as anticipated. Interest rate swaps are also subject to counterparty risk. If the counterparty fails to meet its obligations, the Underlying Fund may lose money.
Risks of Swap Transactions. Under U.S. financial reform legislation enacted in 2010, certain types of swaps are required to be executed on a regulated market and cleared through a central clearing house counterparty, which may entail further risks and costs for an Underlying Fund. Swap agreements are privately negotiated in the over-the-counter market and may be entered into as a bilateral contract or may be centrally cleared. In a centrally cleared swap, immediately following execution of the swap agreement, the swap agreement is submitted for clearing to a central clearing house counterparty, and the Underlying Fund faces the central clearing house counterparty by means of an account with a futures commission merchant that is a member of the clearing house.
Hedging. All of the Underlying Funds may use derivatives for hedging purposes. Hedging transactions are intended to reduce the risk of security price declines, interest rate changes, currency rate changes or other risks in the Underlying Funds portfolio. At times, however, a hedging instruments value might not be correlated with the investment it is intended to hedge, and the hedge might be unsuccessful. If an Underlying Fund uses a hedging instrument at the wrong time or judges market conditions incorrectly, the strategy could reduce its return or create a loss.
Risks of Derivative Investments. Derivatives may be volatile and may involve significant risks. The underlying security, obligor or other instrument on which a derivative is based, or the derivative itself, may not perform as expected. For some derivatives, it is possible to lose more than the amount invested in the derivative investment. In addition, some derivatives have the potential for unlimited loss, regardless of the size of the Funds initial investment. Certain derivative investments held by the Fund may be illiquid, making it difficult to close out an unfavorable position. Derivative transactions may require the payment of premiums and may increase portfolio turnover. Derivatives are subject to credit risk, since the Fund may lose money on a derivative investment if the issuer or counterparty fails to pay the amount due. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds 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. As a result of these risks, the Fund could realize little or no income or lose money from the investment, or the use of a derivative for hedging might be unsuccessful.
In addition, pursuant to rules implemented under financial reform legislation, certain over-the-counter derivatives, including certain interest rate swaps and certain credit default swaps, are required to be executed on a regulated market and/or cleared through a clearinghouse. Entering into a derivative transaction that is cleared may entail further risks and costs, including the counterparty risk of the clearinghouse and the futures commission merchant through which the Fund accesses the clearinghouse.
Risks of Leverage. Certain derivatives and other investments of certain Underlying Funds involve a degree of leverage. Generally, leverage may occur when, in return for the potential to realize higher gain, an investment exposes the investor to a risk of loss that exceeds the amount invested. An Underlying Funds use of an economically leveraged derivative may provide the potential for investment gain or loss that may be several times greater than the change in value of the underlying security, asset, interest rate, index or currency upon which such derivative is based, which may result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. If an Underlying Fund uses derivatives for leverage, its share price will tend to be more volatile, resulting in larger gains or losses in response to the fluctuating prices of its investments.
An Underlying Fund is subject to legal requirements, applicable to all mutual funds, that are designed to reduce the effects of any leverage created by the use of derivative instruments. Under these requirements, an Underlying Fund must identify liquid assets (sometimes referred to as asset segregation) or engage in other measures, with regard to its derivative instruments.
Illiquid and Restricted Investments. Investments that do not have an active trading market, or that have legal or contractual limitations on their resale may be considered to be illiquid investments. Illiquid investments may be difficult to value or to sell promptly at an acceptable price or may require registration under applicable securities laws before they can be sold publicly. Securities that have limitations on their resale are referred to as restricted securities. Certain restricted investments that are eligible for resale to qualified institutional purchasers may not be regarded as illiquid.
The Fund will comply with Rule 22e-4 in managing its illiquid investments. The Funds holdings of illiquid investments are monitored on an ongoing basis to determine whether to sell any of those investments to maintain adequate liquidity.
More Information About the Underlying Funds
Invesco Oppenheimer Developing Markets FundThis Underlying Fund seeks capital appreciation. The Underlying Fund mainly invests in common stocks of issuers in developing and emerging markets throughout the world and at times it may invest up to 100% of its total assets in foreign securities. Under normal market conditions, the Underlying Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of issuers whose principal activities are in a developing market, i.e. are in a developing market or are economically tied to a developing market country, and in derivatives and other instruments that have economic characteristics similar to such securities. The Underlying Fund will invest in at least three developing markets. The Underlying Fund focuses on companies with above-average earnings growth.
In general, countries may be considered developing or emerging markets if they are included in any one of the Morgan Stanley Capital International (MSCI) emerging markets indices, classified as a developing or emerging market, or classified under a similar or corresponding classification, by organizations such as the World Bank and the International Monetary Fund, or have economies, industries and stock markets with similar characteristics. For purposes of the Underlying Funds investments, a determination that an issuer is economically tied to a developing market country is based on factors including, but not limited to, geographic location of its primary trading markets, location of its assets, its domicile or its principal offices, or whether it receives revenues from a developing market. Such a determination can also be based, in whole or in part, on inclusion of an issuer or its securities in an Index representative of developing or emerging markets.
The Underlying Fund may invest directly in certain eligible China A Shares through Stock Connect (a securities trading and clearing program designed to achieve mutual stock market access between the Peoples Republic of China (PRC) and Hong Kong), or, for operational efficiency and regulatory considerations, through an investment in a private investment vehicle organized under Delaware law (the Private Fund). The Private
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Fund may invest in companies established or operating in, or with significant exposure to, the PRC or other developing markets countries. The Private Funds managing member, OppenheimerFunds, Inc., has full and exclusive discretionary authority to manage the day-to-day operations of the Private Fund and to invest its assets. The Underlying Funds investment in the Private Fund may vary based on the portfolio managers use of different types of investments that provide exposure to Chinese securities (through Stock Connect). Since the Underlying Fund may invest a portion of its assets in the Private Fund, the Underlying Fund may be considered to be investing indirectly in such securities through the Private Fund.
Invesco Oppenheimer International Growth FundThis Underlying Fund seeks capital appreciation. The Underlying Fund mainly invests in the common stock of growth companies that are domiciled or have their primary operations outside of the United States. It may invest 100% of its assets in securities of foreign companies. The Underlying Fund may invest in emerging markets as well as in developed markets throughout the world. From time to time it may place greater emphasis on investing in one or more particular regions such as Asia, Europe or Latin America. Under normal market conditions the Underlying Fund will:
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invest at least 65% of its total assets in common and preferred stocks of issuers in at least three different countries outside of the United States, and |
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emphasize investments in common stocks of issuers that the portfolio managers consider to be growth companies. |
The Underlying Fund does not limit its investments to issuers within a specific market capitalization range and at times may invest a substantial portion of its assets in one or more particular capitalization ranges. The Underlying Fund can also buy securities convertible into common stock and other securities having equity features.
Invesco Oppenheimer International Small-Mid Company FundThis Underlying Fund seeks capital appreciation. The Underlying Fund invests mainly in common stock of small- and mid-cap companies that are domiciled, or have their primary operations, outside the United States.
Under normal market conditions, the Underlying Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of small- and mid-cap companies, and in derivatives and other instruments that have economic characteristics similar to such securities. The Underlying Fund considers small- and mid-cap companies to be those having a market capitalization in the range of the MSCI All Country World (ACWI) ex U.S. SMID Index. The capitalization range of the index is subject to change at any time due to market activity or changes in its composition. The range of the index generally widens over time and is reconstituted periodically to preserve its market cap characteristics.
The Underlying Fund measures a companys capitalization at the time the Underlying Fund buys a security and is not required to sell a security if the companys capitalization moves outside of the Underlying Funds capitalization definition. The Underlying Fund will invest at least 65% of its total assets in foreign securities.
Invesco Oppenheimer International Equity FundThis Underlying Fund seeks capital appreciation. The Underlying Fund invests mainly in common and preferred stocks of companies that the portfolio manager believes are undervalued and that are either domiciled or have their primary operations outside the United States. Under normal market conditions, the Underlying Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities, and in derivatives and other instruments that have economic characteristics similar to such securities. The Underlying Fund will invest in common and preferred stocks of issuers in at least five different countries outside the United States and may invest 100% of its assets in foreign companies.
The Underlying Fund can invest in any country, including countries with developed or emerging markets. From time to time, it may place greater emphasis on investing in one or more particular regions such as Asia, Europe or Latin America. The Underlying Fund may invest up to 10% of its total assets in the securities of U.S. issuers.
The Underlying Fund does not limit its investments to issuers within a specific market capitalization range and at times may invest a substantial portion of its assets in one or more particular capitalization ranges. The Underlying Fund may invest up to 10% of its net assets in fixed-income or convertible securities.
Portfolio Holdings
A description of Fund policies and procedures with respect to the disclosure of Fund portfolio holdings is available in the SAI, which is available at www.invesco.com/us.
Invesco Advisers, Inc. serves as the Funds investment adviser. The Adviser manages the investment operations of the Fund as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds day-to-day management. The Adviser is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.
Sub-Advisers. Invesco has entered into one or more Sub-Advisory Agreements with certain affiliates to serve as sub-advisers to the Fund (the Sub-Advisers). Invesco may appoint the Sub-Advisers from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Fund. The Sub-Advisers and the Sub-Advisory Agreements are described in the SAI.
Potential New Sub-Advisers (Exemptive Order Structure). The SEC has also granted exemptive relief that permits the Adviser, subject to certain conditions, to enter into new sub-advisory agreements with affiliated or unaffiliated sub-advisers on behalf of the Fund without shareholder approval. The exemptive relief also permits material amendments to existing sub-advisory agreements with affiliated or unaffiliated sub-advisers (including the Sub-Advisory Agreements with the Sub-Advisers) without shareholder approval. Under this structure, the Adviser has ultimate responsibility, subject to oversight of the Board, for overseeing such sub-advisers and recommending to the Board their hiring, termination, or replacement. The structure does not permit investment advisory fees paid by the Fund to be increased without shareholder approval, or change the Advisers obligations under the investment advisory agreement, including the Advisers responsibility to monitor and oversee sub-advisory services furnished to the Fund.
Exclusion of Adviser from Commodity Pool Operator Definition
With respect to the Fund, the Adviser has claimed an exclusion from the definition of commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and the rules of the Commodity Futures Trading Commission (CFTC) and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, the Adviser 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 Fund.
The terms of the CPO exclusion require the 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. The Fund is permitted to invest in these instruments as further described in the Funds SAI. However, the Fund is not intended as a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Advisers reliance on these exclusions, or the Fund, its investment strategies or this prospectus.
13 Invesco Oppenheimer International Diversified Fund
The Adviser does not receive a management fee from the Fund. Invesco, not the Fund, pays sub-advisory fees, if any.
When issued, a discussion regarding the basis for the Boards approval of the investment advisory agreement and investment sub-advisory agreements of the Fund will be available in the Funds next annual or semi-annual report to shareholders.
The following individual is primarily responsible for the day-to-day management of the Funds portfolio:
∎ |
George R. Evans, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Evans managed the predecessor fund since 2005 and was associated with OppenheimerFunds, a global asset management firm, since 1993. |
More information on the portfolio manager may be found at www.invesco.com/us. The website is not part of this prospectus.
The Funds SAI provides additional information about the portfolio managers investments in the Fund, a description of the compensation structure and information regarding other accounts managed.
Purchases of Class A shares of the Fund are subject to the maximum 5.50% initial sales charge as listed under the heading Category I Initial Sales Charges in the Shareholder Account InformationInitial Sales Charges (Class A Shares Only) section of the prospectus. Purchases of Class C shares are subject to a contingent deferred sales charge (CDSC). For more information on CDSCs, see the Shareholder Account InformationContingent Deferred Sales Charges (CDSCs) section of this prospectus.
The Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
Dividends
The Fund generally declares and pays dividends from net investment income, if any, annually.
Capital Gains Distributions
The Fund generally distributes long-term and short-term capital gains (net of any available capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows. During a time of economic volatility, the Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though the Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
The MSCI ACWI ex USA® Index is an index considered representative of developed and emerging stock markets, excluding the U.S. The index is computed using the net return, which withholds applicable taxes for non-resident investors.
14 Invesco Oppenheimer International Diversified Fund
The Fund is new and has not issued financial statements as of the date of this Prospectus. As a result, the financial highlights information presented for the Fund is the financial history of the predecessor fund, which was reorganized into the Fund after the close of business on May 24, 2019. The financial highlights show the predecessor funds financial history for the past five fiscal years or, if shorter, the applicable period of operations. The financial highlights table is intended to help you understand the Funds and the predecessor funds financial performance. Certain information reflects financial results for a single predecessor fund share.
Class R5 and Class R6 shares are not offered in this prospectus. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the predecessor fund (assuming reinvestment of all dividends and distributions). The information for fiscal years ended prior to May 24, 2019 has been audited by KPMG LLP, an independent registered public accounting firm, whose report, along with the predecessor funds financial statements, is included in the predecessor funds annual report, which is available upon request.
Oppenheimer International Diversified Fund
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class A | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.47 | $ | 15.75 | $ | 14.01 | $ | 14.96 | $ | 14.73 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.13 | 0.08 | 0.10 | 0.07 | 0.10 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
-0.47 | 2.71 | 1.70 | -0.89 | 0.22 | ||||||||||||||||||||
Total from investment operations |
-0.34 | 2.79 | 1.80 | -0.82 | 0.32 | ||||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
-0.13 | -0.07 | -0.06 | -0.13 | -0.09 | ||||||||||||||||||||
Net asset value, end of period |
$ | 18.00 | $ | 18.47 | $ | 15.75 | $ | 14.01 | $ | 14.96 | |||||||||||||||
Total Return, at Net Asset Value3 |
-1.73 | % | 17.73 | % | 12.89 | % | -5.45 | % | 2.21 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 1,226,049 | $ | 1,406,336 | $ | 1,302,414 | $ | 1,343,636 | $ | 1,527,713 | |||||||||||||||
Average net assets (in thousands) |
1,251,286 | 1,304,302 | 1,259,992 | 1,398,744 | 1,581,956 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
0.76 | % | 0.48 | % | 0.72 | % | 0.52 | % | 0.70 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.45 | % | 0.48 | % | 0.62 | % | 0.65 | % | 0.65 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.45 | % | 0.48 | % | 0.62 | % | 0.65 | % | 0.65 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.45 | % | 0.47 | % | 0.62 | %8 | 0.65 | % | 0.65 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.28 | % | ||
Year Ended April 30, 2018 |
1.31 | % | ||
Year Ended April 30, 2017 |
1.32 | % | ||
Year Ended April 29, 2016 |
1.26 | % | ||
Year Ended April 30, 2015 |
1.26 | % |
8. |
Waiver was less than 0.005%. |
15 Invesco Oppenheimer International Diversified Fund
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class C | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 17.92 | $ | 15.34 | $ | 13.69 | $ | 14.62 | $ | 14.41 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment loss2 |
0.00 | 3 | -0.05 | -0.01 | -0.03 | (0.00 | )3 | ||||||||||||||||||
Net realized and unrealized gain (loss) |
-0.44 | 2.63 | 1.66 | -0.87 | 0.21 | ||||||||||||||||||||
Total from investment operations |
-0.44 | 2.58 | 1.65 | -0.90 | 0.21 | ||||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | 0.00 | 0.00 | -0.03 | 0.00 | ||||||||||||||||||||
Net asset value, end of period |
$ | 17.48 | $ | 17.92 | $ | 15.34 | $ | 13.69 | $ | 14.62 | |||||||||||||||
Total Return, at Net Asset Value4 |
-2.46 | % | 16.82 | % | 12.05 | % | -6.19 | % | 1.46 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 417,155 | $ | 480,204 | $ | 394,497 | $ | 428,917 | $ | 500,310 | |||||||||||||||
Average net assets (in thousands) |
433,264 | 442,250 | 398,087 | 454,130 | 501,925 | ||||||||||||||||||||
Ratios to average net assets:5,6 |
|||||||||||||||||||||||||
Net investment loss |
0.01 | % | -0.27 | % | -0.04 | % | -0.24 | % | -0.02 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
1.20 | % | 1.23 | % | 1.37 | % | 1.40 | % | 1.40 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %7 | 0.00 | %7 | 0.00 | % | |||||||||||||||
Total expenses8 |
1.20 | % | 1.23 | % | 1.37 | % | 1.40 | % | 1.40 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.20 | % | 1.22 | % | 1.37 | %9 | 1.40 | % | 1.40 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Less than $0.005 per share. |
4. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
5. |
Annualized for periods less than one full year. |
6. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
7. |
Less than 0.005%. |
8. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
2.03 | % | ||
Year Ended April 30, 2018 |
2.06 | % | ||
Year Ended April 30, 2017 |
2.07 | % | ||
Year Ended April 29, 2016 |
2.01 | % | ||
Year Ended April 30, 2015 |
2.01 | % |
9. |
Waiver was less than 0.005%. |
16 Invesco Oppenheimer International Diversified Fund
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class I | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.73 | $ | 15.96 | $ | 14.20 | $ | 15.17 | $ | 14.94 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.20 | 0.16 | 0.17 | 0.14 | 0.17 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
-0.49 | 2.75 | 1.71 | -0.91 | 0.22 | ||||||||||||||||||||
Total from investment operations |
-0.29 | 2.91 | 1.88 | -0.77 | 0.39 | ||||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
-0.21 | -0.14 | -0.12 | -0.20 | -0.16 | ||||||||||||||||||||
Net asset value, end of period |
$ | 18.23 | $ | 18.73 | $ | 15.96 | $ | 14.20 | $ | 15.17 | |||||||||||||||
Total Return, at Net Asset Value3 |
-1.37 | % | 18.28 | % | 13.39 | % | -5.07 | % | 2.68 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 734,849 | $ | 461,321 | $ | 197,537 | $ | 124,159 | $ | 90,659 | |||||||||||||||
Average net assets (in thousands) |
579,158 | 332,157 | 148,912 | 105,658 | 82,045 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
1.17 | % | 0.90 | % | 1.15 | % | 0.99 | % | 1.16 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.04 | % | 0.05 | % | 0.18 | % | 0.21 | % | 0.21 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.04 | % | 0.05 | % | 0.18 | % | 0.21 | % | 0.21 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.04 | % | 0.05 | % | 0.18 | %8 | 0.21 | % | 0.21 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
0.87 | % | ||
Year Ended April 30, 2018 |
0.88 | % | ||
Year Ended April 30, 2017 |
0.88 | % | ||
Year Ended April 29, 2016 |
0.82 | % | ||
Year Ended April 30, 2015 |
0.82 | % |
8. |
Waiver was less than 0.005%. |
17 Invesco Oppenheimer International Diversified Fund
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class R | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.23 | $ | 15.56 | $ | 13.84 | $ | 14.78 | $ | 14.56 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.09 | 0.04 | 0.07 | 0.04 | 0.07 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
-0.46 | 2.66 | 1.68 | -0.89 | 0.21 | ||||||||||||||||||||
Total from investment operations |
-0.37 | 2.70 | 1.75 | -0.85 | 0.28 | ||||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
-0.09 | -0.03 | -0.03 | -0.09 | -0.06 | ||||||||||||||||||||
Net asset value, end of period |
$ | 17.77 | $ | 18.23 | $ | 15.56 | $ | 13.84 | $ | 14.78 | |||||||||||||||
Total Return, at Net Asset Value3 |
-1.96 | % | 17.38 | % | 12.64 | % | -5.73 | % | 1.96 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 200,643 | $ | 215,588 | $ | 180,808 | $ | 165,915 | $ | 175,025 | |||||||||||||||
Average net assets (in thousands) |
200,562 | 205,954 | 167,052 | 162,876 | 201,690 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
0.51 | % | 0.23 | % | 0.47 | % | 0.26 | % | 0.49 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.70 | % | 0.73 | % | 0.87 | % | 0.90 | % | 0.90 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.70 | % | 0.73 | % | 0.87 | % | 0.90 | % | 0.90 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.70 | % | 0.72 | % | 0.87 | %8 | 0.90 | % | 0.90 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.53 | % | ||
Year Ended April 30, 2018 |
1.56 | % | ||
Year Ended April 30, 2017 |
1.57 | % | ||
Year Ended April 29, 2016 |
1.51 | % | ||
Year Ended April 30, 2015 |
1.51 | % |
8. |
Waiver was less than 0.005%. |
18 Invesco Oppenheimer International Diversified Fund
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class Y | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.65 | $ | 15.91 | $ | 14.16 | $ | 15.13 | $ | 14.89 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.18 | 0.13 | 0.15 | 0.11 | 0.15 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
-0.48 | 2.73 | 1.70 | -0.91 | 0.22 | ||||||||||||||||||||
Total from investment operations |
-0.30 | 2.86 | 1.85 | -0.80 | 0.37 | ||||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
-0.18 | -0.12 | -0.10 | -0.17 | -0.13 | ||||||||||||||||||||
Net asset value, end of period |
$ | 18.17 | $ | 18.65 | $ | 15.91 | $ | 14.16 | $ | 15.13 | |||||||||||||||
Total Return, at Net Asset Value3 |
-1.41 | % | 18.00 | % | 13.16 | % | -5.27 | % | 2.56 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 2,386,585 | $ | 1,968,444 | $ | 825,180 | $ | 542,294 | $ | 537,066 | |||||||||||||||
Average net assets (in thousands) |
2,140,618 | 1,471,860 | 637,414 | 513,532 | 520,362 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
1.05 | % | 0.73 | % | 1.00 | % | 0.77 | % | 1.00 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.20 | % | 0.23 | % | 0.37 | % | 0.40 | % | 0.40 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.20 | % | 0.23 | % | 0.37 | % | 0.40 | % | 0.40 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.16 | % | 0.22 | % | 0.37 | %8 | 0.40 | % | 0.40 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.03 | % | ||
Year Ended April 30, 2018 |
1.06 | % | ||
Year Ended April 30, 2017 |
1.07 | % | ||
Year Ended April 29, 2016 |
1.01 | % | ||
Year Ended April 30, 2015 |
1.01 | % |
8. |
Waiver was less than 0.005%. |
19 Invesco Oppenheimer International Diversified Fund
■ | 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 reduced1 | ■ No initial sales charge | ■ No initial sales charge | ■ No initial sales charge |
■ CDSC on certain redemptions1 | ■ CDSC on redemptions within one year3 | ■ 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 and Invesco Oppenheimer Ultra-Short Duration Fund do 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 and Invesco Oppenheimer 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 |
... |
Category V Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 3.25% | 3.36% |
... | |||
$100,000 but less than | $ 250,000 | 2.75 | 2.83 |
... | |||
$250,000 but less than | $ 500,000 | 1.75 | 1.78 |
... | |||
$500,000 but less than | $1,000,000 | 1.50 | 1.52 |
... |
■ | 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. |
■ | Former shareholders of Atlas Strategic Income Fund who purchase shares of a Fund into which shareholders of Invesco Oppenheimer Global Strategic Income Fund may exchange if permitted by the intermediary’s policies. |
■ | Former shareholders of Oppenheimer Total Return Fund Periodic Investment Plan who purchase shares of a Fund into which shareholders of Invesco Oppenheimer Main Street Fund may exchange if permitted by the intermediary’s policies. |
■ | 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 within the same fund family through a systematic reinvestment of capital gains distributions and dividend distributions. |
■ | 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, rights of accumulation, and/or letters of intent |
■ | 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. |
■ | Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent 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 and Invesco Oppenheimer 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. |
Opening An Account | Adding To An Account | |
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. |
How to Redeem Shares | |
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 Oppenheimer Government Cash Reserves Fund, Class A shares and Class Y shares |
■ | Invesco Oppenheimer Government Money Market Fund, Invesco Cash Reserve Shares and Class Y 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. |
■ | 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. |
■ | Class A shares of a Fund acquired by exchange of Class Y shares of Invesco Oppenheimer Government Money Market Fund cannot be exchanged for Class Y shares of any Fund, except Class Y shares of Invesco Oppenheimer Government Money Market Fund. |
■ | 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. |
■ | The Fund is offered to investors as a cash management vehicle; investors perceive an investment in the Fund as an alternative to cash and must be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of the Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the Fund will be detrimental to the continuing operations of the Fund. |
■ | 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, which can be relied upon currently, 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, which can be relied upon currently, 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. Each Subsidiary will be classified for federal income tax purposes as a controlled foreign corporation (CFC) with respect to the Fund. As such, the Fund will be required to include in its gross income each year amounts earned by the Subsidiary during that year (“Subpart F” income), whether or not such earnings are distributed by the Subsidiary to the Fund (deemed inclusions). Recently released Treasury Regulations also permit the Fund to treat such deemed inclusions of “Subpart F” income from the Subsidiary as qualifying income to the Fund, even if the Subsidiary does not make a distribution of such income. Consequently, the Fund and the Subsidiary reserve the right to rely on deemed inclusions being treated as qualifying income to the Fund consistent with recently released Treasury Regulations. If, contrary to the opinion of counsel or other guidance issued by the IRS, the IRS were to determine that income from direct investment in commodity-linked notes 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 event a capital loss carryover cannot be utilized in the carryover periods, the Fund’s federal income tax liability may be higher than expected, which will result in less cash available to distribute to shareholders. |
■ | 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, which can be relied upon currently, 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. |
Obtaining Additional Information
More information may be obtained free of charge upon request. The SAI, a current version of which is on file with the SEC, contains more details about the Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders will contain additional information about the Funds investments. The Funds annual report also discusses the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year. The Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-PORT.
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of the Funds current SAI, annual or semi-annual reports or Form N-PORT, please contact us.
By Mail: |
Invesco Investment Services, Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
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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 |
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
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Invesco Oppenheimer International Diversified Fund | ||||||
SEC 1940 Act file number: 811-02699 | ||||||
invesco.com/us O-IDIV-PRO-1 |
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Prospectus | August 28, 2019 | |||
Invesco Oppenheimer Main Street Small Cap Fund® | ||||
Class: A (OSCAX), C (OSCCX), R (OSCNX), Y (OSCYX) | ||||
As with all other mutual fund securities, the U.S. Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call (800) 959-4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
An investment in the Fund:
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is not FDIC insured; |
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may lose value; and |
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is not guaranteed by a bank. |
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Investment Objective(s), Strategies, Risks and Portfolio Holdings |
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Important Notice Regarding Delivery of Security Holder Documents |
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Back Cover |
Invesco Oppenheimer Main Street Small Cap Fund
Investment Objective(s)
The Funds investment objective is to seek capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Invesco Funds. More information about these and other discounts is available from your financial professional and in the section Shareholder Account InformationInitial Sales Charges (Class A Shares Only) on page A-3 of the prospectus and the section Purchase, Redemption and Pricing of Shares-Purchase and Redemption of Shares on page L-1 of the statement of additional information (SAI). Investors may pay commissions and/or other forms of compensation to an intermediary, such as a broker, for transactions in Class Y shares, which are not reflected in the table or the Example below.
Shareholder Fees (fees paid directly from your investment) |
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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 |
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A contingent deferred sales charge may apply in some cases. See Shareholder Account Information-Contingent Deferred Sales Charges (CDSCs). |
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Other Expenses have been restated to reflect current fees. |
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Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Class A, Class C, Class R and Class Y shares to 1.20%, 1.94%, 1.45% and 0.90%, respectively, of the Funds average daily net assets (the expense limits) through May 31, 2021. During its term, the fee waiver agreement cannot be terminated or amended to increase the expense limits without approval of the Board of Trustees. |
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This Example does not include commissions and/or other forms of compensation that investors may pay on transactions in Class Y shares. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain equal to the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for the contractual period above and the Total Annual Fund Operating Expenses thereafter.
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
Class A |
$ | 666 | $ | 916 | $ | 1,192 | $ | 1,979 | ||||||||||||
Class C |
$ | 297 | $ | 617 | $ | 1,070 | $ | 2,326 | ||||||||||||
Class R |
$ | 148 | $ | 465 | $ | 812 | $ | 1,791 | ||||||||||||
Class Y |
$ | 92 | $ | 299 | $ | 536 | $ | 1,216 |
You would pay the following expenses if you did not redeem your shares:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
Class A |
$ | 666 | $ | 916 | $ | 1,192 | $ | 1,979 | ||||||||||||
Class C |
$ | 197 | $ | 617 | $ | 1,070 | $ | 2,326 | ||||||||||||
Class R |
$ | 148 | $ | 465 | $ | 812 | $ | 1,791 | ||||||||||||
Class Y |
$ | 92 | $ | 299 | $ | 536 | $ | 1,216 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the predecessor funds (defined below) portfolio turnover rate was 46% of the average value of its portfolio.
Principal Investment Strategies of the Fund
Under normal market conditions, the Fund will invest at least 80% of its net assets, including any borrowings for investment purposes, in securities of small-cap companies, and in derivatives and other instruments that have economic characteristics similar to such securities. A companys market capitalization is the value of its outstanding common stock. The Fund considers small-cap companies to be those having a market capitalization in the range of the Russell 2000® Index. The capitalization range of that index is subject to change at any time due to market activity or changes in the composition of the index. The range of the Russell 2000® Index generally widens over time and it is reconstituted annually to preserve its market cap characteristics. The Fund measures a companys capitalization at the time the Fund buys a security and is not required to sell a security if the companys capitalization moves outside of the Funds capitalization definition.
Although the Fund mainly invests in U.S. companies, it can invest in securities issued by companies or governments in any country. The Fund primarily invests in common stock but may also invest in other types of securities that are consistent with its investment objective.
The portfolio is constructed and regularly monitored based upon several analytical tools, including quantitative investment models. Quantitative models are used as part of the idea generation process to rank securities within each sector to identify potential buy and sell candidates for further fundamental analysis. The Fund aims to maintain a broadly diversified portfolio across major economic sectors by applying investment parameters for both sector and position size.
In constructing the portfolio, the Fund seeks to limit exposure to so-called top-down or macro risks, such as overall stock market movements, economic cycles, and interest rate or currency fluctuations. Instead, the portfolio managers seek to add value by selecting individual securities with superior company-specific fundamental attributes or relative valuations that they expect to outperform their industry and sector peers. This is commonly referred to as a bottom-up approach to portfolio construction.
The portfolio managers consider stock rankings, benchmark weightings and capitalization outlooks in determining security weightings for individual issuers.
1 Invesco Oppenheimer Main Street Small Cap Fund
The portfolio managers might sell a security if, among other criteria, the price is approaching their price target, if the companys competitive position has deteriorated or the companys management has performed poorly, or if they have identified more attractive investment prospects.
Principal Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
Risks of Investing in Stocks. The value of the Funds portfolio may be affected by changes in the stock markets. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of individual stocks generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized (for example foreign stocks, stocks of small- or mid-cap companies, growth or value stocks, or stocks of companies in a particular industry), fund share values may fluctuate more in response to events affecting the market for those types of securities.
Industry and Sector Focus. At times the Fund may increase the relative emphasis of its investments in a particular industry or sector. The prices of stocks of issuers in a particular industry or sector may go up and down in response to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry or sector more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, its share values may fluctuate in response to events affecting that industry or sector. To some extent that risk may be limited by the Funds policy of not concentrating its investments in any one industry.
Risks of Small-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. While smaller companies might offer greater opportunities for gain than larger companies, they also involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Smaller companies securities often trade in lower volumes and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Small-cap companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since small-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Small-cap companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. It may take a substantial period of time before the Fund realizes a gain on an investment in a small-sized company, if it realizes any gain at all.
Risks of Quantitative Models. The portfolio managers use quantitative models as part of the idea generation process. Quantitative models are based upon many factors that measure individual securities relative to each other. Such models, which can be adversely affected by errors or imperfections in the factors or the data on which measurements are based, any technical issues with construction or implementation of the model, or a failure to perform as expected, may not identify securities that perform well in the future.
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The Fund has adopted the performance of the Oppenheimer Main Street Small Cap Fund (the predecessor fund) as the result of a reorganization of the predecessor fund into the Fund, which was consummated after the close of business on May 24, 2019 (the Reorganization). Prior to the Reorganization, the Fund had not yet commenced operations. The bar chart shows changes in the performance of the predecessor fund from year to year as of December 31. The performance table compares the predecessor funds performance to that of a broad-based securities market benchmark. For more information on the benchmark used see the Benchmark Descriptions section of the prospectus. The Funds (and the predecessor funds) past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
The returns shown for periods ending on or prior to May 24, 2019 are those of the Class A, Class C, Class R and Class Y shares of the predecessor fund. Class A, Class C, Class R and Class Y shares of the predecessor fund were reorganized into Class A, Class C, Class R and Class Y shares, respectively, of the Fund after the close of business on May 24, 2019. Class A, Class C, Class R and Class Y shares returns of the Fund will be different from the returns of the predecessor fund as they have different expenses. Performance for Class A shares has been restated to reflect the Funds applicable sales charge.
Updated performance information is available on the Funds website at www.invesco.com/us.
Annual Total Returns
The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower.
Class A shares year-to-date (ended June 30, 2019): 15.51%
Best Quarter (ended December 31, 2014): 12.09%
Worst Quarter (ended December 31, 2018): -19.91%
Average Annual Total Returns (for the periods ended December 31, 2018)
1
Year |
5
Years |
Since Inception |
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Class A shares: Inception (05/17/2013) |
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Return Before Taxes |
-15.65 | % | 3.34 | % | 5.69 | % | |||||||||
Return After Taxes on Distributions |
-18.14 | 2.17 | 4.58 | ||||||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
-9.15 | 2.10 | 3.99 | ||||||||||||
Class C shares: Inception (05/17/2013) |
-12.28 | 3.69 | 5.90 | ||||||||||||
Class R Shares: Inception (05/17/2013) |
-10.96 | 4.22 | 6.43 | ||||||||||||
Class Y Shares: Inception (05/17/2013) |
-10.44 | 4.87 | 7.11 | ||||||||||||
Russell 2000® Index (reflects no deduction for fees, expenses or taxes) |
-11.01 | 4.41 | 6.99 |
2 Invesco Oppenheimer Main Street Small Cap Fund
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for other classes will vary.
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
Portfolio Managers | Title | Length of Service on the Fund | ||
Matthew P. Ziehl |
Co-Lead Portfolio Manager | 2019 (predecessor fund 2013) | ||
Adam Weiner |
Co-Lead Portfolio Manager | 2019 (predecessor fund 2013) | ||
Raymond Anello |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Raman Vardharaj |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Joy Budzinski |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Kristin Ketner Pak |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Magnus Krantz |
Portfolio Manager | 2019 (predecessor fund 2013) |
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, through our website at www.invesco.com/us, by mail to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078, or by telephone at 800-959-4246.
There are no minimum investments for Class R shares for fund accounts. The minimum investments for Class A, C and Y shares for fund accounts are as follows:
Type of Account |
Initial Investment
Per Fund |
Additional Investments
Per Fund |
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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 |
Tax Information
The Funds distributions generally are taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account, in which case your distributions may be taxed as ordinary income when withdrawn from the tax-advantaged account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediarys website for more information.
Investment Objective(s), Strategies, Risks and Portfolio Holdings
Objective(s), Principal Investment Strategies and Risks
The Funds investment objective is to seek capital appreciation. The Funds investment objective may be changed by the Board of Trustees (the Board) without shareholder approval.
The following strategies and types of investments are the ones that the Fund considers to be the most important in seeking to achieve its investment objective and the following risks are those the Fund expects its portfolio to be subject to as a whole.
Common Stock. Common stock represents an ownership interest in a company. It ranks below preferred stock and debt securities in claims for dividends and in claims for assets of the issuer in a liquidation or bankruptcy. Common stocks may be exchange-traded or over-the-counter securities. Over-the-counter securities may be less liquid than exchange-traded securities.
The value of the Funds portfolio may be affected by changes in the stock markets. Stocks and other equity securities fluctuate in price in response to changes to equity markets in general. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of individual stocks generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized, (for example foreign stocks, stocks of small- or mid-sized companies, growth or value stocks, or stocks of companies in a particular industry), their share values may fluctuate more in response to events affecting the market for those types of securities.
Small-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. While smaller companies might offer greater opportunities for gain than larger companies, they also involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Smaller companies securities often trade in lower volumes and in many instances, are traded over-the-counter or on a regional securities exchange, where the frequency and volume of trading is substantially less than is typical for securities of larger companies traded on national securities exchanges. Therefore, the securities of smaller companies may be subject to wider price fluctuations and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Smaller companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since smaller companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Smaller companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. Securities of small, unseasoned companies may be particularly volatile, especially in the short-term, and may have very limited liquidity in a
3 Invesco Oppenheimer Main Street Small Cap Fund
declining market. It may take a substantial period of time to realize a gain on an investment in a small-cap company, if any gain is realized at all.
The Fund measures the market capitalization of an issuer at the time of investment. Because the relative sizes of companies change over time as the securities market changes, the Funds definition of what is a small-cap, mid-cap or large-cap company may change over time as well. After the Fund buys the security of an individual company, that company may expand or contract and no longer fall within the designated capitalization range. Although the Fund is not required to sell the securities of companies whose market capitalizations have grown or decreased beyond the Funds capitalization-range definition, it might sell some of those holdings to try to adjust the dollar-weighted median capitalization of its portfolio. That might cause the Fund to realize capital gains on an investment and could increase taxable distributions to shareholders.
When the Fund invests in smaller company securities that might trade infrequently, investors might seek to trade Fund shares based on their knowledge or understanding of the value of those securities (this is sometimes referred to as price arbitrage). If such price arbitrage were successful, it might interfere with the efficient management of the Funds portfolio and the Fund may be required to sell securities at disadvantageous times or prices to satisfy the liquidity requirements created by that activity. Successful price arbitrage might also dilute the value of fund shares held by other shareholders.
Quantitative Models. Quantitative models are based upon many factors that measure individual securities relative to each other. Quantitative models may be highly reliant on the gathering, cleaning, culling and analysis of large amounts of data from third parties and other external sources. Any errors or imperfections in the factors, or the data on which measurements of those factors are based, could adversely affect the use of the quantitative models. The factors used in models may not identify securities that perform well in the future, and the securities selected may perform differently from the market as a whole or from their expected performance.
Additional Investment Information. In anticipation of or in response to market, economic, political, or other conditions, the Funds portfolio managers may temporarily use a different investment strategy for defensive purposes. If the Funds portfolio managers do so, different factors could affect the Funds performance and the Fund may not achieve its investment objective.
The Funds investments in the types of securities and other investments described in this prospectus vary from time to time, and, at any time, the Fund may not be invested in all of the types of securities and other investments described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus.
For more information, see Description of the Funds and Their Investments and Risks in the Funds SAI.
Other Investment Strategies and Risks
The Fund can also use the investment techniques and strategies described below. The Fund might not use all of these techniques or strategies or might only use them from time to time.
Diversification and Concentration. The Fund is a diversified fund. It attempts to reduce its exposure to the risks of individual securities by diversifying its investments across a broad number of different issuers. The Fund will not concentrate its investments in issuers in any one industry. At times, however, the Fund may emphasize investments in some industries or sectors more than others. The prices of securities of issuers in a particular industry or sector may go up and down in response to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry or sector more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, its share values may fluctuate in response to events affecting that industry or sector. The Securities and Exchange Commission staff has taken the position that investment of more than 25% of a funds total assets in issuers in the
same industry constitutes concentration in that industry. That limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and instrumentalities. For purposes of compliance with its concentration policy, the Fund will consider portfolio investments held by underlying investment companies in which the Fund invests, to the extent that the Fund has sufficient information about such portfolio investments. The Fund will make reasonable efforts to obtain such information.
Other Equity Securities. In addition to common stocks, the Fund can invest in other equity or equity equivalents securities such as preferred stocks, convertible securities, rights or warrants.
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Preferred stock has a set dividend rate and ranks ahead of common stocks and behind debt securities in claims for dividends and for assets of the issuer in a liquidation or bankruptcy. The dividends on preferred stock may be cumulative (they remain a liability of the company until paid) or non-cumulative. The fixed dividend rate of preferred stocks may cause their prices to behave more like those of debt securities. If prevailing interest rates rise, the fixed dividend on preferred stock may be less attractive, which may cause the price of preferred stock to decline. |
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Warrants are options to purchase equity securities at specific prices that are valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities, and can be more volatile than the price of the underlying securities. If the market price of the underlying security does not exceed the exercise price during the life of the warrant, the warrant will expire worthless and any amount paid for the warrant will be lost. The market for warrants may be very limited and it may be difficult to sell a warrant promptly at an acceptable price. Rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. |
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A convertible security can be converted into or exchanged for a set amount of common stock of an issuer within a particular period of time at a specified price or according to a price formula. Convertible debt securities pay interest and convertible preferred stocks pay dividends until they mature or are converted, exchanged or redeemed. Some convertible debt securities may be considered equity equivalents because of the feature that makes them convertible into common stock. Convertible securities may offer the Fund the ability to participate in stock market movements while also seeking some current income. Convertible securities may provide more income than common stock but they generally provide less income than comparable non-convertible debt securities. Convertible securities are subject to credit and interest rate risk, however credit ratings of convertible securities generally have less impact on the value of the securities than they do for non-convertible debt securities. |
Other Capitalization Ranges. If the investment adviser believes they offer opportunities for growth, up to 20% of the Funds net assets may be invested in securities of mid-cap and large-cap companies.
Mid-Cap Companies. Mid-cap companies are generally companies that have completed their initial start-up cycle, and in many cases have established markets and developed seasoned management teams. While mid-cap companies might offer greater opportunities for gain than larger companies, they also involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements than larger companies. Mid-cap companies securities often trade in lower volumes and in many instances, are traded over-the-counter or on a regional securities exchange, where the frequency and volume of trading is substantially less than is typical for securities of larger companies traded on national securities exchanges. Therefore, the securities of mid-cap companies may be subject to wider price fluctuations and may be less liquid than securities of larger exchange-traded issuers, meaning it might be harder for the Fund to
4 Invesco Oppenheimer Main Street Small Cap Fund
dispose of those holdings at an acceptable price when it wants to sell them. Mid-cap companies may have less established markets for their products or services and may have fewer customers and product lines than larger companies. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since mid-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Mid-cap companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. Securities of unseasoned companies may be particularly volatile, especially in the short term and in periods of market instability, and may have limited liquidity in a declining market. It may take a substantial period of time to realize a gain on an investment in a mid-cap company, if any gain is realized at all.
The Fund measures the market capitalization of an issuer at the time of investment. Because the relative sizes of companies change over time as the securities market changes, the Funds definition of what is a mid-cap company may change over time as well. After the Fund buys their securities, individual companies may grow and no longer fall within the Funds definition of a mid-cap issuer. Although the Fund is not required to sell the securities of companies whose market capitalizations have grown beyond the Funds mid-cap definition, it might sell some of those holdings to try to lower the dollar-weighted median capitalization of its portfolio. That might cause the Fund to realize capital gains on the investment and could increase taxable distributions to shareholders.
When the Fund invests in smaller company securities that might trade infrequently, investors might seek to trade Fund shares based on their knowledge or understanding of the value of those securities (this is sometimes referred to as price arbitrage). If such price arbitrage were successful, it might interfere with the efficient management of the Funds portfolio and the Fund may be required to sell securities at disadvantageous times or prices to satisfy the liquidity requirements created by that activity. Successful price arbitrage might also dilute the value of fund shares held by other shareholders.
Foreign Investing. The Fund can buy securities issued by companies or governments in any country, including in developing or emerging market countries.
Risks of Foreign Investing. Securities traded in foreign markets often involve special risks not present in U.S. investments that can increase the chances the Fund will lose money. Additional information regarding certain of the risks associated with foreign investing is provided below.
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Foreign Market Risk. If there are fewer investors in a particular foreign market, securities traded in that market may be less liquid and more volatile than U.S. securities and more difficult to price. Foreign markets may also be subject to delays in the settlement of transactions and difficulties in pricing securities. If the Fund is delayed in settling a purchase or sale transaction, it may not receive any return on the invested assets or it may lose money if the value of the security declines. It may also be more expensive for the Fund to buy or sell securities in certain foreign markets than in the United States, which may increase the Funds expense ratio. |
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Foreign Economy Risk. Foreign economies may be more vulnerable to political or economic changes than the U.S. economy. They may be more concentrated in particular industries or may rely on particular resources or trading partners to a greater extent. Certain foreign economies may be adversely affected by shortages of investment capital or by high rates of inflation. Changes in economic or monetary policy in the U.S. or abroad may also have a greater impact on the economies of certain foreign countries. |
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Foreign Governmental and Regulatory Risks. Foreign companies may not be subject to the same accounting and disclosure requirements as |
U.S. companies. As a result there may be less accurate information available regarding a foreign companys operations and financial condition. Foreign companies may be subject to capital controls, nationalization, or confiscatory taxes. There may be less government regulation of foreign issuers, exchanges and brokers than in the United States. Some countries also have restrictions that limit foreign ownership and may impose penalties for increases in the value of the Funds investment. The value of the Funds foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
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Foreign Currency Risk. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of securities denominated in that foreign currency. If the U.S. dollar rises in value against a foreign currency, a security denominated in that currency will be worth less in U.S. dollars and if the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency will be worth more in U.S. dollars. The dollar value of foreign investments may also be affected by exchange controls. Foreign currency exchange transactions may impose additional costs on the Fund. The Fund can also invest in derivative instruments linked to foreign currencies. The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of derivatives linked to that foreign currency. The investment advisers selection of foreign currency-denominated investments may not perform as expected. Currency derivative investments may be particularly volatile and subject to greater risks than other types of foreign currency-denominated investments. |
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Foreign Custody Risk. There may be very limited regulatory oversight of certain foreign banks or securities depositories that hold foreign securities and foreign currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank or depository or their agents goes bankrupt. There may also be an increased risk of loss of portfolio securities. |
∎ |
Time Zone Arbitrage. If the Fund invests a significant amount of its assets in foreign securities, it may be exposed to time-zone arbitrage attempts by investors seeking to take advantage of differences in the values of foreign securities that might result from events that occur after the close of the foreign securities market on which a security is traded and before the close of the New York Stock Exchange that day, when the Funds net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Funds use of fair value pricing under certain circumstances, to adjust the closing market prices of foreign securities to reflect what the investment adviser and the Board believe to be their fair value, may help deter those activities. |
∎ |
Globalization Risks. The growing inter-relationship of global economies and financial markets has increased the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the U.S. economy, could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. |
∎ |
Regional Focus. At times, the Fund might increase the relative emphasis of its investments in a particular region of the world. Securities of issuers in a region might be affected by changes in economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that region more than others. If the Fund has a greater emphasis on investments in a particular region, it may be subject to greater risks from adverse events that occur in that region than a fund that invests in a different region or that is more geographically diversified. Political, social or economic disruptions in the region may adversely affect the values of the Funds holdings. |
5 Invesco Oppenheimer Main Street Small Cap Fund
Risks of Developing and Emerging Markets. Investments in developing and emerging market countries are subject to all the risks associated with foreign investing, however, these risks may be magnified in developing and emerging markets. Investments in securities of issuers in developing or emerging market countries may be considered speculative. Additional information regarding certain of the risks associated with investing in developing and emerging markets is provided below.
∎ |
Less Developed Securities Markets. Developing or emerging market countries may have less well-developed securities markets and exchanges. Consequently they have lower trading volume than the securities markets of more developed countries and may be substantially less liquid than those of more developed countries. |
∎ |
Transaction Settlement. Settlement procedures in developing or emerging markets may differ from those of more established securities markets, and settlement delays may result in the inability to invest assets or to dispose of portfolio securities in a timely manner. As a result there could be subsequent declines in the value of the portfolio security, a decrease in the level of liquidity of the portfolio or, if there is a contract to sell the security, a possible liability to the purchaser. |
∎ |
Price Volatility. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, which may lead to greater difficulties in pricing securities. |
∎ |
Less Developed Governments and Economies. The governments of developing or emerging market countries may be more unstable than the governments of more developed countries. In addition, the economies of developing or emerging market countries may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Developing or emerging market countries may be subject to social, political, or economic instability. Further, the value of the currency of a developing or emerging market country may fluctuate more than the currencies of countries with more mature markets. |
∎ |
Government Restrictions. In certain developing or emerging market countries, government approval may be required for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Other government restrictions may include confiscatory taxation, expropriation or nationalization of company assets, restrictions on foreign ownership of local companies, protectionist measures, and practices such as share blocking. |
∎ |
Privatization Programs. The governments in some developing or emerging market countries have been engaged in programs to sell all or part of their interests in government-owned or controlled enterprises. However, in certain developing or emerging market countries, the ability of foreign entities to participate in privatization programs may be limited by local law. There can be no assurance that privatization programs will be successful. |
Risks of Initial Public Offerings (IPOs). The Fund has no limit on the amount of its assets that can be invested in IPOs. By definition, securities issued in IPOs have not traded publicly until the time of their offerings. Special risks associated with IPOs may include, among others, the fact that there may be only a limited number of shares available for trading. The market for those securities may be unseasoned. The issuer may have a limited operating history. These factors may contribute to price volatility. The limited number of shares available for trading in some IPOs may also make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, some companies initially offering their shares publicly are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in new industries may be regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of them. Many IPOs are by small- or micro-cap companies that are undercapitalized.
Investments in Other Investment Companies. The Fund can also invest in the securities of other investment companies, which can include open-end funds, closed-end funds, unit investment trusts and business development companies subject to the limits of the Investment Company Act of 1940. One reason the Fund might do so is to gain exposure to segments of the markets represented by another fund, at times when the Fund might not be able to buy the particular type of securities directly. As a shareholder of an investment company, the Fund would be subject to its ratable share of that investment companys expenses, including its advisory and administration expenses. The Fund does not intend to invest in other investment companies unless it is believed that the potential benefits of the investment justify the expenses. The Funds investments in the securities of other investment companies are subject to the limits that apply to those types of investments under the Investment Company Act of 1940.
Real Estate Investment Trusts. The Fund may invest in shares of real estate investment trusts, which are referred to as REITs. REITs pool investors funds for investment primarily in income-producing real estate or real estate related loans or interests. REITs can generally be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs are companies that primarily invest in real property and derive income mainly from the collection of rents. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs. REITs are generally not taxed on distributed income if substantially all of its taxable income (other than net capital gains) is distributed to shareholders each year. As a result, REITs tend to pay higher dividends than other types of companies.
Exchange-Traded Funds (ETFs). The Fund can invest in ETFs, which are typically open-end funds or unit investment trusts listed on a stock exchange and traded like stocks. The Fund might do so as a way of gaining exposure to securities represented by the ETFs portfolio at times when the Fund may not be able to buy those securities directly, or it might do so in order to equitize cash positions. As a shareholder of an ETF, the Fund would be subject to its ratable share of that ETFs expenses, including its advisory and administration expenses. At the same time, the Fund would bear its own management fees and expenses. Similar to a mutual fund, the value of an ETF can fluctuate based on the prices of the securities owned by the ETF. Because ETFs are listed on national stock exchanges and traded like stocks listed on an exchange, shares of ETFs potentially may trade at a discount or a premium to their net asset value. An active market for the ETF may not develop. Additionally, market trading in the ETF may be halted under certain circumstances. Furthermore, investments in ETFs are also subject to brokerage and other trading costs, which could result in greater expenses to the Fund. The Funds investments in the shares of ETFs are subject to the limits that apply to investments in investment companies under the Investment Company Act of 1940 or any exemptive relief therefrom. The Fund does not intend to invest in ETFs unless the investment adviser believes that the potential benefits of the investment justify the expenses.
Master Limited Partnerships. The Fund may invest in publicly traded limited partnerships known as master limited partnerships or MLPs. MLPs issue units that are registered with the Securities and Exchange Commission and are freely tradable on a securities exchange or in the over-the-counter market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLPs creditors would continue after the Fund sold its investment in the MLP.
Derivative Investments. The Fund may at times invest in derivative instruments. A derivative is an instrument whose value depends on (or is
6 Invesco Oppenheimer Main Street Small Cap Fund
derived from) the value of an underlying security, asset, interest rate, index or currency. Derivatives may allow the Fund to increase or decrease its exposure to certain markets or risks for hedging purposes or to seek investment return.
Options, futures, options on futures, options on indices, and forward contracts are some of the types of derivatives that the Fund may use. The Fund may also use other types of derivatives that are consistent with its investment strategies or for hedging purposes.
Risks of Derivative Investments. Derivatives may be volatile and may involve significant risks. The underlying security, obligor or other instrument on which a derivative is based, or the derivative itself, may not perform as expected. For some derivatives, it is possible to lose more than the amount invested in the derivative investment. In addition, some derivatives have the potential for unlimited loss, regardless of the size of the Funds initial investment. Certain derivative investments held by the Fund may be illiquid, making it difficult to close out an unfavorable position. Derivative transactions may require the payment of premiums and may increase portfolio turnover. Derivatives are subject to credit risk, since the Fund may lose money on a derivative investment if the issuer or counterparty fails to pay the amount due. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds 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. As a result of these risks, the Fund could realize little or no income or lose money from the investment, or the use of a derivative for hedging might be unsuccessful.
In addition, pursuant to rules implemented under financial reform legislation, certain over-the-counter derivatives, including certain interest rate swaps and certain credit default swaps, are required to be executed on a regulated market and/or cleared through a clearinghouse, which may result in increased margin requirements and costs for the Fund. Entering into a derivative transaction that is cleared may entail further risks and costs, including the counterparty risk of the clearinghouse and the futures commission merchant through which the Fund accesses the clearinghouse.
Hedging. Hedging transactions are intended to reduce the risks of securities in the Funds portfolio. At times, however, a hedging instruments value might not be correlated with the investment it is intended to hedge, and the hedge might be unsuccessful. If the Fund uses a hedging instrument at the wrong time or judges market conditions incorrectly, the strategy could reduce its return or create a loss.
Illiquid and Restricted Investments. Investments that do not have an active trading market, or that have legal or contractual limitations on their resale, may be considered to be illiquid investments. Illiquid investments may be difficult to value or to sell promptly at an acceptable price or may require registration under applicable securities laws before they can be sold publicly. Securities that have limitations on their resale are referred to as restricted securities. Certain restricted investments that are eligible for resale to qualified institutional purchasers may not be regarded as illiquid.
The Fund will comply with Rule 22e-4 in managing its illiquid investments. The Funds holdings of illiquid securities are monitored on an ongoing basis to determine whether to sell any of those investments to maintain adequate liquidity.
Portfolio Holdings
A description of Fund policies and procedures with respect to the disclosure of Fund portfolio holdings is available in the SAI, which is available at www.invesco.com/us.
Invesco Advisers, Inc. serves as the Funds investment adviser. The Adviser manages the investment operations of the Fund as well as other invest-
ment 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 is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.
Sub-Advisers. Invesco has entered into one or more Sub-Advisory Agreements with certain affiliates to serve as sub-advisers to the Fund (the Sub-Advisers). Invesco may appoint the Sub-Advisers from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Fund. The Sub-Advisers and the Sub-Advisory Agreements are described in the SAI.
Potential New Sub-Advisers (Exemptive Order Structure). The SEC has also granted exemptive relief that permits the Adviser, subject to certain conditions, to enter into new sub-advisory agreements with affiliated or unaffiliated sub-advisers on behalf of the Fund without shareholder approval. The exemptive relief also permits material amendments to existing sub-advisory agreements with affiliated or unaffiliated sub-advisers (including the Sub-Advisory Agreements with the Sub-Advisers) without shareholder approval. Under this structure, the Adviser has ultimate responsibility, subject to oversight of the Board, for overseeing such sub-advisers and recommending to the Board their hiring, termination, or replacement. The structure does not permit investment advisory fees paid by the Fund to be increased without shareholder approval, or change the Advisers obligations under the investment advisory agreement, including the Advisers responsibility to monitor and oversee sub-advisory services furnished to the Fund.
Exclusion of Adviser from Commodity Pool Operator Definition
With respect to the Fund, the Adviser has claimed an exclusion from the definition of commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and the rules of the Commodity Futures Trading Commission (CFTC) and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, the Adviser 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 Fund.
The terms of the CPO exclusion require the 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. The Fund is permitted to invest in these instruments as further described in the Funds SAI. However, the Fund is not intended as a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Advisers reliance on these exclusions, or the Fund, its investment strategies or this prospectus.
The Adviser receives a fee from the Fund, calculated at the annual rate of 0.75% of the first $200 million, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $4.2 billion and 0.58% of the amount over $5 billion of average daily net assets. The advisory fee payable by the Fund shall be reduced by any amounts paid by the Fund under the administrative services agreement with the Adviser. Invesco, not the Fund, pays sub-advisory fees, if any.
When issued, a discussion regarding the basis for the Boards approval of the investment advisory agreement and investment sub-advisory agreements of the Fund will be available in the Funds next annual or semi-annual report to shareholders.
The following individuals are jointly and primarily responsible for the day-to-day management of the Funds portfolio:
∎ |
Matthew P. Ziehl (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with |
7 Invesco Oppenheimer Main Street Small Cap Fund
Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Ziehl managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Adam Weiner (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Weiner managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Raymond Anello, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Anello managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Raman Vardharaj, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Vardharaj managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Joy Budzinski, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Ms. Budzinski managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Kristin Ketner Pak, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Ms. Ketner Pak managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Magnus Krantz, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Krantz managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
A lead manager generally has final authority over all aspects of the Funds investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which a lead manager may perform these functions, and the nature of these functions, may change from time to time.
More information on the portfolio managers may be found at www.invesco.com/us. The website is not part of this prospectus.
The Funds SAI provides additional information about the portfolio managers investments in the Fund, a description of the compensation structure and information regarding other accounts managed.
Purchases of Class A shares of the Fund are subject to the maximum 5.50% initial sales charge as listed under the heading Category I Initial Sales Charges in the Shareholder Account InformationInitial Sales
Charges (Class A Shares Only) section of the prospectus. Purchases of Class C shares are subject to a contingent deferred sales charge (CDSC). For more information on CDSCs, see the Shareholder Account InformationContingent Deferred Sales Charges (CDSCs) section of this prospectus.
The Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
Dividends
The Fund generally declares and pays dividends from net investment income, if any, annually.
Capital Gains Distributions
The Fund generally distributes long-term and short-term capital gains (net of any available capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows. During a time of economic volatility, the Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though the Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
The Russell 2000® Index is an unmanaged index considered representative of small-cap stocks. The Russell 2000® Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
8 Invesco Oppenheimer Main Street Small Cap Fund
The Fund is new and has not issued financial statements as of the date of this Prospectus. As a result, the financial highlights information presented for the Fund is the financial history of the predecessor fund, which was reorganized into the Fund after the close of business on May 24, 2019. The financial highlights show the predecessor funds financial history for the past five fiscal years or, if shorter, the applicable period of operations. The financial highlights table is intended to help you understand the Funds and the predecessor funds financial performance. Certain information reflects financial results for a single predecessor fund share.
Class R5 and Class R6 shares are not offered in this prospectus. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the predecessor fund (assuming reinvestment of all dividends and distributions). The information for fiscal years ended prior to May 24, 2019 has been audited by KPMG LLP, an independent registered public accounting firm, whose report, along with the predecessor funds financial statements, is included in the predecessor funds annual report, which is available upon request.
Oppenheimer Main Street Small Cap Fund
Class A |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 15.09 | $ | 14.87 | $ | 12.08 | $ | 12.76 | $ | 11.57 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income (loss)2 |
0.00 | 3 | (0.01 | ) | 0.00 | 3 | 0.05 | 0.03 | |||||||||||||||||
Net realized and unrealized gain (loss) |
0.58 | 1.08 | 2.82 | (0.69 | ) | 1.20 | |||||||||||||||||||
Total from investment operations |
0.58 | 1.07 | 2.82 | (0.64 | ) | 1.23 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | (0.04 | ) | (0.03 | ) | (0.04 | ) | (0.00 | )4 | ||||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.05 | ) | (0.85 | ) | (0.03 | ) | (0.04 | ) | (0.04 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.62 | $ | 15.09 | $ | 14.87 | $ | 12.08 | $ | 12.76 | |||||||||||||||
Total Return, at Net Asset Value4 |
4.46 | % | 7.08 | % | 23.49 | % | (5.06 | )% | 10.67 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 140,651 | $ | 112,937 | $ | 108,776 | $ | 49,494 | $ | 34,343 | |||||||||||||||
Average net assets (in thousands) |
$ | 137,458 | $ | 116,580 | $ | 74,701 | $ | 43,949 | $ | 26,518 | |||||||||||||||
Ratios to average net assets:5 |
|||||||||||||||||||||||||
Net investment income (loss) |
0.01 | % | (0.06 | )% | 0.02 | % | 0.44 | % | 0.25 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
1.17 | % | 1.21 | % | 1.23 | % | 1.25 | % | 1.30 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %6 | 0.00 | %6 | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
1.17 | % | 1.21 | % | 1.23 | % | 1.25 | % | 1.30 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.17 | %8 | 1.20 | % | 1.22 | % | 1.25 | %8 | 1.25 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Less than $0.005 per share. |
4. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
5. |
Annualized for periods less than one full year. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.17 | % | ||
Year Ended April 30, 2018 |
1.21 | % | ||
Year Ended April 29, 2017 |
1.23 | % | ||
Year Ended April 30, 2016 |
1.25 | % | ||
Year Ended April 30, 2015 |
1.30 | % |
8. |
Waiver was less than 0.005%. |
9 Invesco Oppenheimer Main Street Small Cap Fund
Class C |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 14.62 | $ | 14.50 | $ | 11.84 | $ | 12.57 | $ | 11.49 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment loss2 |
(0.11 | ) | (0.12 | ) | (0.10 | ) | (0.04 | ) | (0.07 | ) | |||||||||||||||
Net realized and unrealized gain (loss) |
0.55 | 1.05 | 2.76 | (0.69 | ) | 1.19 | |||||||||||||||||||
Total from investment operations |
0.44 | 0.93 | 2.66 | (0.73 | ) | 1.12 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Net asset value, end of period |
$ | 14.01 | $ | 14.62 | $ | 14.50 | $ | 11.84 | $ | 12.57 | |||||||||||||||
Total Return, at Net Asset Value3 |
3.62 | % | 6.31 | % | 22.55 | % | (5.81 | )% | 9.77 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 44,391 | $ | 38,424 | $ | 33,274 | $ | 14,441 | $ | 9,878 | |||||||||||||||
Average net assets (in thousands) |
$ | 43,688 | $ | 36,166 | $ | 22,374 | $ | 12,117 | $ | 5,461 | |||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment loss |
(0.74 | )% | (0.83 | )% | (0.74 | )% | (0.34 | )% | (0.59 | )% | |||||||||||||||
Expenses excluding specific expenses listed below |
1.93 | % | 1.96 | % | 1.98 | % | 2.01 | % | 2.13 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses6 |
1.93 | % | 1.96 | % | 1.98 | % | 2.01 | % | 2.13 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.93 | %7 | 1.95 | % | 1.97 | % | 2.01 | %7 | 2.13 | %7 | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.93 | % | ||
Year Ended April 30, 2018 |
1.96 | % | ||
Year Ended April 29, 2017 |
1.98 | % | ||
Year Ended April 30, 2016 |
2.01 | % | ||
Year Ended April 30, 2015 |
2.13 | % |
7. |
Waiver was less than 0.005%. |
10 Invesco Oppenheimer Main Street Small Cap Fund
Class I |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 15.19 | $ | 14.95 | $ | 12.14 | $ | 12.82 | $ | 11.58 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.07 | 0.06 | 0.07 | 0.11 | 0.10 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
0.57 | 1.08 | 2.82 | (0.70 | ) | 1.20 | |||||||||||||||||||
Total from investment operations |
0.64 | 1.14 | 2.89 | (0.59 | ) | 1.30 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.06 | ) | (0.09 | ) | (0.08 | ) | (0.09 | ) | (0.02 | ) | |||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.11 | ) | (0.90 | ) | (0.08 | ) | (0.09 | ) | (0.06 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.72 | $ | 15.19 | $ | 14.95 | $ | 12.14 | $ | 12.82 | |||||||||||||||
Total Return, at Net Asset Value3 |
4.85 | % | 7.58 | % | 23.97 | % | (4.63 | )% | 11.26 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 287,799 | $ | 256,221 | $ | 353,945 | $ | 294,108 | $ | 187,997 | |||||||||||||||
Average net assets (in thousands) |
$ | 272,745 | $ | 315,356 | $ | 308,374 | $ | 256,727 | $ | 95,238 | |||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment income |
0.43 | % | 0.38 | % | 0.51 | % | 0.91 | % | 0.80 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.76 | % | 0.77 | % | 0.78 | % | 0.80 | % | 0.80 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses6 |
0.76 | % | 0.77 | % | 0.78 | % | 0.80 | % | 0.80 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.76 | %7 | 0.77 | %7 | 0.78 | %7 | 0.80 | %7 | 0.79 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
0.76 | % | ||
Year Ended April 30, 2018 |
0.77 | % | ||
Year Ended April 29, 2017 |
0.78 | % | ||
Year Ended April 30, 2016 |
0.80 | % | ||
Year Ended April 30, 2015 |
0.80 | % |
7. |
Waiver was less than 0.005%. |
11 Invesco Oppenheimer Main Street Small Cap Fund
Class R |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 14.95 | $ | 14.75 | $ | 12.00 | $ | 12.68 | $ | 11.53 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income (loss)2 |
(0.04 | ) | (0.05 | ) | (0.03 | ) | 0.02 | (0.01 | ) | ||||||||||||||||
Net realized and unrealized gain (loss) |
0.57 | 1.08 | 2.79 | (0.69 | ) | 1.20 | |||||||||||||||||||
Total from investment operations |
0.53 | 1.03 | 2.76 | (0.67 | ) | 1.19 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | (0.02 | ) | (0.01 | ) | (0.01 | ) | 0.00 | |||||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | 0.00 | 0.00 | (0.04 | ) | ||||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.05 | ) | (0.83 | ) | (0.01 | ) | (0.01 | ) | (0.04 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.43 | $ | 14.95 | $ | 14.75 | $ | 12.00 | $ | 12.68 | |||||||||||||||
Total Return, at Net Asset Value3 |
4.16 | % | 6.79 | % | 23.17 | % | (5.31 | )% | 10.34 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 24,188 | $ | 18,749 | $ | 10,343 | $ | 4,060 | $ | 3,027 | |||||||||||||||
Average net assets (in thousands) |
$ | 21,942 | $ | 14,862 | $ | 6,444 | $ | 3,544 | $ | 1,403 | |||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment income (loss) |
(0.24 | )% | (0.35 | )% | (0.25 | )% | 0.15 | % | (0.09 | )% | |||||||||||||||
Expenses excluding specific expenses listed below |
1.43 | % | 1.46 | % | 1.49 | % | 1.51 | % | 1.61 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses6 |
1.43 | % | 1.46 | % | 1.49 | % | 1.51 | % | 1.61 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.43 | %7 | 1.45 | % | 1.48 | % | 1.51 | %7 | 1.60 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.43 | % | ||
Year Ended April 30, 2018 |
1.46 | % | ||
Year Ended April 29, 2017 |
1.49 | % | ||
Year Ended April 30, 2016 |
1.51 | % | ||
Year Ended April 30, 2015 |
1.61 | % |
7. |
Waiver was less than 0.005%. |
12 Invesco Oppenheimer Main Street Small Cap Fund
Class Y |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 15.16 | $ | 14.93 | $ | 12.13 | $ | 12.81 | $ | 11.59 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.04 | 0.03 | 0.05 | 0.09 | 0.04 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
0.58 | 1.09 | 2.82 | (0.69 | ) | 1.24 | |||||||||||||||||||
Total from investment operations |
0.62 | 1.12 | 2.87 | (0.60 | ) | 1.28 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.04 | ) | (0.08 | ) | (0.07 | ) | (0.08 | ) | (0.02 | ) | |||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.09 | ) | (0.89 | ) | (0.07 | ) | (0.08 | ) | (0.06 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.69 | $ | 15.16 | $ | 14.93 | $ | 12.13 | $ | 12.81 | |||||||||||||||
Total Return, at Net Asset Value3 |
4.73 | % | 7.35 | % | 23.85 | % | (4.72 | )% | 11.05 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 169,801 | $ | 149,641 | $ | 81,433 | $ | 59,422 | $ | 47,128 | |||||||||||||||
Average net assets (in thousands) |
$ | 184,518 | $ | 111,030 | $ | 69,849 | $ | 54,043 | $ | 6,437 | |||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment income |
0.28 | % | 0.18 | % | 0.38 | % | 0.76 | % | 0.33 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.93 | % | 0.96 | % | 0.98 | % | 1.00 | % | 1.01 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.93 | % | 0.96 | % | 0.98 | % | 1.00 | % | 1.01 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % | 0.88 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
0.93 | % | ||
Year Ended April 30, 2018 |
0.96 | % | ||
Year Ended April 29, 2017 |
0.98 | % | ||
Year Ended April 30, 2016 |
1.00 | % | ||
Year Ended April 30, 2015 |
1.01 | % |
13 Invesco Oppenheimer Main Street Small Cap Fund
■ | 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 reduced1 | ■ No initial sales charge | ■ No initial sales charge | ■ No initial sales charge |
■ CDSC on certain redemptions1 | ■ CDSC on redemptions within one year3 | ■ 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 and Invesco Oppenheimer Ultra-Short Duration Fund do 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 and Invesco Oppenheimer 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 |
... |
Category V Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $ 100,000 | 3.25% | 3.36% |
... | |||
$100,000 but less than | $ 250,000 | 2.75 | 2.83 |
... | |||
$250,000 but less than | $ 500,000 | 1.75 | 1.78 |
... | |||
$500,000 but less than | $1,000,000 | 1.50 | 1.52 |
... |
■ | 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. |
■ | Former shareholders of Atlas Strategic Income Fund who purchase shares of a Fund into which shareholders of Invesco Oppenheimer Global Strategic Income Fund may exchange if permitted by the intermediary’s policies. |
■ | Former shareholders of Oppenheimer Total Return Fund Periodic Investment Plan who purchase shares of a Fund into which shareholders of Invesco Oppenheimer Main Street Fund may exchange if permitted by the intermediary’s policies. |
■ | 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 within the same fund family through a systematic reinvestment of capital gains distributions and dividend distributions. |
■ | 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, rights of accumulation, and/or letters of intent |
■ | 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. |
■ | Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent 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 and Invesco Oppenheimer 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. |
Opening An Account | Adding To An Account | |
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. |
How to Redeem Shares | |
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 Oppenheimer Government Cash Reserves Fund, Class A shares and Class Y shares |
■ | Invesco Oppenheimer Government Money Market Fund, Invesco Cash Reserve Shares and Class Y 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. |
■ | 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. |
■ | Class A shares of a Fund acquired by exchange of Class Y shares of Invesco Oppenheimer Government Money Market Fund cannot be exchanged for Class Y shares of any Fund, except Class Y shares of Invesco Oppenheimer Government Money Market Fund. |
■ | 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. |
■ | The Fund is offered to investors as a cash management vehicle; investors perceive an investment in the Fund as an alternative to cash and must be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of the Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the Fund will be detrimental to the continuing operations of the Fund. |
■ | 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, which can be relied upon currently, 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, which can be relied upon currently, 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. Each Subsidiary will be classified for federal income tax purposes as a controlled foreign corporation (CFC) with respect to the Fund. As such, the Fund will be required to include in its gross income each year amounts earned by the Subsidiary during that year (“Subpart F” income), whether or not such earnings are distributed by the Subsidiary to the Fund (deemed inclusions). Recently released Treasury Regulations also permit the Fund to treat such deemed inclusions of “Subpart F” income from the Subsidiary as qualifying income to the Fund, even if the Subsidiary does not make a distribution of such income. Consequently, the Fund and the Subsidiary reserve the right to rely on deemed inclusions being treated as qualifying income to the Fund consistent with recently released Treasury Regulations. If, contrary to the opinion of counsel or other guidance issued by the IRS, the IRS were to determine that income from direct investment in commodity-linked notes 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 event a capital loss carryover cannot be utilized in the carryover periods, the Fund’s federal income tax liability may be higher than expected, which will result in less cash available to distribute to shareholders. |
■ | 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, which can be relied upon currently, 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. |
Obtaining Additional Information
More information may be obtained free of charge upon request. The SAI, a current version of which is on file with the SEC, contains more details about the Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about the Funds investments. The Funds annual report also discusses the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year. The Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-PORT.
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of the Funds current SAI, annual or semi-annual reports or Form N-PORT, please contact us.
By Mail: |
Invesco Investment Services, Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
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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 |
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
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Invesco Oppenheimer Main Street Small Cap Fund® | ||||||
SEC 1940 Act file number: 811-02699 | ||||||
invesco.com/us O-MSS-PRO-1 |
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Prospectus | August 28, 2019 | |||
Invesco Oppenheimer International Diversified Fund |
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Class: R5 (INDFX), R6 (OIDIX) | ||||
Invesco Oppenheimer Main Street Small Cap Fund® |
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Class: R5 (MNSQX), R6 (OSSIX) | ||||
As with all other mutual fund securities, the U.S. Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call (800) 959-4246 to let the Funds know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Funds.
An investment in the Funds:
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is not FDIC insured; |
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may lose value; and |
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is not guaranteed by a bank. |
Table of Contents
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Investment Objective(s), Strategies, Risks and Portfolio Holdings |
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Excessive Short-Term Trading Activity (Market Timing) Disclosures |
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Important Notice Regarding Delivery of Security Holder Documents |
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Back Cover |
Invesco Growth Series
INVESCO OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND
Investment Objective(s)
The Funds investment objective is to seek capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Investors may pay commissions and/or other forms of compensation to an intermediary, such as a broker, for transactions in Class R6 shares, which are not reflected in the table or the Example below.
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 |
Other Expenses are based on estimated amounts for the current fiscal year. |
2 |
Other Expenses have been restated to reflect current fees. |
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This Example does not include commissions and/or other forms of compensation that investors may pay on transactions in Class R6 shares. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
Class R5 |
$ | 93 | $ | 290 | $ | 504 | $ | 1,120 | ||||||||||||
Class R6 |
$ | 88 | $ | 274 | $ | 477 | $ | 1,061 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the predecessor funds (defined below) portfolio turnover rate was 7% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund is a special type of mutual fund known as a fund of funds because it primarily invests in other mutual funds. Those funds are referred to as the Underlying Funds. The Underlying Funds mainly invest in foreign equity securities, which are securities of companies organized under the laws of a foreign country, or with a substantial portion of their operations, assets, revenue or profits from businesses, investments or sales outside the United States or securities traded primarily in foreign securities markets. Certain Underlying Funds may invest 100% of their assets in
securities of foreign companies. Some Underlying Funds may invest in emerging or developing markets as well as in developed markets throughout the world. From time to time an Underlying Fund may place greater emphasis on investing in one or more particular industry or region. Under normal market conditions, the Fund will invest in shares of some or all of the following Invesco Oppenheimer global or international funds that were chosen based on the Advisers determination that they could provide capital appreciation:
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Invesco Oppenheimer Developing Markets Fund |
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Invesco Oppenheimer International Growth Fund |
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Invesco Oppenheimer International Small-Mid Company Fund |
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Invesco Oppenheimer International Equity Fund |
The Fund will typically invest in a minimum of three of the Underlying Funds and will not invest more than 50% of its net assets in any single Underlying Fund. The Adviser may change the weightings in the Underlying Funds at any time, without prior approval from or notice to shareholders. Normal market conditions are when securities markets and economic conditions are not unstable or adverse, in the judgment of the Adviser.
The Adviser will monitor the markets and allocate assets among the Underlying Funds based on changing market or economic conditions and investment opportunities. In determining how much of the Funds assets to invest in an Underlying Fund, the Adviser will seek to diversify the Funds investments internationally and among different investment styles, larger and smaller market capitalizations and between developed and emerging markets. The Fund may also change its allocations based on the Advisers evaluation of economic factors that it believes are not reflected in particular markets in which one or more of the Underlying Funds invest or on current or anticipated changes in currency valuations. The Adviser monitors the Underlying Fund selections and in response to changing market or economic conditions, the Adviser may change any or all of the Underlying Funds, including using funds that may be created in the future, without prior approval from or notice to shareholders. Although the term Underlying Funds refers to Invesco Oppenheimer Developing Markets Fund, Invesco Oppenheimer International Growth Fund, Invesco Oppenheimer International Small-Mid Company Fund, and Invesco Oppenheimer International Equity Fund, for ease of reference, the Fund also uses the term Underlying Funds to refer to Underlying Funds that may be used in the future.
The Fund may hold a portion of its assets in cash, money market securities or other similar, liquid investments, including in shares of money market mutual funds in the Invesco family of funds. This will generally occur at times when the Fund is unable to immediately invest funds received from purchases of Fund shares or from redemptions of other investments or to maintain liquidity.
Principal Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The risks associated with an investment in the Fund can increase during times of significant market volatility. Because the Fund is a fund of funds, the Fund is subject to the risks associated with the underlying funds in which it invests. The principal risks of investing in the underlying funds, and therefore the Fund, are:
Risks of Investing in the Underlying Funds. Each of the Underlying Funds has its own investment risks, and those risks can affect the value of the Funds investments and therefore the value of the Funds shares. To the extent that the Fund invests more of its assets in one Underlying Fund than in another, it will have greater exposure to the risks of that Underlying Fund. The investment objective and principal investment strategies of each
1 Invesco Growth Series
of the Underlying Funds are described in the section More Information About the Underlying Funds beginning on page 14 of this prospectus. There is no guarantee that the Fund or any Underlying Fund will achieve its investment objective. The Underlying Funds will each pursue their investment objectives and policies without the approval of the Fund. If an Underlying Fund were to change its investment objective or policies, the Fund may be forced to sell its shares of that Underlying Fund at a disadvantageous time.
Allocation Risk. The Funds ability to achieve its investment objective depends largely upon selecting the best mix of Underlying Funds. There is the risk that portfolio manager evaluations and assumptions regarding the Underlying Funds prospects may be incorrect in view of actual market conditions.
Risks of Foreign Investing. Foreign securities are subject to special risks. Securities traded in foreign markets may be less liquid and more volatile than those traded in U.S. markets. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult for the Fund to evaluate a foreign companys operations or financial condition. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of investments denominated in that foreign currency and in the value of any income or distributions the Fund may receive on those investments. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in the settlement of transactions, changes in economic or monetary policy in the United States or abroad, expropriation or nationalization of a companys assets, or other political and economic factors. In addition, due to the inter-relationship of global economies and financial markets, changes in political and economic factors in one country or region could adversely affect conditions in another country or region. Investments in foreign securities may also expose the Fund to time-zone arbitrage risk. Foreign securities may trade on weekends or other days when the Fund does not price its shares. As a result, the value of the Funds net assets may change on days when you will not be able to purchase or redeem the Funds shares. At times, the Fund may emphasize investments in a particular country or region and may be subject to greater risks from adverse events that occur in that country or region. Foreign securities and foreign currencies held in foreign banks and securities depositories may be subject to only limited or no regulatory oversight.
Risks of Developing and Emerging Markets. Investments in developing and emerging markets are subject to all the risks associated with foreign investing, however, these risks may be magnified in developing and emerging markets. Developing or emerging market countries may have less well-developed securities markets and exchanges that may be substantially less liquid than those of more developed markets. Settlement procedures in developing or emerging markets may differ from those of more established securities markets, and settlement delays may result in the inability to invest assets or to dispose of portfolio securities in a timely manner. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, and governments of developing or emerging market countries may also be more unstable than the governments of more developed countries. Such countries economies may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Developing or emerging market countries also may be subject to social, political or economic instability. The value of developing or emerging market countries currencies may fluctuate more than the currencies of countries with more mature markets. Investments in developing or emerging market countries may be subject to greater risks of government restrictions, including confiscatory taxation, expropriation or nationalization of a companys assets, restrictions on foreign ownership of local companies, restrictions on withdrawing assets from the country, protectionist measures, and practices such as share blocking. In addition, the ability of foreign entities to participate in privatization programs of certain developing
or emerging market countries may be limited by local law. Investments in securities of issuers in developing or emerging market countries may be considered speculative.
Eurozone Investment Risks. Certain of the regions in which the Fund may invest, including the European Union (EU), currently experience significant financial difficulties. Following the global economic crisis that began in 2008, some of these countries have depended on, and may continue to be dependent on, the assistance from others such as the European Central Bank (ECB) or other governments or institutions, and failure to implement reforms as a condition of assistance could have a significant adverse effect on the value of investments in those and other European countries. In addition, countries that have adopted the euro are subject to fiscal and monetary controls that could limit the ability to implement their own economic policies, and could voluntarily abandon, or be forced out of, the euro. Such events could impact the market values of Eurozone and various other securities and currencies, cause redenomination of certain securities into less valuable local currencies, and create more volatile and illiquid markets. Additionally, the United Kingdoms intended departure from the EU, commonly known as Brexit, may have significant political and financial consequences for Eurozone markets, including greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in the United Kingdom.
Risks of Investing in Stocks. The value of the Funds portfolio may be affected by changes in the stock markets. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of individual stocks generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized (for example foreign stocks, stocks of small- or mid-cap companies, growth or value stocks, or stocks of companies in a particular industry), fund share values may fluctuate more in response to events affecting the market for those types of securities.
Affiliated Portfolio Risk. In managing the Fund, the Adviser will have authority to select and substitute Underlying Funds. The Adviser may be subject to potential conflicts of interest in selecting Underlying Funds because the fees paid to each by some Underlying Funds for its advisory services are higher than the fees paid by other Underlying Funds. However, the Adviser monitors the investment process to seek to identify, address and resolve any potential issues.
Risks of Small- and Mid-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. Mid-cap companies are generally companies that have completed their initial start-up cycle, and in many cases have established markets and developed seasoned market teams. While smaller companies might offer greater opportunities for gain than larger companies, they also may involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Small- and mid-cap companies securities may trade in lower volumes and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Small- and mid-cap companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions.
2 Invesco Growth Series
Since small- and mid-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Small- and mid-cap companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. It may take a substantial period of time before the Fund realizes a gain on an investment in a small- or mid-cap company, if it realizes any gain at all.
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The Fund has adopted the performance of the Oppenheimer International Diversified Fund (the predecessor fund) as the result of a reorganization of the predecessor fund into the Fund, which was consummated after the close of business on May 24, 2019 (the Reorganization). Prior to the Reorganization, the Fund had not yet commenced operations. The bar chart shows changes in the performance of the predecessor fund from year to year as of December 31. The performance table compares the predecessor funds performance to that of a broad-based securities market benchmark. For more information on the benchmark used, see the Benchmark Descriptions section of the prospectus. The Funds (and the predecessor funds) past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Class R6 shares returns shown for periods ending on or prior to May 24, 2019 are those of the Class I shares of the predecessor fund. Class I shares of the predecessor fund were reorganized into Class R6 shares of the Fund after the close of business on May 24, 2019. Class R6 shares returns of the Fund will be different from Class I shares returns of the predecessor fund as they have different expenses.
Class R5 shares of the Fund have less than a calendar year of performance; therefore, the returns shown are those of the Funds and predecessor funds Class A shares. Although the Class R5 shares are invested in the same portfolio of securities, Class R5 shares returns of the Fund will be different from Class A returns of the Fund and predecessor fund as they have different expenses.
Updated performance information is available on the Funds website at www.invesco.com/us.
Annual Total Returns
Class R6 shares year-to-date (ended June 30, 2019): 16.22%
Best Quarter (ended September 30, 2013): 10.91%
Worst Quarter (ended December 31, 2018): -13.09%
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Class R5 shares performance shown prior to the inception date (after the close of business on May 24, 2019) is that of the predecessor funds 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 predecessor funds Class A shares is September 27, 2005. |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans, 529 college savings plans or individual retirement accounts. After-tax returns are shown for Class R6 shares only and after-tax returns for other classes will vary.
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
Portfolio Manager | Title | Length of Service on the Fund | ||
George R. Evans |
Portfolio Manager | 2019 (predecessor fund 2005) |
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser or by telephone at 800-959-4246.
There is no minimum initial investment for Employer Sponsored Retirement and Benefit Plans investing through a retirement platform that administers at least $2.5 billion in retirement plan assets. All other Employer Sponsored Retirement and Benefit Plans must meet a minimum initial investment of at least $1 million in each Fund in which it invests.
The minimum initial investment for all other institutional investors is $1 million, unless such investment is made by (i) an investment company, as defined under the Investment Company Act of 1940, as amended (1940 Act), that is part of a family of investment companies which own in the aggregate at least $100 million in securities, or (ii) an account established with a 529 college savings plan managed by Invesco, in which case there is no minimum initial investment.
There are no minimum investment amounts for Class R6 shares held through retail omnibus accounts maintained by an intermediary, such as a broker, that (i) generally charges an asset-based fee or commission in addition to those described in this prospectus, and (ii) maintains Class R6 shares and makes them available to retail investors.
Tax Information
The Funds distributions generally are taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan, 529 college savings plan or individual retirement account. Any distributions from a 401(k) plan or individual retirement account may be taxed as ordinary income when withdrawn from such plan or account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Funds distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediarys Web site for more information.
Investment Objective(s)
The Funds investment objective is to seek capital appreciation.
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Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Investors may pay commissions and/or other forms of compensation to an intermediary, such as a broker, for transactions in Class R6 shares, which are not reflected in the table or the Example below.
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 |
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Other Expenses are based on estimated amounts for the current fiscal year. |
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Other Expenses have been restated to reflect current fees. |
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This Example does not include commissions and/or other forms of compensation that investors may pay on transactions in Class R6 shares. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
Class R5 |
$ | 84 | $ | 262 | $ | 455 | $ | 1,014 | ||||||||||||
Class R6 |
$ | 79 | $ | 246 | $ | 428 | $ | 954 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the predecessor funds (defined below) portfolio turnover rate was 46% of the average value of its portfolio.
Principal Investment Strategies of the Fund
Under normal market conditions, the Fund will invest at least 80% of its net assets, including any borrowings for investment purposes, in securities of small-cap companies, and in derivatives and other instruments that have economic characteristics similar to such securities. A companys market capitalization is the value of its outstanding common stock. The Fund considers small-cap companies to be those having a market capitalization in the range of the Russell 2000® Index. The capitalization range of that index is subject to change at any time due to market activity or changes in the composition of the index. The range of the Russell 2000® Index generally widens over time and it is reconstituted annually to preserve its market cap characteristics. The Fund measures a companys capitalization at the time the Fund buys a security and is not required to sell a security if the companys capitalization moves outside of the Funds capitalization definition.
Although the Fund mainly invests in U.S. companies, it can invest in securities issued by companies or governments in any country. The Fund
primarily invests in common stock but may also invest in other types of securities that are consistent with its investment objective.
The portfolio is constructed and regularly monitored based upon several analytical tools, including quantitative investment models. Quantitative models are used as part of the idea generation process to rank securities within each sector to identify potential buy and sell candidates for further fundamental analysis. The Fund aims to maintain a broadly diversified portfolio across major economic sectors by applying investment parameters for both sector and position size.
In constructing the portfolio, the Fund seeks to limit exposure to so-called top-down or macro risks, such as overall stock market movements, economic cycles, and interest rate or currency fluctuations. Instead, the portfolio managers seek to add value by selecting individual securities with superior company-specific fundamental attributes or relative valuations that they expect to outperform their industry and sector peers. This is commonly referred to as a bottom-up approach to portfolio construction.
The portfolio managers consider stock rankings, benchmark weightings and capitalization outlooks in determining security weightings for individual issuers.
The portfolio managers might sell a security if, among other criteria, the price is approaching their price target, if the companys competitive position has deteriorated or the companys management has performed poorly, or if they have identified more attractive investment prospects.
Principal Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
Risks of Investing in Stocks. The value of the Funds portfolio may be affected by changes in the stock markets. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of individual stocks generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized (for example foreign stocks, stocks of small- or mid-cap companies, growth or value stocks, or stocks of companies in a particular industry), fund share values may fluctuate more in response to events affecting the market for those types of securities.
Industry and Sector Focus. At times the Fund may increase the relative emphasis of its investments in a particular industry or sector. The prices of stocks of issuers in a particular industry or sector may go up and down in response to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry or sector more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, its share values may fluctuate in response to events affecting that industry or sector. To some extent that risk may be limited by the Funds policy of not concentrating its investments in any one industry.
Risks of Small-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. While smaller
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companies might offer greater opportunities for gain than larger companies, they also involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Smaller companies securities often trade in lower volumes and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Small-cap companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since small-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Small-cap companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. It may take a substantial period of time before the Fund realizes a gain on an investment in a small-sized company, if it realizes any gain at all.
Risks of Quantitative Models. The portfolio managers use quantitative models as part of the idea generation process. Quantitative models are based upon many factors that measure individual securities relative to each other. Such models, which can be adversely affected by errors or imperfections in the factors or the data on which measurements are based, any technical issues with construction or implementation of the model, or a failure to perform as expected, may not identify securities that perform well in the future.
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The Fund has adopted the performance of the Oppenheimer Main Street Small Cap Fund (the predecessor fund) as the result of a reorganization of the predecessor fund into the Fund, which was consummated after the close of business on May 24, 2019 (the Reorganization). Prior to the Reorganization, the Fund had not yet commenced operations. The bar chart shows changes in the performance of the predecessor fund from year to year as of December 31. The performance table compares the predecessor funds performance to that of a broad-based securities market benchmark. For more information on the benchmarks used, see the Benchmark Descriptions section of the prospectus. The Funds (and the predecessor funds) past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Class R6 shares returns shown for periods ending on or prior to May 24, 2019 are those of the Class I shares of the predecessor fund. Class I shares of the predecessor fund were reorganized into Class R6 shares of the Fund after the close of business on May 24, 2019. Class R6 shares returns of the Fund will be different from Class I shares returns of the predecessor fund as they have different expenses.
Class R5 shares of the Fund have less than a calendar year of performance; therefore, the returns shown are those of the Funds and predecessor funds Class A shares. Although the Class R5 shares are invested in the same portfolio of securities, Class R5 shares returns of the Fund will be different from Class A returns of the Fund and predecessor fund as they have different expenses.
Updated performance information is available on the Funds website at www.invesco.com/us.
Annual Total Returns
Class R6 shares year-to-date (ended June 30, 2019): 15.74%
Best Quarter (ended December 31, 2014): 12.13%
Worst Quarter (ended December 31, 2018): -19.84%
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Class R5 shares performance shown prior to the inception date (after the close of business on May 24, 2019) is that of the predecessor funds 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 predecessor funds Class A shares is May 17, 2013. |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans, 529 college savings plans or individual retirement accounts. After-tax returns are shown for Class R6 shares only and after-tax returns for other classes will vary.
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
Portfolio Managers |
Title |
Length of Service on the Fund |
||
Matthew P. Ziehl |
Co-Lead Portfolio Manager | 2019 (predecessor fund 2013) | ||
Adam Weiner |
Co-Lead Portfolio Manager | 2019 (predecessor fund 2013) | ||
Raymond Anello |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Raman Vardharaj |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Joy Budzinski |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Kristin Ketner Pak |
Portfolio Manager | 2019 (predecessor fund 2013) | ||
Magnus Krantz |
Portfolio Manager | 2019 (predecessor fund 2013) |
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser or by telephone at 800-959-4246.
There is no minimum initial investment for Employer Sponsored Retirement and Benefit Plans investing through a retirement platform that administers at least $2.5 billion in retirement plan assets. All other Employer Sponsored Retirement and Benefit Plans must meet a minimum initial investment of at least $1 million in each Fund in which it invests.
The minimum initial investment for all other institutional investors is $1 million, unless such investment is made by (i) an investment company, as defined under the Investment Company Act of 1940, as amended (1940 Act), that is part of a family of investment companies which own in the aggregate at least $100 million in securities, or (ii) an account established with a 529 college savings plan managed by Invesco, in which case there is no minimum initial investment.
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There are no minimum investment amounts for Class R6 shares held through retail omnibus accounts maintained by an intermediary, such as a broker, that (i) generally charges an asset-based fee or commission in addition to those described in this prospectus, and (ii) maintains Class R6 shares and makes them available to retail investors.
Tax Information
The Funds distributions generally are taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan, 529 college savings plan or individual retirement account. Any distributions from a 401(k) plan or individual retirement account may be taxed as ordinary income when withdrawn from such plan or account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Funds distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediarys Web site for more information.
Investment Objective(s), Strategies, Risks and Portfolio Holdings
Objective(s), Principal Investment Strategies and Risks
The Funds investment objective is to seek capital appreciation. The Funds investment objective may be changed by the Board of Trustees (the Board) without shareholder approval.
The following strategies and types of investments are the ones that the Fund and certain Underlying Funds consider to be the most important in seeking to achieve their investment objectives and the following risks are those the Fund expects its portfolio to be subject to as a whole.
Investments In The Underlying Funds. Under normal circumstances, the Fund invests in a diversified portfolio made up of varying allocations of investments in the Underlying Funds. The mix of Underlying Funds was chosen based on a determination that they could provide the diversification needed to implement the Funds allocation strategies. The choice of Underlying Funds, the objectives and policies of the Underlying Funds and the Funds allocations to the Underlying Funds may change from time to time without approval by the Funds shareholders.
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Invesco Oppenheimer Developing Markets Fund invests mainly in common stock of issuers in emerging and developing markets throughout the world. |
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Invesco Oppenheimer International Growth Fund invests mainly in common stocks of companies outside of the United States that it considers to be growth companies. |
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Invesco Oppenheimer International Small-Mid Company Fund invests mainly in common stock of small- and mid-capitalization companies outside of the United States. |
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Invesco Oppenheimer International Equity Fund invests mainly in common stocks of companies outside of the United States that management believes are undervalued. |
An Underlying Fund may have investment policies similar to those of one or more of the other Underlying Funds or other funds advised by the Adviser or its affiliates. If one of those other funds purchases or sells a particular security at the same time that an Underlying Fund is purchasing or
selling it, such purchases or sales could affect the supply or price of the security. The simultaneous purchase of a security by one Underlying Fund and its sale by another Underlying Fund could also increase the trading costs borne indirectly by the Fund.
Common Stock and Other Equity Investments. Equity securities include common stock, preferred stock, rights, warrants and certain securities that are convertible into common stock. Equity investments may be exchange-traded or over-the-counter securities.
The value of the Funds portfolio may be affected by changes in the stock markets. Stocks and other equity securities fluctuate in price in response to changes to equity markets in general. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of equity securities generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized (for example foreign stocks, stocks of small- or mid-cap companies, growth or value stocks, or stocks of companies in a particular industry) their share values may fluctuate more in response to events affecting the market for that type of securities.
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Common stock represents an ownership interest in a company. It ranks below preferred stock and debt securities in claims for dividends and in claims for assets of the issuer in a liquidation or bankruptcy. |
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Preferred stock has a set dividend rate and ranks ahead of common stocks and behind debt securities in claims for dividends and for assets of the issuer in a liquidation or bankruptcy. The dividends on preferred stock may be cumulative (they remain a liability of the company until paid) or non-cumulative. The fixed dividend rate of preferred stocks may cause their prices to behave more like those of debt securities. If prevailing interest rates rise, the fixed dividend on preferred stock may be less attractive, which may cause the price of preferred stock to decline. |
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Warrants are options to purchase equity securities at specific prices that are valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities, and can be more volatile than the price of the underlying securities. If the market price of the underlying security does not exceed the exercise price during the life of the warrant, the warrant will expire worthless and any amount paid for the warrant will be lost. The market for warrants may be very limited and it may be difficult to sell a warrant promptly at an acceptable price. Rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. |
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Convertible securities can be converted into or exchanged for a set amount of common stock of an issuer within a particular period of time at a specified price or according to a price formula. Convertible debt securities pay interest and convertible preferred stocks pay dividends until they mature or are converted, exchanged or redeemed. Some convertible debt securities may be considered equity equivalents because of the feature that makes them convertible into common stock. The conversion feature of convertible securities generally causes the market value of convertible securities to increase when the value of the underlying common stock increases, and to fall when the stock price falls. The market value of a convertible security |
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reflects both its investment value, which is its expected income potential, and its conversion value, which is its anticipated market value if it were converted. If its conversion value exceeds its investment value, the security will generally behave more like an equity security, in which case its price will tend to fluctuate with the price of the underlying common stock or other security. If its investment value exceeds its conversion value, the security will generally behave more like a debt security, in which case the securitys price will likely increase when interest rates fall and decrease when interest rates rise. Convertible securities may offer the Fund the ability to participate in stock market movements while also seeking some current income. Convertible securities may provide more income than common stock but they generally provide less income than comparable non-convertible debt securities. Most convertible securities will vary, to some extent, with changes in the price of the underlying common stock and are therefore subject to the risks of that stock. In addition, convertible securities may be subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuers credit rating or the markets perception of the issuers creditworthiness. However, credit ratings of convertible securities generally have less impact on the value of the securities than they do for non-convertible debt securities. Some convertible preferred stocks have a mandatory conversion feature or a call feature that allows the issuer to redeem the stock on or prior to a mandatory conversion date. Those features could diminish the potential for capital appreciation on the investment. |
The Underlying Funds may invest in common stock and other equity securities of small, medium or large capitalization companies, as defined in the particular Underlying Funds prospectus. Not all Underlying Funds define small- and mid-cap issuers in the same way. Some of the Underlying Funds may emphasize investments in growth securities or value securities. Some of the Underlying Funds may buy convertible securities rated below investment-grade by nationally recognized statistical rating organizations.
Foreign Investing. Some of the Underlying Funds may buy stocks and other equity securities of issuers that are organized under the laws of a foreign country or that have a substantial portion of their operations or assets in a foreign country or countries, or that derive a substantial portion of their revenue or profits from businesses, investments or sales outside of the United States. Foreign securities may include securities traded primarily on foreign securities exchanges or in foreign over-the-counter markets. Some of the Underlying Funds consider securities of foreign issuers that are represented in the U.S. securities markets by American Depositary Receipts (ADRs) or similar depository arrangements to be foreign securities for purposes of their investment allocations.
Risks of Foreign Investing. Securities traded in foreign markets often involve special risks not present in U.S. investments that can increase the chances an Underlying Fund will lose money. Additional information regarding certain of the risks associated with foreign investing is provided below.
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Foreign Market Risk. If there are fewer investors in a particular foreign market, securities traded in that market may be less liquid and more volatile than U.S. securities and more difficult to price. Foreign markets may also be subject to delays in the settlement of transactions and difficulties in pricing securities. If the Fund is delayed in settling a purchase or sale transaction, it may not receive any return on the invested assets or it may lose money if the value of the security declines. It may also be more expensive for the Underlying Fund to buy or sell securities in certain foreign markets than in the United States, which may increase the Underlying Funds expense ratio. |
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Foreign Economy Risk. Foreign economies may be more vulnerable to political or economic changes than the U.S. economy. They may be more concentrated in particular industries or may rely on particular resources or trading partners to a greater extent. Certain foreign economies may be adversely affected by shortages of investment capital or by high rates of inflation. Changes in economic or monetary |
policy in the U.S. or abroad may also have a greater impact on the economies of certain foreign countries. |
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Foreign Governmental and Regulatory Risks. Foreign companies may not be subject to the same accounting and disclosure requirements as U.S. companies. As a result there may be less accurate information available regarding a foreign companys operations and financial condition. Foreign companies may be subject to capital controls, nationalization, or confiscatory taxes. There may be less government regulation of foreign issuers, exchanges and brokers than in the United States. Some countries also have restrictions that limit foreign ownership and may impose penalties for increases in the value of the Funds investment. The value of the Underlying Funds foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
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Foreign Currency Risk. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of securities denominated in that foreign currency. If the U.S. dollar rises in value against a foreign currency, a security denominated in that currency will be worth less in U.S. dollars and if the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency will be worth more in U.S. dollars. The dollar value of foreign investments may also be affected by exchange controls. Foreign currency exchange transactions may impose additional costs on the Underlying Fund. The Underlying Fund can also invest in derivative instruments linked to foreign currencies. The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of derivatives linked to that foreign currency. The Advisers selection of foreign currency-denominated investments may not perform as expected. Currency derivative investments may be particularly volatile and subject to greater risks than other types of foreign currency-denominated investments. |
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Foreign Custody Risk. There may be very limited regulatory oversight of certain foreign banks or securities depositories that hold foreign securities and foreign currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank or depository or their agents goes bankrupt. There may also be an increased risk of loss of portfolio securities. |
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Time Zone Arbitrage. If the Underlying Fund invests a significant amount of its assets in foreign securities, it may be exposed to time-zone arbitrage attempts by investors seeking to take advantage of differences in the values of foreign securities that might result from events that occur after the close of the foreign securities market on which a security is traded and before the close of the New York Stock Exchange that day, when the Underlying Funds net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Underlying Funds use of fair value pricing under certain circumstances, to adjust the closing market prices of foreign securities to reflect what the Adviser and the Board believe to be their fair value, may help deter those activities. |
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Globalization Risks. The growing inter-relationship of global economies and financial markets has increased the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the U.S. economy, could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. |
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Regional Focus. At times, an Underlying Fund might increase the relative emphasis of its investments in a particular region of the world. Securities of issuers in a region might be affected by changes in economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that region more than others. If the Underlying Fund has a greater |
7 Invesco Growth Series
emphasis on investments in a particular region, it may be subject to greater risks from adverse events that occur in that region than a fund that invests in a different region or that is more geographically diversified. Political, social or economic disruptions in the region may adversely affect the values of the Underlying Funds holdings. |
Risks of Developing and Emerging Markets. Investments in developing and emerging market countries are subject to all the risks associated with foreign investing, however, these risks may be magnified in developing and emerging markets. Investments in securities of issuers in developing or emerging market countries may be considered speculative. Additional information regarding certain of the risks associated with investing in developing and emerging markets is provided below.
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Less Developed Securities Markets. Developing or emerging market countries may have less well-developed securities markets and exchanges. Consequently they have lower trading volume than the securities markets of more developed countries and may be substantially less liquid than those of more developed countries. |
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Transaction Settlement. Settlement procedures in developing or emerging markets may differ from those of more established securities markets, and settlement delays may result in the inability to invest assets or to dispose of portfolio securities in a timely manner. As a result there could be subsequent declines in the value of the portfolio security, a decrease in the level of liquidity of the portfolio or, if there is a contract to sell the security, a possible liability to the purchaser. |
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Price Volatility. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, which may lead to greater difficulties in pricing securities. |
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Less Developed Governments and Economies. The governments of developing or emerging market countries may be more unstable than the governments of more developed countries. In addition, the economies of developing or emerging market countries may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Developing or emerging market countries may be subject to social, political, or economic instability. Further, the value of the currency of a developing or emerging market country may fluctuate more than the currencies of countries with more mature markets. |
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Government Restrictions. In certain developing or emerging market countries, government approval may be required for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Other government restrictions may include confiscatory taxation, expropriation or nationalization of company assets, restrictions on foreign ownership of local companies, protectionist measures, and practices such as share blocking. |
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Privatization Programs. The governments in some developing or emerging market countries have been engaged in programs to sell all or part of their interests in government-owned or controlled enterprises. However, in certain developing or emerging market countries, the ability of foreign entities to participate in privatization programs may be limited by local law. There can be no assurance that privatization programs will be successful. |
Eurozone Investment Risks. The European Union (EU) is an economic and political union of most western European countries and a growing number of eastern European countries, collectively known as member states. One of the key mandates of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency and a common trade policy. In order to pursue this goal, member states established the Economic and Monetary Union (EMU), which sets out different stages and commitments that member states need to follow to achieve greater economic and monetary policy coordination, including the adoption of a single currency, the euro. Many
member states have adopted the euro as their currency and, as a result, are subject to the monetary policies of the European Central Bank (ECB).
The global economic crisis that began in 2008 has caused severe financial difficulties for many EU member states, pushing some to the brink of insolvency and causing others to experience recession, large public debt, restructuring of government debt, credit rating downgrades and an overall weakening of banking and financial sectors. Some of those countries have depended on, and may continue to be dependent on, the assistance from others such as the ECB, the International Monetary Fund (IMF), or other governments and institutions to address those issues. Failure by one or more EU member states to implement reforms or attain a certain performance level imposed as a condition of assistance, or an insufficient level of assistance, could deepen or prolong the economic downturn which could have a significant adverse effect on the value of investments in those and other European countries. By adopting the euro as its currency, members of the EMU are subject to fiscal and monetary controls that could limit to some degree the ability to implement their own economic policies. Additionally, EMU member states could voluntarily abandon the euro or involuntarily be forced out of the euro, including by way of a partial or complete dissolution of the EMU. The effects of such outcomes on the rest of the Eurozone and global markets as a whole are unpredictable, but are likely to be negative, including adversely impacted market values of Eurozone and various other securities and currencies, redenomination of certain securities into less valuable local currencies, and more volatile and illiquid markets. Under such circumstances, investments denominated in euros or replacement currencies may be difficult to value, the ability to operate an investment strategy in connection with euro-denominated securities may be significantly impaired and the value of euro-denominated investments may decline significantly and unpredictably. Additionally, the United Kingdoms intended departure from the EU, known as Brexit, may have significant political and financial consequences for Eurozone markets, including greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in the United Kingdom. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on asset valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation of United Kingdom banks. While the full impact of Brexit is unknown, market disruption in the EU and globally may have a negative effect on the value of the Funds investments. Additionally, the risks related to Brexit could be more pronounced if one or more additional EU member states seek to leave the EU.
Growth Investing. Growth companies are companies whose earnings and stock prices are expected to grow at a faster rate than the overall market. Growth companies can be new companies or established companies that may be entering a growth cycle in their business. Their anticipated growth may come from developing new products or services or from expanding into new or growing markets. Growth companies may be applying new technologies, new or improved distribution methods or new business models that could enable them to capture an important or dominant market position. They may have a special area of expertise or the ability to take advantage of changes in demographic or other factors in a more profitable way. Newer growth companies generally tend to retain a large part of their earnings for research, development or investments in capital assets. Although newer growth companies may not pay any dividends for some time, their stocks may be valued because of their potential for price increases.
Risks of Growth Investing. If a growth companys earnings or stock price fails to increase as anticipated, or if its business plans do not produce the expected results, its securities may decline sharply. Growth companies may be newer or smaller companies that may experience greater stock price fluctuations and risks of loss than larger, more established companies. Newer growth companies tend to retain a large part of their earnings for research, development or investments in capital assets. Therefore, they may not pay any dividends for some time. Growth investing has gone in and out of favor during past market cycles and is likely to continue to do
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so. During periods when growth investing is out of favor or when markets are unstable, it may be more difficult to sell growth company securities at an acceptable price. Growth stocks may also be more volatile than other securities because of investor speculation.
Value Investing. Value investing seeks stocks that are priced below their intrinsic or prospective worth. Value investing uses fundamental analysis and research to seek to identify issuers whose securities are undervalued in the marketplace in relation to factors such as their earnings potential, assets, industry position, management strength and cash flows. Undervalued companies may have lower stock prices because the market is not aware of their intrinsic value or does not yet fully recognize their future potential. The price of those securities may increase if other investors recognize a companys current or potential worth.
Risks of Value Investing. Value investing entails the risk that if the market does not recognize that a selected security is undervalued, the prices of that security might not appreciate as anticipated. A value investing approach could also lead to acquiring fewer securities that might experience rapid price increases during times of market advances. This could cause the investments to underperform strategies that seek capital appreciation by employing only a growth or other non-value approach. Value investing has also gone in and out of favor during past market cycles and is likely to continue to do so. During periods when value investing is out of favor or when markets are unstable, the securities of value companies may underperform the securities of growth companies.
Small- and Mid-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. Mid-cap companies are generally companies that have completed their initial start-up cycle, and in many cases have established markets and developed seasoned market teams. While smaller companies might offer greater opportunities for gain than larger companies, they also may involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Smaller companies securities often trade in lower volumes and in many instances, are traded over-the-counter or on a regional securities exchange, where the frequency and volume of trading is substantially less than is typical for securities of larger companies traded on national securities exchanges. Therefore, the securities of smaller companies may be subject to wider price fluctuations and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Small- and mid-cap companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since small- and mid-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Smaller companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. Securities of small, unseasoned companies may be particularly volatile, especially in the short term, and may have very limited liquidity in a declining market. It may take a substantial period of time to realize a gain on an investment in a small- or mid-cap company, if any gain is realized at all.
The Fund measures the market capitalization of an issuer at the time of investment. Because the relative sizes of companies change over time as the securities market changes, the Funds definition of what is a small-cap, mid-cap or large-cap company may change over time as well. After the Fund buys the security of an individual company, that company may expand or contract and no longer fall within the designated capitalization range. Although the Fund is not required to sell the securities of companies whose market capitalizations have grown or decreased beyond
the Funds capitalization-range definition, it might sell some of those holdings to try to adjust the dollar-weighted median capitalization of its portfolio. That might cause the Fund to realize capital gains on an investment and could increase taxable distributions to shareholders.
When the Fund invests in smaller company securities that might trade infrequently, investors might seek to trade Fund shares based on their knowledge or understanding of the value of those securities (this is sometimes referred to as price arbitrage). If such price arbitrage were successful, it might interfere with the efficient management of the Funds portfolio and the Fund may be required to sell securities at disadvantageous times or prices to satisfy the liquidity requirements created by that activity. Successful price arbitrage might also dilute the value of fund shares held by other shareholders.
Industry, Sector and Regional Focus. At times, an Underlying Fund may emphasize investments in a particular industry, group of industries, sector or region of the world. Securities of issuers in a particular industry or region might be affected by changes in economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that industry or region more than others.
Additional Investment Information. In anticipation of or in response to market, economic, political, or other conditions, the Funds portfolio manager may temporarily use a different investment strategy for defensive purposes. If the Funds portfolio manager does so, different factors could affect the Funds performance and the Fund may not achieve its investment objective.
The Funds investments in the types of securities and other investments described in this prospectus vary from time to time, and, at any time, the Fund may not be invested in all of the types of securities and other investments described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus.
For more information, see Description of the Funds and Their Investments and Risks in the Funds SAI.
Other Investment Strategies and Risks
The Underlying Funds can also use the investment techniques and strategies described below. An Underlying Fund might not use all of these techniques or strategies or might only use them from time to time.
Fixed-Income Investments. Some of the Underlying Funds invest primarily in debt securities to seek income. Other Underlying Funds may invest in debt securities for defensive purposes or for liquidity purposes pending the purchase of new investments or to have cash to pay for redemptions. Some of the fixed-income investments the Underlying Funds might invest in include:
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money market instruments; |
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securities issued or guaranteed by the U.S. government or its agencies and instrumentalities, including: Treasury securities, mortgage-related government securities (interests in pools of residential or commercial mortgages, in the form of collateralized mortgage obligations and other pass-through mortgage securities) and forward roll transactions (also referred to as mortgage dollar rolls); |
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municipal securities issued by states and their political subdivisions (such as cities, towns, counties, agencies and authorities), including municipal bonds, municipal notes and interests in municipal leases; |
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mortgage-related securities issued by private issuers, such as banks, savings and loans, and other entities, including private-issuer mortgage-backed securities; |
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corporate debt obligations, such as bonds, debentures, notes and preferred stock issued by U.S. and foreign corporations, partnerships or other business entities; |
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other foreign debt securities, including securities issued by foreign governments and supra-national entities, such as the World Bank; |
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zero-coupon and stripped securities; |
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commercial paper (short-term corporate debt); |
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event-linked bonds; |
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asset-backed securities (interests in pools of consumer loans and other trade receivables); |
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floating rate and variable rate securities; |
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structured notes; |
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participation interests in loans; and |
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repurchase agreements. |
Fixed-income investments may be subject to the following risks:
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Interest Rate Risk. Interest rate risk is the risk that rising interest rates, or an expectation of rising interest rates in the near future, will cause the values of the Underlying Funds investments in debt securities to decline. The values of debt securities usually change when prevailing interest rates change. When interest rates rise, the values of outstanding debt securities generally fall, and those securities may sell at a discount from their face amount. When interest rates rise, the decrease in values of outstanding debt securities may not be offset by higher income from new investments. When interest rates fall, the values of already-issued debt securities generally rise. However, when interest rates fall, the Underlying Funds investments in new securities may be at lower yields and may reduce the Underlying Funds income. The values of longer-term debt securities usually change more than the values of shorter-term debt securities when interest rates change; thus, interest rate risk is usually greater for securities with longer maturities or durations. Zero-coupon or stripped securities may be particularly sensitive to interest rate changes. Risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows. Interest rate changes may have different effects on the values of mortgage-related securities because of prepayment and extension risks. |
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Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities are more volatile and thus more likely to decline in price, and to a greater extent, than shorter-duration debt securities, in a rising interest-rate environment. Effective duration attempts to measure the expected percentage change in the value of a bond or portfolio resulting from a change in prevailing interest rates. The change in the value of a bond or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, if a bond has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the bonds value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bonds value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. |
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Credit Risk. Credit risk is the risk that the issuer of a security might not make interest and principal payments on the security as they become due. U.S. government securities generally have lower credit risks than securities issued by private issuers or certain foreign governments. If an issuer fails to pay interest, the Underlying Funds income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the Underlying Fund could lose the amount of its investment in the security. The extent of this risk varies based on the terms of the particular security and the financial condition of the issuer. A downgrade in an issuers credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuers securities. |
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Credit Spread Risk. Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market expects lower-grade bonds to default more frequently. Widening credit spreads may quickly reduce the market values of the Underlying Funds lower-rated and unrated securities. Some unrated securities may not have an active trading market or may trade less actively than rated securities, which means that the Underlying Fund might have difficulty selling them promptly at an acceptable price. |
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Extension Risk. Extension risk is the risk that, if interest rates rise rapidly, prepayments on certain debt securities may occur at a slower rate than expected, and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. Extension risk is particularly prevalent for a callable security where an increase in interest rates could result in the issuer of that security choosing not to redeem the security as anticipated on the securitys call date. Such a decision by the issuer could have the effect of lengthening the debt securitys expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
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Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Underlying Fund may be required to reinvest the proceeds from a securitys sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
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Prepayment Risk. Certain fixed-income securities (in particular mortgage-related securities) are subject to the risk of unanticipated prepayment. Prepayment risk is the risk that, when interest rates fall, the issuer will redeem the security prior to the securitys expected maturity, or that borrowers will repay the loans that underlie these fixed-income securities more quickly than expected, thereby causing the issuer of the security to repay the principal prior to expected maturity. The Underlying Fund may need to reinvest the proceeds at a lower interest rate, reducing its income. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If the Underlying Fund buys those securities at a premium, accelerated prepayments on those securities could cause the Underlying Fund to lose a portion of its principal investment. The impact of prepayments on the price of a security may be difficult to predict and may increase the securitys price volatility. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. |
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Event Risk. If an issuer of debt securities is the subject of a buyout, debt restructuring, merger or recapitalization that increases its debt load, it could interfere with its ability to make timely payments of interest and principal and cause the value of its debt securities to fall. |
Fixed-Income Market Risks. The fixed-income securities market can be susceptible to unusual volatility and illiquidity. Volatility and illiquidity may be more pronounced in the case of lower-rated and unrated securities. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are near historic lows in the U.S. and in other countries. During times of reduced market liquidity, the Underlying Fund may not be able to readily sell bonds at the prices at which they are carried on the Underlying Funds books. If the Underlying Fund needed to sell large blocks of bonds to meet shareholder redemption requests or to raise cash, those sales could further reduce the bonds prices. An unexpected increase in Underlying Fund redemption requests (including requests from shareholders who may own a significant percentage of the Underlying Funds shares), which may be triggered by market turmoil or an increase in interest rates, as well as other adverse market and economic developments, could cause the Underlying Fund to sell its holdings at a loss or at undesirable prices and adversely affect the Underlying Funds share price and increase the Underlying Funds liquidity risk, Underlying Fund expenses and/or taxable distributions, if applicable. Similarly, the prices of the Underlying Funds holdings could be adversely affected if an investment account managed similarly to that of the Underlying Fund were to experience significant redemptions and those accounts were required to sell its holdings at an inopportune time. The liquidity of an issuers securities may decrease
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as result of a decline in an issuers credit rating, the occurrence of an event that causes counterparties to avoid transacting with the issuer, or an increase in the issuers cash outflows, as well as other adverse market and economic developments. A lack of liquidity or other adverse credit market conditions may hamper the Underlying Funds ability to sell the debt securities in which it invests or to find and purchase suitable debt instruments.
Economic and other market developments can adversely affect fixed-income securities markets in the United States, Europe and elsewhere. At times, participants in debt securities markets may develop concerns about the ability of certain issuers of debt securities to make timely principal and interest payments, or they may develop concerns about the ability of financial institutions that make markets in certain debt securities to facilitate an orderly market. Those concerns may impact the market price or value of those debt securities and may cause increased volatility in those debt securities or debt securities markets, reducing the willingness of some lenders to extend credit, and making it more difficult for borrowers to obtain financing on attractive terms (or at all). Under some circumstances, as was the case during the latter half of 2008 and early 2009, those concerns could cause reduced liquidity in certain debt securities markets.
Following the financial crisis, the Federal Reserve sought to stabilize the economy by keeping the federal funds rate near zero percent. The Federal Reserve purchased large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, pursuant to its monetary stimulus program known as quantitative easing. As the Federal Reserve has completed the tapering of its securities purchases pursuant to quantitative easing, it has recently raised interest rates on multiple occasions, and continues to consider future raises to the federal funds rate, there is a risk that interest rates may rise and cause fixed-income investors to move out of fixed-income securities, which may also increase redemptions in fixed-income mutual funds.
In addition, although the fixed-income securities markets have grown significantly in the last few decades, regulations and business practices have led some financial intermediaries to curtail their capacity to engage in trading (i.e., market making) activities for certain debt securities. As a result, dealer inventories of fixed-income securities, which provide an indication of the ability of financial intermediaries to make markets in fixed-income securities, are near historic lows relative to market size. Because market makers help stabilize the market through their financial intermediary services, further reductions in dealer inventories could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets.
Risks of Below-Investment-Grade Securities. Below-investment-grade securities (also referred to as junk bonds) generally have higher yields than investment-grade securities but also have higher risk profiles. Below-investment-grade securities are considered to be speculative and entail greater risk with respect to the ability of the issuer to timely repay principal and pay interest or dividends in accordance with the terms of the obligation and may have more credit risk than investment-grade securities, especially during times of weakening economic conditions or rising interest rates. These additional risks mean that the Fund may not receive the anticipated level of income from these securities, and the Funds net asset value may be affected by declines in the value of below-investment-grade securities. The major risks of below-investment-grade securities include:
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Prices of below-investment-grade securities may be subject to extreme price fluctuations, even under normal market conditions. Adverse changes in an issuers industry and general economic conditions may have a greater impact on the prices of below-investment-grade securities than on the prices of investment-grade securities. |
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Below-investment-grade securities may be issued by less creditworthy issuers and may be more likely to default than investment-grade securities. Issuers of below-investment-grade securities may have more outstanding debt relative to their assets than issuers of investment-grade securities. Issuers of below-investment-grade securities may be unable to meet their interest or principal payment |
obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing. |
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In the event of an issuers bankruptcy, claims of other creditors may have priority over the claims of the holders of below-investment-grade securities. |
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Below-investment-grade securities may be less liquid than investment-grade securities, even under normal market conditions. There are fewer dealers in the below-investment-grade securities market and there may be significant differences in the prices quoted by the dealers. Because they are less liquid, judgment may play a greater role in valuing certain of the Funds securities than is the case with securities trading in a more liquid market. |
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Below-investment-grade securities typically contain redemption provisions that permit the issuer of the securities containing such provisions to redeem the securities at its discretion. If the issuer redeems below-investment-grade securities, the Fund may have to invest the proceeds in securities with lower yields and may lose income. |
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Below-investment-grade securities markets may be more susceptible to real or perceived adverse credit, economic, or market conditions than investment-grade securities. |
Credit Quality. An Underlying Fund may invest in securities that are rated or unrated. Investment-grade securities are those rated within the four highest rating categories by nationally recognized statistical rating organizations such as Moodys Investors Service (Moodys) or S&P Global Ratings (S&P) (or, in the case of unrated securities, determined by the investment adviser to be comparable to securities rated investment-grade). Below-investment-grade securities are those that are rated below those categories, which are also referred to as junk bonds. While securities within the fourth highest category by S&P (meaning BBB+, BBB or BBB-) or by Moodys (meaning Baa1, Baa2 or Baa3) are considered investment-grade, they have some speculative characteristics. If two or more nationally recognized statistical rating organizations have assigned different ratings to a security, the investment adviser uses the highest rating assigned.
Credit ratings evaluate the expectation that scheduled interest and principal payments will be made in a timely manner. They do not reflect any judgment of market risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer. Rating organizations might not change their credit rating of an issuer in a timely manner to reflect events that could affect the issuers ability to make timely payments on its obligations. In selecting securities for its portfolio and evaluating their income potential and credit risk, an Underlying Fund does not rely solely on ratings by rating organizations but evaluates business, economic and other factors affecting issuers as well. Many factors affect an issuers ability to make timely payments, and the credit risk of a particular security may change over time. The investment adviser also may use its own research and analysis to assess those risks. If a bond is insured, it will usually be rated by the rating organizations based on the financial strength of the insurer. The rating categories are described in an Appendix to the SAI.
Unrated Securities. Because an Underlying Fund may purchase securities that are not rated by any nationally recognized statistical rating organization, the investment adviser may internally assign ratings to those securities, after assessing their credit quality and other factors, in categories similar to those of nationally recognized statistical rating organizations. There can be no assurance, nor is it intended, that the investment advisers credit analysis process is consistent or comparable with the credit analysis process used by a nationally recognized statistical rating organization. Unrated securities are considered investment-grade or below-investment-grade if judged by the investment adviser to be comparable to rated investment-grade or below-investment-grade securities. The investment advisers rating does not constitute a guarantee of the credit quality. In addition, some unrated securities may not have an active trading market or may trade less actively than rated securities, which means that the Underlying Fund might have difficulty selling them promptly at an acceptable price.
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In evaluating the credit quality of a particular security, whether rated or unrated, the investment adviser will normally take into consideration a number of factors such as, if applicable, the financial resources of the issuer, the underlying source of funds for debt service on a security, the issuers sensitivity to economic conditions and trends, any operating history of the facility financed by the obligation, the degree of community support for the financed facility, the capabilities of the issuers management, and regulatory factors affecting the issuer or the particular facility.
A reduction in the rating of a security after the Underlying Fund buys it will not require the Underlying Fund to dispose of the security. However, the investment adviser will evaluate such downgraded securities to determine whether to keep them in the Underlying Funds portfolio.
Diversification and Concentration. The Fund is a diversified fund. It attempts to reduce its exposure to the risks of individual securities by diversifying its investments across a broad number of different issuers. The Fund will not concentrate its investments in issuers in any one industry. At times, however, the Fund may emphasize investments in some industries or sectors more than others. The prices of securities of issuers in a particular industry or sector may go up and down in response to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry or sector more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, its share values may fluctuate in response to events affecting that industry or sector. The Securities and Exchange Commission staff has taken the position that investment of more than 25% of a funds total assets in issuers in the same industry constitutes concentration in that industry. That limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and instrumentalities. For purposes of compliance with its concentration policy, the Fund will consider portfolio investments held by underlying investment companies in which the Fund invests, to the extent that the Fund has sufficient information about such portfolio investments. The Fund will make reasonable efforts to obtain such information.
Non-Diversification. While the Fund is a diversified fund under the Investment Company Act of 1940, the Fund may invest in Underlying Funds that are non-diversified funds. A non-diversified fund can invest a greater portion of its assets in the securities of a single issuer than a diversified fund. To the extent that a non-diversified fund invests a relatively high percentage of its assets in the securities of a single issuer or a small group of issuers, that fund is subject to additional risk of loss if those securities lose market value.
Foreign Debt Securities. Some of the Underlying Funds may also buy debt securities issued by foreign companies and foreign governments or their agencies, as well as supra-national entities, such as the World Bank. They can include bonds, debentures, and notes, including derivative investments called structured notes. Foreign debt investment can be denominated in U.S. dollars or in foreign currencies. Debt securities issued by a foreign government may not be supported by the full faith and credit of that government.
Investing in Special Situations. Some of the Underlying Funds might periodically seek to benefit from what they perceive to be a special situation, such as a merger, reorganization, restructuring or other unusual event that is expected to affect a particular issuer. However, there is a risk that the anticipated change or event might not occur, which could have a negative impact on the price of the issuers securities. An Underlying Funds investment might not produce the expected gains or could incur a loss for the portfolio.
Cyclical Opportunities. Some Underlying Funds might seek to take advantage of changes in the business cycle by investing in companies that are sensitive to those changes. An Underlying Fund might also seek to gain from cyclical events that might affect particular issuers or industries. There is a risk that if a cyclical event does not have the anticipated effect, the value of the Underlying Funds investment could fall.
Structured Notes. Structured notes are specially-designed derivative debt instruments. The terms of the instrument may be determined or structured by the purchaser and the issuer of the note. Payments of principal or interest on these notes may be linked to the value of an index (such as a currency or securities index), one or more securities, a commodity or the financial performance of one or more obligors. The value of these notes will normally rise or fall in response to the changes in the performance of the underlying security, index, commodity or obligor.
Risks of Structured Notes. Structured notes are subject to interest rate risk. They are also subject to credit risk with respect both to the issuer and, if applicable, to the underlying security or obligor. If the underlying investment or index does not perform as anticipated, the structured note might pay less interest than the stated coupon payment or repay less principal upon maturity. The price of structured notes may be very volatile and they may have a limited trading market, making it difficult to value them or sell them at an acceptable price. In some cases, the Fund may enter into agreements with an issuer of structured notes to purchase a minimum amount of those notes over time.
Some Underlying Funds may invest in structured notes that pay an amount based on a multiple of the relative change in value of the asset or reference. This type of note increases the potential for income but at a greater risk of loss than a typical debt security of the same maturity and credit quality.
When-Issued and Delayed-Delivery Transactions. Some of the Underlying Funds may purchase securities on a when-issued basis and may purchase or sell such securities on a delayed-delivery basis. When-issued and delayed-delivery securities are purchased at a price that is fixed at the time of the transaction, with payment and delivery of the security made at a later date. During the period between purchase and settlement, the Underlying Fund makes no payment to the issuer and no interest accrues to the Underlying Fund from the investment. The securities are subject to changes in value from market fluctuations during the period until settlement and the value of the security on the delivery date may be more or less than the Underlying Fund paid. An Underlying Fund may lose money if the value of the security declines below the purchase price.
Domestic Securities. Under normal market conditions, most of the Underlying Funds do not expect to invest a significant amount of their assets in securities of U.S. issuers. However, they can hold common and preferred stocks of U.S. companies and can invest in U.S. corporate and government debt securities for defensive and liquidity purposes.
Domestic Fixed-Income Securities. The Fund may invest in Underlying Funds that may invest significantly in debt securities issued by U.S. companies, the U.S. government or U.S. government agencies. Such Underlying Funds investments in U.S. government securities may include U.S. Treasury securities and securities issued or guaranteed by agencies or instrumentalities of the U.S. government, including mortgage-related securities. The U.S. corporate debt securities such Underlying Fund may buy include U.S. commercial paper and asset-backed securities. Commercial paper is short-term corporate debt and asset-backed securities are interests in pools of consumer loans and other trade receivables. Mortgage-related and asset-backed securities are subject to additional risks that can affect the income stream from those securities as well as their values.
Zero-Coupon and Stripped Securities. Some of the debt securities that certain of the Underlying Funds may invest in are zero-coupon or stripped securities. They may be issued by the U.S. government or private issuers. Zero-coupon securities pay no interest prior to their maturity date or another specified date in the future but are issued at a discount from their face value. Stripped securities are the separate income or principal components of a debt security. One component might receive all the interest and the other all the principal payments. The securities that are entitled to only the principal payments may be sold at a substantial discount from the market value of the initial security.
Zero-coupon and stripped securities are particularly sensitive to changes in interest rates and may be subject to greater price fluctuations as a result
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of interest rate changes than interest bearing securities. Certain of the Underlying Funds may be required to pay a dividend of the imputed income on zero-coupon or principal-only security at a time when it has not actually received the income. The values of interest-only and principal-only mortgage-related securities are also very sensitive to changes in prepayments of the underlying obligations. When prepayments tend to fall, the timing of the cash flows to principal-only securities increases, making them more sensitive to interest rates. The market for zero-coupon and stripped securities may be limited, making it difficult for the Underlying Fund to value them or dispose of its holdings at an acceptable price.
Derivative Investments. The Underlying Funds can invest in a number of different types of derivative instruments. A derivative is an instrument whose value depends on (or is derived from) the value of an underlying security, asset, interest rate, index or currency. Derivatives may allow an Underlying Fund to increase or decrease its exposure to certain markets or risks.
Some Underlying Funds may use derivatives to seek income or capital gain or to hedge against the risks of other investments. Options, futures, forward contracts and swaps are some of the types of derivatives the Underlying Funds can use. The Underlying Funds may also use other types of derivatives that are consistent with their investment strategies or for hedging purposes. The Underlying Funds are not required to use derivatives in seeking their investment objectives or for hedging and might not do so.
Put and Call Options. Put and call options may be bought or sold on futures contracts (including commodity futures contracts), commodity indices, financial indices, securities indices, currencies, financial futures, swaps and securities. A call option gives the buyer the right, but not the obligation, to purchase an underlying asset at a specified (strike) price. A put option gives the buyer the right, but not the obligation, to sell an underlying asset at a specified price. Options may be traded on a securities or futures exchange or over-the-counter. Options on commodity futures contracts are traded on the same exchange on which the underlying futures contract is listed.
Risks of Options. If an Underlying Fund sells a put option, there is a risk that it may be required to buy the underlying investment at a disadvantageous price and if an Underlying Fund sells a call option, there is a risk that it may be required to sell the underlying investment at a disadvantageous price. If an Underlying Fund sells a call option on an investment that it owns (referred to as a covered call) and the investment has increased in value when the call option is exercised, the Underlying Fund will be required to sell the investment at the call price and will not be able to realize any of the investments value above the call price. Options may involve economic leverage, which could result in greater price volatility than other investments.
Futures Contracts. Certain Underlying Funds can buy and sell futures contracts, including financial futures contracts and commodities futures contacts. Futures contracts are agreements in which one party agrees to buy an asset from the other party at a later date at a price and quantity agreed-upon when the contract is made. Futures contracts are traded on futures exchanges, which offer a central marketplace in which to originate futures contracts and clear trades in a secondary market. Futures exchanges also provide standardization of expiration dates and contract sizes. Buyers of futures contracts do not own the underlying asset or commodity unless they decide to accept delivery at the expiration of the contract. Delivery of the underlying commodity to satisfy a commodity futures contract rarely occurs and buyers typically close-out their positions before expiration. Financial futures contracts are standardized commitments to either purchase or sell designated financial instruments at a future date for a specified price, and may be settled in cash or through delivery of the underlying instrument. The Underlying Funds investments in futures contracts may involve substantial risks.
Risks of Futures Contracts. The volatility of futures contracts prices has been historically greater than the volatility of stocks and bonds. The liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent
participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. An Underlying Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.
Forward Contracts. Forward contracts are foreign currency exchange contracts that are used to buy or sell foreign currency for future delivery at a fixed price. Although each Underlying Fund values its assets daily in terms of U.S. dollars, the Underlying Funds do not intend to convert their holdings of foreign currencies into U.S. dollars on a daily basis. An Underlying Fund may use forward contracts to try to protect against declines in the U.S. dollar value of foreign securities that it owns and against increases in the dollar cost of foreign securities it anticipates buying. Although forward contracts may reduce the risk of loss from a decline in the value of the hedged currency, at the same time they limit any potential gain if the value of the hedged currency increases. Forward contracts are traded in the inter-bank market conducted directly among currency traders (usually large commercial banks) and their customers.
Forward Contract Risks. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. The precise matching of the amounts under forward contracts and the value of the securities involved generally will not be possible because the future value of securities denominated in foreign currencies will change as a consequence of market movements between the date the forward contract is entered into and the date it is sold. Investments in forward contracts involve the risk that anticipated currency movements will not be accurately predicted, causing an Underlying Fund to sustain losses on these contracts and to pay additional transaction costs.
Credit Default Swaps. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuers failure to make timely payments of interest or principal, bankruptcy or restructuring. A swap may be embedded within a structured note or other derivative instrument. The Underlying Funds intend to enter into transactions with counterparties that are believed to be creditworthy at the time of the transaction.
Risks of Credit Default Swaps. Credit default swaps are subject to credit risk on the underlying investment and to counterparty credit risk. If the counterparty fails to meet its obligations the Underlying Fund may lose money. Credit default swaps are also subject to the risk that an Underlying Fund will not properly assess the cost of the underlying investment. If an Underlying Fund is selling credit protection, there is a risk that a credit event could occur and that the Underlying Fund would have to pay par value on defaulted bonds. If an Underlying Fund was buying credit protection, there is a risk that no credit event would occur and the Underlying Fund would receive no benefit for the premium paid.
Total Return Swaps. In a total return swap transaction, one party agrees to pay the other party an amount equal to the total return on a defined underlying asset or a non-asset reference during a specified period of time. The underlying asset might be a security or basket of securities or a non-asset reference such as a securities index. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference.
Risks of Total Return Swaps. Total return swaps could result in losses if the underlying asset or reference does not perform as anticipated. Total return swaps can have the potential for unlimited losses. They are also subject to counterparty risk. If the counterparty fails to meet its obligations, an Underlying Fund may lose money.
Interest Rate Swaps. In an interest rate swap, the Underlying Fund and another party exchange the right to receive interest payments. For example, they might swap the right to receive floating rate payments based on a reference interest rate for the right to receive fixed rate payments. An interest rate swap may be embedded within a structured note or other derivative instrument.
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Risks of Interest Rate Swaps. Interest rate swaps are subject to interest rate risk and credit risk. An interest rate swap transaction could result in losses if the underlying asset or reference does not perform as anticipated. Interest rate swaps are also subject to counterparty risk. If the counterparty fails to meet its obligations, the Underlying Fund may lose money.
Risks of Swap Transactions. Under U.S. financial reform legislation enacted in 2010, certain types of swaps are required to be executed on a regulated market and cleared through a central clearing house counterparty, which may entail further risks and costs for an Underlying Fund. Swap agreements are privately negotiated in the over-the-counter market and may be entered into as a bilateral contract or may be centrally cleared. In a centrally cleared swap, immediately following execution of the swap agreement, the swap agreement is submitted for clearing to a central clearing house counterparty, and the Underlying Fund faces the central clearing house counterparty by means of an account with a futures commission merchant that is a member of the clearing house.
Hedging. All of the Underlying Funds may use derivatives for hedging purposes. Hedging transactions are intended to reduce the risk of security price declines, interest rate changes, currency rate changes or other risks in the Underlying Funds portfolio. At times, however, a hedging instruments value might not be correlated with the investment it is intended to hedge, and the hedge might be unsuccessful. If an Underlying Fund uses a hedging instrument at the wrong time or judges market conditions incorrectly, the strategy could reduce its return or create a loss.
Risks of Derivative Investments. Derivatives may be volatile and may involve significant risks. The underlying security, obligor or other instrument on which a derivative is based, or the derivative itself, may not perform as expected. For some derivatives, it is possible to lose more than the amount invested in the derivative investment. In addition, some derivatives have the potential for unlimited loss, regardless of the size of the Funds initial investment. Certain derivative investments held by the Fund may be illiquid, making it difficult to close out an unfavorable position. Derivative transactions may require the payment of premiums and may increase portfolio turnover. Derivatives are subject to credit risk, since the Fund may lose money on a derivative investment if the issuer or counterparty fails to pay the amount due. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds 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. As a result of these risks, the Fund could realize little or no income or lose money from the investment, or the use of a derivative for hedging might be unsuccessful.
In addition, pursuant to rules implemented under financial reform legislation, certain over-the-counter derivatives, including certain interest rate swaps and certain credit default swaps, are required to be executed on a regulated market and/or cleared through a clearinghouse. Entering into a derivative transaction that is cleared may entail further risks and costs, including the counterparty risk of the clearinghouse and the futures commission merchant through which the Fund accesses the clearinghouse.
Risks of Leverage. Certain derivatives and other investments of certain Underlying Funds involve a degree of leverage. Generally, leverage may occur when, in return for the potential to realize higher gain, an investment exposes the investor to a risk of loss that exceeds the amount invested. An Underlying Funds use of an economically leveraged derivative may provide the potential for investment gain or loss that may be several times greater than the change in value of the underlying security, asset, interest rate, index or currency upon which such derivative is based, which may result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. If an Underlying Fund uses derivatives for leverage, its share price will tend to be more volatile, resulting in larger gains or losses in response to the fluctuating prices of its investments.
An Underlying Fund is subject to legal requirements, applicable to all
mutual funds, that are designed to reduce the effects of any leverage created by the use of derivative instruments. Under these requirements, an Underlying Fund must identify liquid assets (sometimes referred to as asset segregation) or engage in other measures, with regard to its derivative instruments.
Illiquid and Restricted Investments. Investments that do not have an active trading market, or that have legal or contractual limitations on their resale may be considered to be illiquid investments. Illiquid investments may be difficult to value or to sell promptly at an acceptable price or may require registration under applicable securities laws before they can be sold publicly. Securities that have limitations on their resale are referred to as restricted securities. Certain restricted investments that are eligible for resale to qualified institutional purchasers may not be regarded as illiquid.
The Fund will comply with Rule 22e-4 in managing its illiquid investments. The Funds holdings of illiquid investments are monitored on an ongoing basis to determine whether to sell any of those investments to maintain adequate liquidity.
More Information About the Underlying Funds
Invesco Oppenheimer Developing Markets FundThis Underlying Fund seeks capital appreciation. The Underlying Fund mainly invests in common stocks of issuers in developing and emerging markets throughout the world and at times it may invest up to 100% of its total assets in foreign securities. Under normal market conditions, the Underlying Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of issuers whose principal activities are in a developing market, i.e. are in a developing market or are economically tied to a developing market country, and in derivatives and other instruments that have economic characteristics similar to such securities. The Underlying Fund will invest in at least three developing markets. The Underlying Fund focuses on companies with above-average earnings growth.
In general, countries may be considered developing or emerging markets if they are included in any one of the Morgan Stanley Capital International (MSCI) emerging markets indices, classified as a developing or emerging market, or classified under a similar or corresponding classification, by organizations such as the World Bank and the International Monetary Fund, or have economies, industries and stock markets with similar characteristics. For purposes of the Underlying Funds investments, a determination that an issuer is economically tied to a developing market country is based on factors including, but not limited to, geographic location of its primary trading markets, location of its assets, its domicile or its principal offices, or whether it receives revenues from a developing market. Such a determination can also be based, in whole or in part, on inclusion of an issuer or its securities in an Index representative of developing or emerging markets.
The Underlying Fund may invest directly in certain eligible China A Shares through Stock Connect (a securities trading and clearing program designed to achieve mutual stock market access between the Peoples Republic of China (PRC) and Hong Kong), or, for operational efficiency and regulatory considerations, through an investment in a private investment vehicle organized under Delaware law (the Private Fund). The Private Fund may invest in companies established or operating in, or with significant exposure to, the PRC or other developing markets countries. The Private Funds managing member, OppenheimerFunds, Inc., has full and exclusive discretionary authority to manage the day-to-day operations of the Private Fund and to invest its assets. The Underlying Funds investment in the Private Fund may vary based on the portfolio managers use of different types of investments that provide exposure to Chinese securities (through Stock Connect). Since the Underlying Fund may invest a portion of its assets in the Private Fund, the Underlying Fund may be considered to be investing indirectly in such securities through the Private Fund.
Invesco Oppenheimer International Growth FundThis Underlying Fund seeks capital appreciation. The Underlying Fund mainly invests in the common stock of growth companies that are domiciled or have their primary operations outside of the United States. It may invest 100% of its
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assets in securities of foreign companies. The Underlying Fund may invest in emerging markets as well as in developed markets throughout the world. From time to time it may place greater emphasis on investing in one or more particular regions such as Asia, Europe or Latin America. Under normal market conditions the Underlying Fund will:
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invest at least 65% of its total assets in common and preferred stocks of issuers in at least three different countries outside of the United States, and |
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emphasize investments in common stocks of issuers that the portfolio managers consider to be growth companies. |
The Underlying Fund does not limit its investments to issuers within a specific market capitalization range and at times may invest a substantial portion of its assets in one or more particular capitalization ranges. The Underlying Fund can also buy securities convertible into common stock and other securities having equity features.
Invesco Oppenheimer International Small-Mid Company Fund This Underlying Fund seeks capital appreciation. The Underlying Fund invests mainly in common stock of small- and mid-cap companies that are domiciled, or have their primary operations, outside the United States.
Under normal market conditions, the Underlying Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of small- and mid-cap companies, and in derivatives and other instruments that have economic characteristics similar to such securities. The Underlying Fund considers small- and mid-cap companies to be those having a market capitalization in the range of the MSCI All Country World (ACWI) ex U.S. SMID Index. The capitalization range of the index is subject to change at any time due to market activity or changes in its composition. The range of the index generally widens over time and is reconstituted periodically to preserve its market cap characteristics.
The Underlying Fund measures a companys capitalization at the time the Underlying Fund buys a security and is not required to sell a security if the companys capitalization moves outside of the Underlying Funds capitalization definition. The Underlying Fund will invest at least 65% of its total assets in foreign securities.
Invesco Oppenheimer International Equity FundThis Underlying Fund seeks capital appreciation. The Underlying Fund invests mainly in common and preferred stocks of companies that the portfolio manager believes are undervalued and that are either domiciled or have their primary operations outside the United States. Under normal market conditions, the Underlying Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities, and in derivatives and other instruments that have economic characteristics similar to such securities. The Underlying Fund will invest in common and preferred stocks of issuers in at least five different countries outside the United States and may invest 100% of its assets in foreign companies.
The Underlying Fund can invest in any country, including countries with developed or emerging markets. From time to time, it may place greater emphasis on investing in one or more particular regions such as Asia, Europe or Latin America. The Underlying Fund may invest up to 10% of its total assets in the securities of U.S. issuers.
The Underlying Fund does not limit its investments to issuers within a specific market capitalization range and at times may invest a substantial portion of its assets in one or more particular capitalization ranges. The Underlying Fund may invest up to 10% of its net assets in fixed-income or convertible securities.
Invesco Oppenheimer Main Street Small Cap Fund
Objective(s), Principal Investment Strategies and Risks
The Funds investment objective is to seek capital appreciation. The Funds investment objective may be changed by the Board of Trustees (the Board) without shareholder approval.
The following strategies and types of investments are the ones that the Fund considers to be the most important in seeking to achieve its investment objective and the following risks are those the Fund expects its portfolio to be subject to as a whole.
Common Stock. Common stock represents an ownership interest in a company. It ranks below preferred stock and debt securities in claims for dividends and in claims for assets of the issuer in a liquidation or bankruptcy. Common stocks may be exchange-traded or over-the-counter securities. Over-the-counter securities may be less liquid than exchange-traded securities.
The value of the Funds portfolio may be affected by changes in the stock markets. Stocks and other equity securities fluctuate in price in response to changes to equity markets in general. Stock markets may experience significant short-term volatility and may fall sharply at times. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. Different stock markets may behave differently from each other and U.S. stock markets may move in the opposite direction from one or more foreign stock markets.
The prices of individual stocks generally do not all move in the same direction at the same time. A variety of factors can negatively affect the price of a particular companys stock. These factors may include, but are not limited to: poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the companys sector or industry, or changes in government regulations affecting the company or its industry. To the extent that securities of a particular type are emphasized, (for example foreign stocks, stocks of small- or mid-sized companies, growth or value stocks, or stocks of companies in a particular industry), their share values may fluctuate more in response to events affecting the market for those types of securities.
Small-Cap Companies. Small-cap companies may be either established or newer companies, including unseasoned companies that have typically been in operation for less than three years. While smaller companies might offer greater opportunities for gain than larger companies, they also involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements. Smaller companies securities often trade in lower volumes and in many instances, are traded over-the-counter or on a regional securities exchange, where the frequency and volume of trading is substantially less than is typical for securities of larger companies traded on national securities exchanges. Therefore, the securities of smaller companies may be subject to wider price fluctuations and it might be harder for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. Smaller companies may not have established markets for their products or services and may have fewer customers and product lines. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since smaller companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer companies. Smaller companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. Securities of small, unseasoned companies may be particularly volatile, especially in the short-term, and may have very limited liquidity in a declining market. It may take a substantial period of time to realize a gain on an investment in a small-cap company, if any gain is realized at all.
The Fund measures the market capitalization of an issuer at the time of investment. Because the relative sizes of companies change over time as the securities market changes, the Funds definition of what is a small-cap, mid-cap or large-cap company may change over time as well. After the Fund buys the security of an individual company, that company may expand or contract and no longer fall within the designated
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capitalization range. Although the Fund is not required to sell the securities of companies whose market capitalizations have grown or decreased beyond the Funds capitalization-range definition, it might sell some of those holdings to try to adjust the dollar-weighted median capitalization of its portfolio. That might cause the Fund to realize capital gains on an investment and could increase taxable distributions to shareholders.
When the Fund invests in smaller company securities that might trade infrequently, investors might seek to trade Fund shares based on their knowledge or understanding of the value of those securities (this is sometimes referred to as price arbitrage). If such price arbitrage were successful, it might interfere with the efficient management of the Funds portfolio and the Fund may be required to sell securities at disadvantageous times or prices to satisfy the liquidity requirements created by that activity. Successful price arbitrage might also dilute the value of fund shares held by other shareholders.
Quantitative Models. Quantitative models are based upon many factors that measure individual securities relative to each other. Quantitative models may be highly reliant on the gathering, cleaning, culling and analysis of large amounts of data from third parties and other external sources. Any errors or imperfections in the factors, or the data on which measurements of those factors are based, could adversely affect the use of the quantitative models. The factors used in models may not identify securities that perform well in the future, and the securities selected may perform differently from the market as a whole or from their expected performance.
Additional Investment Information. In anticipation of or in response to market, economic, political, or other conditions, the Funds portfolio managers may temporarily use a different investment strategy for defensive purposes. If the Funds portfolio managers do so, different factors could affect the Funds performance and the Fund may not achieve its investment objective.
The Funds investments in the types of securities and other investments described in this prospectus vary from time to time, and, at any time, the Fund may not be invested in all of the types of securities and other investments described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus.
For more information, see Description of the Funds and Their Investments and Risks in the Funds SAI.
Other Investment Strategies and Risks
The Fund can also use the investment techniques and strategies described below. The Fund might not use all of these techniques or strategies or might only use them from time to time.
Diversification and Concentration. The Fund is a diversified fund. It attempts to reduce its exposure to the risks of individual securities by diversifying its investments across a broad number of different issuers. The Fund will not concentrate its investments in issuers in any one industry. At times, however, the Fund may emphasize investments in some industries or sectors more than others. The prices of securities of issuers in a particular industry or sector may go up and down in response to changes in economic conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry or sector more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, its share values may fluctuate in response to events affecting that industry or sector. The Securities and Exchange Commission staff has taken the position that investment of more than 25% of a funds total assets in issuers in the same industry constitutes concentration in that industry. That limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and instrumentalities. For purposes of compliance with its concentration policy, the Fund will consider portfolio investments held by underlying investment companies in which the Fund invests, to the extent that the Fund has sufficient information about such portfolio investments. The Fund will make reasonable efforts to obtain such information.
Other Equity Securities. In addition to common stocks, the Fund can invest in other equity or equity equivalents securities such as preferred stocks, convertible securities, rights or warrants.
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Preferred stock has a set dividend rate and ranks ahead of common stocks and behind debt securities in claims for dividends and for assets of the issuer in a liquidation or bankruptcy. The dividends on preferred stock may be cumulative (they remain a liability of the company until paid) or non-cumulative. The fixed dividend rate of preferred stocks may cause their prices to behave more like those of debt securities. If prevailing interest rates rise, the fixed dividend on preferred stock may be less attractive, which may cause the price of preferred stock to decline. |
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Warrants are options to purchase equity securities at specific prices that are valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities, and can be more volatile than the price of the underlying securities. If the market price of the underlying security does not exceed the exercise price during the life of the warrant, the warrant will expire worthless and any amount paid for the warrant will be lost. The market for warrants may be very limited and it may be difficult to sell a warrant promptly at an acceptable price. Rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. |
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A convertible security can be converted into or exchanged for a set amount of common stock of an issuer within a particular period of time at a specified price or according to a price formula. Convertible debt securities pay interest and convertible preferred stocks pay dividends until they mature or are converted, exchanged or redeemed. Some convertible debt securities may be considered equity equivalents because of the feature that makes them convertible into common stock. Convertible securities may offer the Fund the ability to participate in stock market movements while also seeking some current income. Convertible securities may provide more income than common stock but they generally provide less income than comparable non-convertible debt securities. Convertible securities are subject to credit and interest rate risk, however credit ratings of convertible securities generally have less impact on the value of the securities than they do for non-convertible debt securities. |
Other Capitalization Ranges. If the investment adviser believes they offer opportunities for growth, up to 20% of the Funds net assets may be invested in securities of mid-cap and large-cap companies.
Mid-Cap Companies. Mid-cap companies are generally companies that have completed their initial start-up cycle, and in many cases have established markets and developed seasoned management teams. While mid-cap companies might offer greater opportunities for gain than larger companies, they also involve greater risk of loss. They may be more sensitive to changes in a companys earnings expectations and may experience more abrupt and erratic price movements than larger companies. Mid-cap companies securities often trade in lower volumes and in many instances, are traded over-the-counter or on a regional securities exchange, where the frequency and volume of trading is substantially less than is typical for securities of larger companies traded on national securities exchanges. Therefore, the securities of mid-cap companies may be subject to wider price fluctuations and may be less liquid than securities of larger exchange-traded issuers, meaning it might be harder for the Fund to dispose of those holdings at an acceptable price when it wants to sell them. Mid-cap companies may have less established markets for their products or services and may have fewer customers and product lines than larger companies. They may have more limited access to financial resources and may not have the financial strength to sustain them through business downturns or adverse market conditions. Since mid-cap companies typically reinvest a high proportion of their earnings in their business, they may not pay dividends for some time, particularly if they are newer
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companies. Mid-cap companies may have unseasoned management or less depth in management skill than larger, more established companies. They may be more reliant on the efforts of particular members of their management team and management changes may pose a greater risk to the success of the business. Securities of unseasoned companies may be particularly volatile, especially in the short term and in periods of market instability, and may have limited liquidity in a declining market. It may take a substantial period of time to realize a gain on an investment in a mid-cap company, if any gain is realized at all.
The Fund measures the market capitalization of an issuer at the time of investment. Because the relative sizes of companies change over time as the securities market changes, the Funds definition of what is a mid-cap company may change over time as well. After the Fund buys their securities, individual companies may grow and no longer fall within the Funds definition of a mid-cap issuer. Although the Fund is not required to sell the securities of companies whose market capitalizations have grown beyond the Funds mid-cap definition, it might sell some of those holdings to try to lower the dollar-weighted median capitalization of its portfolio. That might cause the Fund to realize capital gains on the investment and could increase taxable distributions to shareholders.
When the Fund invests in smaller company securities that might trade infrequently, investors might seek to trade Fund shares based on their knowledge or understanding of the value of those securities (this is sometimes referred to as price arbitrage). If such price arbitrage were successful, it might interfere with the efficient management of the Funds portfolio and the Fund may be required to sell securities at disadvantageous times or prices to satisfy the liquidity requirements created by that activity. Successful price arbitrage might also dilute the value of fund shares held by other shareholders.
Foreign Investing. The Fund can buy securities issued by companies or governments in any country, including in developing or emerging market countries.
Risks of Foreign Investing. Securities traded in foreign markets often involve special risks not present in U.S. investments that can increase the chances the Fund will lose money. Additional information regarding certain of the risks associated with foreign investing is provided below.
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Foreign Market Risk. If there are fewer investors in a particular foreign market, securities traded in that market may be less liquid and more volatile than U.S. securities and more difficult to price. Foreign markets may also be subject to delays in the settlement of transactions and difficulties in pricing securities. If the Fund is delayed in settling a purchase or sale transaction, it may not receive any return on the invested assets or it may lose money if the value of the security declines. It may also be more expensive for the Fund to buy or sell securities in certain foreign markets than in the United States, which may increase the Funds expense ratio. |
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Foreign Economy Risk. Foreign economies may be more vulnerable to political or economic changes than the U.S. economy. They may be more concentrated in particular industries or may rely on particular resources or trading partners to a greater extent. Certain foreign economies may be adversely affected by shortages of investment capital or by high rates of inflation. Changes in economic or monetary policy in the U.S. or abroad may also have a greater impact on the economies of certain foreign countries. |
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Foreign Governmental and Regulatory Risks. Foreign companies may not be subject to the same accounting and disclosure requirements as U.S. companies. As a result there may be less accurate information available regarding a foreign companys operations and financial condition. Foreign companies may be subject to capital controls, nationalization, or confiscatory taxes. There may be less government regulation of foreign issuers, exchanges and brokers than in the United States. Some countries also have restrictions that limit foreign ownership and may impose penalties for increases in the value of the Funds investment. The value of the Funds foreign investments |
may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
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Foreign Currency Risk. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of securities denominated in that foreign currency. If the U.S. dollar rises in value against a foreign currency, a security denominated in that currency will be worth less in U.S. dollars and if the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency will be worth more in U.S. dollars. The dollar value of foreign investments may also be affected by exchange controls. Foreign currency exchange transactions may impose additional costs on the Fund. The Fund can also invest in derivative instruments linked to foreign currencies. The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of derivatives linked to that foreign currency. The investment advisers selection of foreign currency-denominated investments may not perform as expected. Currency derivative investments may be particularly volatile and subject to greater risks than other types of foreign currency-denominated investments. |
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Foreign Custody Risk. There may be very limited regulatory oversight of certain foreign banks or securities depositories that hold foreign securities and foreign currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank or depository or their agents goes bankrupt. There may also be an increased risk of loss of portfolio securities. |
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Time Zone Arbitrage. If the Fund invests a significant amount of its assets in foreign securities, it may be exposed to time-zone arbitrage attempts by investors seeking to take advantage of differences in the values of foreign securities that might result from events that occur after the close of the foreign securities market on which a security is traded and before the close of the New York Stock Exchange that day, when the Funds net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Funds use of fair value pricing under certain circumstances, to adjust the closing market prices of foreign securities to reflect what the investment adviser and the Board believe to be their fair value, may help deter those activities. |
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Globalization Risks. The growing inter-relationship of global economies and financial markets has increased the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the U.S. economy, could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. |
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Regional Focus. At times, the Fund might increase the relative emphasis of its investments in a particular region of the world. Securities of issuers in a region might be affected by changes in economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that region more than others. If the Fund has a greater emphasis on investments in a particular region, it may be subject to greater risks from adverse events that occur in that region than a fund that invests in a different region or that is more geographically diversified. Political, social or economic disruptions in the region may adversely affect the values of the Funds holdings. |
Risks of Developing and Emerging Markets. Investments in developing and emerging market countries are subject to all the risks associated with foreign investing, however, these risks may be magnified in developing and emerging markets. Investments in securities of issuers in developing or emerging market countries may be considered speculative. Additional information regarding certain of the risks associated with investing in developing and emerging markets is provided below.
∎ |
Less Developed Securities Markets. Developing or emerging market countries may have less well-developed securities markets and |
17 Invesco Growth Series
exchanges. Consequently they have lower trading volume than the securities markets of more developed countries and may be substantially less liquid than those of more developed countries. |
∎ |
Transaction Settlement. Settlement procedures in developing or emerging markets may differ from those of more established securities markets, and settlement delays may result in the inability to invest assets or to dispose of portfolio securities in a timely manner. As a result there could be subsequent declines in the value of the portfolio security, a decrease in the level of liquidity of the portfolio or, if there is a contract to sell the security, a possible liability to the purchaser. |
∎ |
Price Volatility. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, which may lead to greater difficulties in pricing securities. |
∎ |
Less Developed Governments and Economies. The governments of developing or emerging market countries may be more unstable than the governments of more developed countries. In addition, the economies of developing or emerging market countries may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Developing or emerging market countries may be subject to social, political, or economic instability. Further, the value of the currency of a developing or emerging market country may fluctuate more than the currencies of countries with more mature markets. |
∎ |
Government Restrictions. In certain developing or emerging market countries, government approval may be required for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Other government restrictions may include confiscatory taxation, expropriation or nationalization of company assets, restrictions on foreign ownership of local companies, protectionist measures, and practices such as share blocking. |
∎ |
Privatization Programs. The governments in some developing or emerging market countries have been engaged in programs to sell all or part of their interests in government-owned or controlled enterprises. However, in certain developing or emerging market countries, the ability of foreign entities to participate in privatization programs may be limited by local law. There can be no assurance that privatization programs will be successful. |
Risks of Initial Public Offerings (IPOs). The Fund has no limit on the amount of its assets that can be invested in IPOs. By definition, securities issued in IPOs have not traded publicly until the time of their offerings. Special risks associated with IPOs may include, among others, the fact that there may be only a limited number of shares available for trading. The market for those securities may be unseasoned. The issuer may have a limited operating history. These factors may contribute to price volatility. The limited number of shares available for trading in some IPOs may also make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, some companies initially offering their shares publicly are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in new industries may be regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of them. Many IPOs are by small- or micro-cap companies that are undercapitalized.
Investments in Other Investment Companies. The Fund can also invest in the securities of other investment companies, which can include open-end funds, closed-end funds, unit investment trusts and business development companies subject to the limits of the Investment Company Act of 1940. One reason the Fund might do so is to gain exposure to segments of the markets represented by another fund, at times when the Fund might not be able to buy the particular type of securities directly. As a shareholder of an investment company, the Fund would be subject to its ratable share of that investment companys expenses, including its advisory
and administration expenses. The Fund does not intend to invest in other investment companies unless it is believed that the potential benefits of the investment justify the expenses. The Funds investments in the securities of other investment companies are subject to the limits that apply to those types of investments under the Investment Company Act of 1940.
Real Estate Investment Trusts. The Fund may invest in shares of real estate investment trusts, which are referred to as REITs. REITs pool investors funds for investment primarily in income-producing real estate or real estate related loans or interests. REITs can generally be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs are companies that primarily invest in real property and derive income mainly from the collection of rents. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs. REITs are generally not taxed on distributed income if substantially all of its taxable income (other than net capital gains) is distributed to shareholders each year. As a result, REITs tend to pay higher dividends than other types of companies.
Exchange-Traded Funds (ETFs). The Fund can invest in ETFs, which are typically open-end funds or unit investment trusts listed on a stock exchange and traded like stocks. The Fund might do so as a way of gaining exposure to securities represented by the ETFs portfolio at times when the Fund may not be able to buy those securities directly, or it might do so in order to equitize cash positions. As a shareholder of an ETF, the Fund would be subject to its ratable share of that ETFs expenses, including its advisory and administration expenses. At the same time, the Fund would bear its own management fees and expenses. Similar to a mutual fund, the value of an ETF can fluctuate based on the prices of the securities owned by the ETF. Because ETFs are listed on national stock exchanges and traded like stocks listed on an exchange, shares of ETFs potentially may trade at a discount or a premium to their net asset value. An active market for the ETF may not develop. Additionally, market trading in the ETF may be halted under certain circumstances. Furthermore, investments in ETFs are also subject to brokerage and other trading costs, which could result in greater expenses to the Fund. The Funds investments in the shares of ETFs are subject to the limits that apply to investments in investment companies under the Investment Company Act of 1940 or any exemptive relief therefrom. The Fund does not intend to invest in ETFs unless the investment adviser believes that the potential benefits of the investment justify the expenses.
Master Limited Partnerships. The Fund may invest in publicly traded limited partnerships known as master limited partnerships or MLPs. MLPs issue units that are registered with the Securities and Exchange Commission and are freely tradable on a securities exchange or in the over-the-counter market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLPs creditors would continue after the Fund sold its investment in the MLP.
Derivative Investments. The Fund may at times invest in derivative instruments. A derivative is an instrument whose value depends on (or is derived from) the value of an underlying security, asset, interest rate, index or currency. Derivatives may allow the Fund to increase or decrease its exposure to certain markets or risks for hedging purposes or to seek investment return.
Options, futures, options on futures, options on indices, and forward contracts are some of the types of derivatives that the Fund may use. The Fund may also use other types of derivatives that are consistent with its investment strategies or for hedging purposes.
18 Invesco Growth Series
Risks of Derivative Investments. Derivatives may be volatile and may involve significant risks. The underlying security, obligor or other instrument on which a derivative is based, or the derivative itself, may not perform as expected. For some derivatives, it is possible to lose more than the amount invested in the derivative investment. In addition, some derivatives have the potential for unlimited loss, regardless of the size of the Funds initial investment. Certain derivative investments held by the Fund may be illiquid, making it difficult to close out an unfavorable position. Derivative transactions may require the payment of premiums and may increase portfolio turnover. Derivatives are subject to credit risk, since the Fund may lose money on a derivative investment if the issuer or counterparty fails to pay the amount due. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds 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. As a result of these risks, the Fund could realize little or no income or lose money from the investment, or the use of a derivative for hedging might be unsuccessful.
In addition, pursuant to rules implemented under financial reform legislation, certain over-the-counter derivatives, including certain interest rate swaps and certain credit default swaps, are required to be executed on a regulated market and/or cleared through a clearinghouse, which may result in increased margin requirements and costs for the Fund. Entering into a derivative transaction that is cleared may entail further risks and costs, including the counterparty risk of the clearinghouse and the futures commission merchant through which the Fund accesses the clearinghouse.
Hedging. Hedging transactions are intended to reduce the risks of securities in the Funds portfolio. At times, however, a hedging instruments value might not be correlated with the investment it is intended to hedge, and the hedge might be unsuccessful. If the Fund uses a hedging instrument at the wrong time or judges market conditions incorrectly, the strategy could reduce its return or create a loss.
Illiquid and Restricted Investments. Investments that do not have an active trading market, or that have legal or contractual limitations on their resale, may be considered to be illiquid investments. Illiquid investments may be difficult to value or to sell promptly at an acceptable price or may require registration under applicable securities laws before they can be sold publicly. Securities that have limitations on their resale are referred to as restricted securities. Certain restricted investments that are eligible for resale to qualified institutional purchasers may not be regarded as illiquid.
The Fund will comply with Rule 22e-4 in managing its illiquid investments. The Funds holdings of illiquid securities are monitored on an ongoing basis to determine whether to sell any of those investments to maintain adequate liquidity.
Portfolio Holdings
A description of Fund policies and procedures with respect to the disclosure of Fund portfolio holdings is available in the SAI, which is available at www.invesco.com/us.
Invesco Advisers, Inc. serves as each Funds investment adviser. The Adviser manages the investment operations of the Fund as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds day-to-day management. The Adviser is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.
Sub-Advisers. Invesco has entered into one or more Sub-Advisory Agreements with certain affiliates to serve as sub-advisers to the Fund (the Sub-Advisers). Invesco may appoint the Sub-Advisers from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Fund. The Sub-Advisers and the Sub-Advisory Agreements are described in the SAI.
Potential New Sub-Advisers (Exemptive Order Structure). The SEC has also granted exemptive relief that permits the Adviser, subject to certain conditions, to enter into new sub-advisory agreements with affiliated or unaffiliated sub-advisers on behalf of the Fund without shareholder approval. The exemptive relief also permits material amendments to existing sub-advisory agreements with affiliated or unaffiliated sub-advisers (including the Sub-Advisory Agreements with the Sub-Advisers) without shareholder approval. Under this structure, the Adviser has ultimate responsibility, subject to oversight of the Board, for overseeing such sub-advisers and recommending to the Board their hiring, termination, or replacement. The structure does not permit investment advisory fees paid by the Fund to be increased without shareholder approval, or change the Advisers obligations under the investment advisory agreement, including the Advisers responsibility to monitor and oversee sub-advisory services furnished to the Fund.
Exclusion of Adviser from Commodity Pool Operator Definition
With respect to the Funds, the Adviser has claimed an exclusion from the definition of commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and the rules of the Commodity Futures Trading Commission (CFTC) and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, the Adviser 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. The Funds are permitted to invest in these instruments as further described in each Funds SAI. However, the Funds are not intended as a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Advisers reliance on these exclusions, or the Funds, their investment strategies or this prospectus.
The Adviser does not receive a management fee from the Invesco Oppenheimer International Diversified Fund.
The Adviser receives a fee from the Invesco Oppenheimer Main Street Small Cap Fund, calculated at the annual rate of 0.75% of the first $200 million, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $4.2 billion and 0.58% of the amount over $5 billion of average daily net assets. The advisory fee payable by the Invesco Oppenheimer Main Street Small Cap Fund shall be reduced by any amounts paid by the Fund under the administrative services agreement with the Adviser.
Invesco, not the Fund, pays sub-advisory fees, if any.
When issued, a discussion regarding the basis for the Boards approval of the investment advisory agreement and investment sub-advisory agreements of the Fund will be available in the Funds next annual or semi-annual report to shareholders.
The following individuals are jointly and primarily responsible for the day-to-day management of each Funds portfolio:
Invesco Oppenheimer International Diversified Fund
∎ |
George R. Evans, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its |
19 Invesco Growth Series
affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Evans managed the predecessor fund since 2005 and was associated with OppenheimerFunds, a global asset management firm, since 1993. |
Invesco Oppenheimer Main Street Small Cap Fund
∎ |
Matthew P. Ziehl (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Ziehl managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Adam Weiner (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Weiner managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Raymond Anello, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Anello managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Raman Vardharaj, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Vardharaj managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Joy Budzinski, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Ms. Budzinski managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Kristin Ketner Pak, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Ms. Ketner Pak managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
∎ |
Magnus Krantz, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. Prior to the commencement of the Funds operations, Mr. Krantz managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
All Funds
A lead manager generally has final authority over all aspects of the Funds investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which a lead manager may perform these functions, and the nature of these functions, may change from time to time.
More information on the portfolio managers may be found at www.invesco.com/us. The Web site is not part of this prospectus.
Each Funds SAI provides additional information about the portfolio managers investments in the Fund, a description of the compensation structure and information regarding other accounts managed.
The Funds expect, based on their investment objectives and strategies, that their distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
Dividends
Each Fund generally declares and pays dividends from net investment income, if any, annually.
Capital Gains Distributions
Each Fund generally distributes long-term and short-term capital gains (net of any available capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of a Funds normal investment activities and cash flows. During a time of economic volatility, a Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
The MSCI ACWI ex USA® Index is an index considered representative of developed and emerging stock markets, excluding the U.S. The index is computed using the net return, which withholds applicable taxes for non-resident investors.
The Russell 2000® Index is an unmanaged index considered representative of small-cap stocks. The Russell 2000® Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
20 Invesco Growth Series
The Funds are new and have not issued financial statements as of the date of this Prospectus. As a result, the financial highlights information presented for the Funds is the financial history of the predecessor funds, which were reorganized into each respective Fund after the close of business on May 24, 2019. The financial highlights show each predecessor funds financial history for the past five fiscal years or, if shorter, the applicable period of operations. The financial highlights table is intended to help you understand each Funds and predecessor funds financial performance. Certain information reflects financial results for a single predecessor fund share.
Class R5 shares had not commenced operations prior to the Funds most recent fiscal year end. Only Class R5 and Class R6 shares are offered in this prospectus. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the predecessor funds (assuming reinvestment of all dividends and distributions). The information for fiscal years ended prior to May 24, 2019 has been audited by KPMG LLP, an independent registered public accounting firm, whose report, along with a predecessor funds financial statements, are included in the respective predecessor funds annual report, which is available upon request.
Oppenheimer International Diversified Fund
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class A | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.47 | $ | 15.75 | $ | 14.01 | $ | 14.96 | $ | 14.73 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.13 | 0.08 | 0.10 | 0.07 | 0.10 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
(0.47 | ) | 2.71 | 1.70 | (0.89 | ) | 0.22 | ||||||||||||||||||
Total from investment operations |
(0.34 | ) | 2.79 | 1.80 | (0.82 | ) | 0.32 | ||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.13 | ) | (0.07 | ) | (0.06 | ) | (0.13 | ) | (0.09 | ) | |||||||||||||||
Net asset value, end of period |
$ | 18.00 | $ | 18.47 | $ | 15.75 | $ | 14.01 | $ | 14.96 | |||||||||||||||
Total Return, at Net Asset Value3 |
(1.73 | )% | 17.73 | % | 12.89 | % | (5.45 | )% | 2.21 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 1,226,049 | $ | 1,406,336 | $ | 1,302,414 | $ | 1,343,636 | $ | 1,527,713 | |||||||||||||||
Average net assets (in thousands) |
1,251,286 | 1,304,302 | 1,259,992 | 1,398,744 | 1,581,956 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
0.76 | % | 0.48 | % | 0.72 | % | 0.52 | % | 0.70 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.45 | % | 0.48 | % | 0.62 | % | 0.65 | % | 0.65 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.45 | % | 0.48 | % | 0.62 | % | 0.65 | % | 0.65 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.45 | % | 0.47 | % | 0.62 | %8 | 0.65 | % | 0.65 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.28 | % | ||
Year Ended April 30, 2018 |
1.31 | % | ||
Year Ended April 30, 2017 |
1.32 | % | ||
Year Ended April 29, 2016 |
1.26 | % | ||
Year Ended April 30, 2015 |
1.26 | % |
8. |
Waiver was less than 0.005%. |
21 Invesco Growth Series
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class C | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 17.92 | $ | 15.34 | $ | 13.69 | $ | 14.62 | $ | 14.41 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment loss2 |
0.00 | 3 | (0.05 | ) | (0.01 | ) | (0.03 | ) | (0.00 | )3 | |||||||||||||||
Net realized and unrealized gain (loss) |
(0.44 | ) | 2.63 | 1.66 | (0.87 | ) | 0.21 | ||||||||||||||||||
Total from investment operations |
(0.44 | ) | 2.58 | 1.65 | (0.90 | ) | 0.21 | ||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | 0.00 | 0.00 | (0.03 | ) | 0.00 | |||||||||||||||||||
Net asset value, end of period |
$ | 17.48 | $ | 17.92 | $ | 15.34 | $ | 13.69 | $ | 14.62 | |||||||||||||||
Total Return, at Net Asset Value4 |
(2.46 | )% | 16.82 | % | 12.05 | % | (6.19 | )% | 1.46 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 417,155 | $ | 480,204 | $ | 394,497 | $ | 428,917 | $ | 500,310 | |||||||||||||||
Average net assets (in thousands) |
433,264 | 442,250 | 398,087 | 454,130 | 501,925 | ||||||||||||||||||||
Ratios to average net assets:5,6 |
|||||||||||||||||||||||||
Net investment loss |
0.01 | % | (0.27 | )% | (0.04 | )% | (0.24 | )% | (0.02 | )% | |||||||||||||||
Expenses excluding specific expenses listed below |
1.20 | % | 1.23 | % | 1.37 | % | 1.40 | % | 1.40 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %7 | 0.00 | %7 | 0.00 | % | |||||||||||||||
Total expenses8 |
1.20 | % | 1.23 | % | 1.37 | % | 1.40 | % | 1.40 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.20 | % | 1.22 | % | 1.37 | %9 | 1.40 | % | 1.40 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Less than $0.005 per share. |
4. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
5. |
Annualized for periods less than one full year. |
6. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
7. |
Less than 0.005%. |
8. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
2.03 | % | ||
Year Ended April 30, 2018 |
2.06 | % | ||
Year Ended April 30, 2017 |
2.07 | % | ||
Year Ended April 29, 2016 |
2.01 | % | ||
Year Ended April 30, 2015 |
2.01 | % |
9. |
Waiver was less than 0.005%. |
22 Invesco Growth Series
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class I | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.73 | $ | 15.96 | $ | 14.20 | $ | 15.17 | $ | 14.94 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.20 | 0.16 | 0.17 | 0.14 | 0.17 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
(0.49 | ) | 2.75 | 1.71 | (0.91 | ) | 0.22 | ||||||||||||||||||
Total from investment operations |
(0.29 | ) | 2.91 | 1.88 | (0.77 | ) | 0.39 | ||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.21 | ) | (0.14 | ) | (0.12 | ) | (0.20 | ) | (0.16 | ) | |||||||||||||||
Net asset value, end of period |
$ | 18.23 | $ | 18.73 | $ | 15.96 | $ | 14.20 | $ | 15.17 | |||||||||||||||
Total Return, at Net Asset Value3 |
(1.37 | )% | 18.28 | % | 13.39 | % | (5.07 | )% | 2.68 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 734,849 | $ | 461,321 | $ | 197,537 | $ | 124,159 | $ | 90,659 | |||||||||||||||
Average net assets (in thousands) |
579,158 | 332,157 | 148,912 | 105,658 | 82,045 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
1.17 | % | 0.90 | % | 1.15 | % | 0.99 | % | 1.16 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.04 | % | 0.05 | % | 0.18 | % | 0.21 | % | 0.21 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.04 | % | 0.05 | % | 0.18 | % | 0.21 | % | 0.21 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.04 | % | 0.05 | % | 0.18 | %8 | 0.21 | % | 0.21 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
0.87 | % | ||
Year Ended April 30, 2018 |
0.88 | % | ||
Year Ended April 30, 2017 |
0.88 | % | ||
Year Ended April 29, 2016 |
0.82 | % | ||
Year Ended April 30, 2015 |
0.82 | % |
8. |
Waiver was less than 0.005%. |
23 Invesco Growth Series
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
|||||||||||||||||||||||
Class R | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.23 | $ | 15.56 | $ | 13.84 | $ | 14.78 | $ | 14.56 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.09 | 0.04 | 0.07 | 0.04 | 0.07 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
(0.46 | ) | 2.66 | 1.68 | (0.89 | ) | 0.21 | ||||||||||||||||||
Total from investment operations |
(0.37 | ) | 2.70 | 1.75 | (0.85 | ) | 0.28 | ||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.09 | ) | (0.03 | ) | (0.03 | ) | (0.09 | ) | (0.06 | ) | |||||||||||||||
Net asset value, end of period |
$ | 17.77 | $ | 18.23 | $ | 15.56 | $ | 13.84 | $ | 14.78 | |||||||||||||||
Total Return, at Net Asset Value3 |
(1.96 | )% | 17.38 | % | 12.64 | % | (5.73 | )% | 1.96 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 200,643 | $ | 215,588 | $ | 180,808 | $ | 165,915 | $ | 175,025 | |||||||||||||||
Average net assets (in thousands) |
200,562 | 205,954 | 167,052 | 162,876 | 201,690 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
0.51 | % | 0.23 | % | 0.47 | % | 0.26 | % | 0.49 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.70 | % | 0.73 | % | 0.87 | % | 0.90 | % | 0.90 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.70 | % | 0.73 | % | 0.87 | % | 0.90 | % | 0.90 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.70 | % | 0.72 | % | 0.87 | %8 | 0.90 | % | 0.90 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.53 | % | ||
Year Ended April 30, 2018 |
1.56 | % | ||
Year Ended April 30, 2017 |
1.57 | % | ||
Year Ended April 29, 2016 |
1.51 | % | ||
Year Ended April 30, 2015 |
1.51 | % |
8. |
Waiver was less than 0.005%. |
24 Invesco Growth Series
Year Ended
April 30, 2019 |
Year Ended April 30, |
Year Ended
April 29, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||||
Class Y | 2018 | 2017 | |||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 18.65 | $ | 15.91 | $ | 14.16 | $ | 15.13 | $ | 14.89 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.18 | 0.13 | 0.15 | 0.11 | 0.15 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
(0.48 | ) | 2.73 | 1.70 | (0.91 | ) | 0.22 | ||||||||||||||||||
Total from investment operations |
(0.30 | ) | 2.86 | 1.85 | (0.80 | ) | 0.37 | ||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.18 | ) | (0.12 | ) | (0.10 | ) | (0.17 | ) | (0.13 | ) | |||||||||||||||
Net asset value, end of period |
$ | 18.17 | $ | 18.65 | $ | 15.91 | $ | 14.16 | $ | 15.13 | |||||||||||||||
Total Return, at Net Asset Value3 |
(1.41 | )% | 18.00 | % | 13.16 | % | (5.27 | )% | 2.56 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 2,386,585 | $ | 1,968,444 | $ | 825,180 | $ | 542,294 | $ | 537,066 | |||||||||||||||
Average net assets (in thousands) |
2,140,618 | 1,471,860 | 637,414 | 513,532 | 520,362 | ||||||||||||||||||||
Ratios to average net assets:4,5 |
|||||||||||||||||||||||||
Net investment income |
1.05 | % | 0.73 | % | 1.00 | % | 0.77 | % | 1.00 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.20 | % | 0.23 | % | 0.37 | % | 0.40 | % | 0.40 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | % | 0.00 | % | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.20 | % | 0.23 | % | 0.37 | % | 0.40 | % | 0.40 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.16 | % | 0.22 | % | 0.37 | %8 | 0.40 | % | 0.40 | % | |||||||||||||||
Portfolio turnover rate |
7 | % | 30 | % | 16 | % | 3 | % | 7 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Includes the Funds share of the allocated expenses and/or net investment income from the master fund. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.03 | % | ||
Year Ended April 30, 2018 |
1.06 | % | ||
Year Ended April 30, 2017 |
1.07 | % | ||
Year Ended April 29, 2016 |
1.01 | % | ||
Year Ended April 30, 2015 |
1.01 | % |
8. |
Waiver was less than 0.005%. |
25 Invesco Growth Series
Oppenheimer Main Street Small Cap Fund
Year Ended April 30, |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||||
Class A | 2019 | 2018 | |||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 15.09 | $ | 14.87 | $ | 12.08 | $ | 12.76 | $ | 11.57 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income (loss)2 |
0.00 | 3 | (0.01 | ) | 0.00 | 3 | 0.05 | 0.03 | |||||||||||||||||
Net realized and unrealized gain (loss) |
0.58 | 1.08 | 2.82 | (0.69 | ) | 1.20 | |||||||||||||||||||
Total from investment operations |
0.58 | 1.07 | 2.82 | (0.64 | ) | 1.23 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | (0.04 | ) | (0.03 | ) | (0.04 | ) | (0.00 | )4 | ||||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.05 | ) | (0.85 | ) | (0.03 | ) | (0.04 | ) | (0.04 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.62 | $ | 15.09 | $ | 14.87 | $ | 12.08 | $ | 12.76 | |||||||||||||||
Total Return, at Net Asset Value4 |
4.46 | % | 7.08 | % | 23.49 | % | (5.06 | )% | 10.67 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 140,651 | $ | 112,937 | $ | 108,776 | $ | 49,494 | $ | 34,343 | |||||||||||||||
Average net assets (in thousands) |
137,458 | 116,580 | 74,701 | 43,949 | 26,518 | ||||||||||||||||||||
Ratios to average net assets:5 |
|||||||||||||||||||||||||
Net investment income (loss) |
0.01 | % | (0.06 | )% | 0.02 | % | 0.44 | % | 0.25 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
1.17 | % | 1.21 | % | 1.23 | % | 1.25 | % | 1.30 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %6 | 0.00 | %6 | 0.00 | %6 | 0.00 | %6 | 0.00 | % | |||||||||||||||
Total expenses7 |
1.17 | % | 1.21 | % | 1.23 | % | 1.25 | % | 1.30 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.17 | %8 | 1.20 | % | 1.22 | % | 1.25 | %8 | 1.25 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Less than $0.005 per share. |
4. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
5. |
Annualized for periods less than one full year. |
6. |
Less than 0.005%. |
7. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.17 | % | ||
Year Ended April 30, 2018 |
1.21 | % | ||
Year Ended April 29, 2017 |
1.23 | % | ||
Year Ended April 30, 2016 |
1.25 | % | ||
Year Ended April 30, 2015 |
1.30 | % |
8. |
Waiver was less than 0.005%. |
26 Invesco Growth Series
Year Ended April 30, |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||||
Class C | 2019 | 2018 | |||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 14.62 | $ | 14.50 | $ | 11.84 | $ | 12.57 | $ | 11.49 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment loss2 |
(0.11 | ) | (0.12 | ) | (0.10 | ) | (0.04 | ) | (0.07 | ) | |||||||||||||||
Net realized and unrealized gain (loss) |
0.55 | 1.05 | 2.76 | (0.69 | ) | 1.19 | |||||||||||||||||||
Total from investment operations |
0.44 | 0.93 | 2.66 | (0.73 | ) | 1.12 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Net asset value, end of period |
$ | 14.01 | $ | 14.62 | $ | 14.50 | $ | 11.84 | $ | 12.57 | |||||||||||||||
Total Return, at Net Asset Value3 |
3.62 | % | 6.31 | % | 22.55 | % | (5.81 | )% | 9.77 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 44,391 | $ | 38,424 | $ | 33,274 | $ | 14,441 | $ | 9,878 | |||||||||||||||
Average net assets (in thousands) |
43,688 | 36,166 | 22,374 | 12,117 | 5,461 | ||||||||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment loss |
(0.74 | )% | (0.83 | )% | (0.74 | )% | (0.34 | )% | (0.59 | )% | |||||||||||||||
Expenses excluding specific expenses listed below |
1.93 | % | 1.96 | % | 1.98 | % | 2.01 | % | 2.13 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses6,7 |
1.93 | % | 1.96 | % | 1.98 | % | 2.01 | % | 2.13 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.93 | %7 | 1.95 | % | 1.97 | % | 2.01 | %7 | 2.13 | %7 | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.93 | % | ||
Year Ended April 30, 2018 |
1.96 | % | ||
Year Ended April 29, 2017 |
1.98 | % | ||
Year Ended April 30, 2016 |
2.01 | % | ||
Year Ended April 30, 2015 |
2.13 | % |
7. |
Waiver was less than 0.005%. |
27 Invesco Growth Series
Year Ended April 30, |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||||
Class I | 2019 | 2018 | |||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 15.19 | $ | 14.95 | $ | 12.14 | $ | 12.82 | $ | 11.58 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.07 | 0.06 | 0.07 | 0.11 | 0.10 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
0.57 | 1.08 | 2.82 | (0.70 | ) | 1.20 | |||||||||||||||||||
Total from investment operations |
0.64 | 1.14 | 2.89 | (0.59 | ) | 1.30 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.06 | ) | (0.09 | ) | (0.08 | ) | (0.09 | ) | (0.02 | ) | |||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.11 | ) | (0.90 | ) | (0.08 | ) | (0.09 | ) | (0.06 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.72 | $ | 15.19 | $ | 14.95 | $ | 12.14 | $ | 12.82 | |||||||||||||||
Total Return, at Net Asset Value3 |
4.85 | % | 7.58 | % | 23.97 | % | (4.63 | )% | 11.26 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 287,799 | $ | 256,221 | $ | 353,945 | $ | 294,108 | $ | 187,997 | |||||||||||||||
Average net assets (in thousands) |
272,745 | 315,356 | 308,374 | 256,727 | 95,238 | ||||||||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment income |
0.43 | % | 0.38 | % | 0.51 | % | 0.91 | % | 0.80 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.76 | % | 0.77 | % | 0.78 | % | 0.80 | % | 0.80 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses6 |
0.76 | % | 0.77 | % | 0.78 | % | 0.80 | % | 0.80 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.76 | %7 | 0.77 | %7 | 0.78 | %7 | 0.80 | %7 | 0.79 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
0.76 | % | ||
Year Ended April 30, 2018 |
0.77 | % | ||
Year Ended April 29, 2017 |
0.78 | % | ||
Year Ended April 30, 2016 |
0.80 | % | ||
Year Ended April 30, 2015 |
0.80 | % |
7. |
Waiver was less than 0.005%. |
28 Invesco Growth Series
Year Ended April 30, |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||||
Class R | 2019 | 2018 | |||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 14.95 | $ | 14.75 | $ | 12.00 | $ | 12.68 | $ | 11.53 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income (loss)2 |
(0.04 | ) | (0.05 | ) | (0.03 | ) | 0.02 | (0.01 | ) | ||||||||||||||||
Net realized and unrealized gain (loss) |
0.57 | 1.08 | 2.79 | (0.69 | ) | 1.20 | |||||||||||||||||||
Total from investment operations |
0.53 | 1.03 | 2.76 | (0.67 | ) | 1.19 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
0.00 | (0.02 | ) | (0.01 | ) | (0.01 | ) | 0.00 | |||||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.05 | ) | (0.83 | ) | (0.01 | ) | (0.01 | ) | (0.04 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.43 | $ | 14.95 | $ | 14.75 | $ | 12.00 | $ | 12.68 | |||||||||||||||
Total Return, at Net Asset Value3 |
4.16 | % | 6.79 | % | 23.17 | % | (5.31 | )% | 10.34 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 24,188 | $ | 18,749 | $ | 10,343 | $ | 4,060 | $ | 3,027 | |||||||||||||||
Average net assets (in thousands) |
21,942 | 14,862 | 6,444 | 3,544 | 1,403 | ||||||||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment income (loss) |
(0.24 | )% | (0.35 | % | (0.25 | )% | 0.15 | % | (0.09 | )% | |||||||||||||||
Expenses excluding specific expenses listed below |
1.43 | % | 1.46 | % | 1.49 | % | 1.51 | % | 1.61 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses6 |
1.43 | % | 1.46 | % | 1.49 | % | 1.51 | % | 1.61 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
1.43 | %7 | 1.45 | % | 1.48 | % | 1.51 | %7 | 1.60 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
1.43 | % | ||
Year Ended April 30, 2018 |
1.46 | % | ||
Year Ended April 29, 2017 |
1.49 | % | ||
Year Ended April 30, 2016 |
1.51 | % | ||
Year Ended April 30, 2015 |
1.61 | % |
7. |
Waiver was less than 0.005%. |
29 Invesco Growth Series
Year Ended April 30, |
Year Ended
April 29, 2017 |
Year Ended
April 30, 20161 |
Year Ended
April 30, 2015 |
||||||||||||||||||||||
Class Y | 2019 | 2018 | |||||||||||||||||||||||
Per Share Operating Data |
|||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 15.16 | $ | 14.93 | $ | 12.13 | $ | 12.81 | $ | 11.59 | |||||||||||||||
Income (loss) from investment operations: |
|||||||||||||||||||||||||
Net investment income2 |
0.04 | 0.03 | 0.05 | 0.09 | 0.04 | ||||||||||||||||||||
Net realized and unrealized gain (loss) |
0.58 | 1.09 | 2.82 | (0.69 | ) | 1.24 | |||||||||||||||||||
Total from investment operations |
0.62 | 1.12 | 2.87 | (0.60 | ) | 1.28 | |||||||||||||||||||
Dividends and/or distributions to shareholders: |
|||||||||||||||||||||||||
Dividends from net investment income |
(0.04 | ) | (0.08 | ) | (0.07 | ) | (0.08 | ) | (0.02 | ) | |||||||||||||||
Distributions from net realized gain |
(1.05 | ) | (0.81 | ) | 0.00 | 0.00 | (0.04 | ) | |||||||||||||||||
Total dividends and/or distributions to shareholders |
(1.09 | ) | (0.89 | ) | (0.07 | ) | (0.08 | ) | (0.06 | ) | |||||||||||||||
Net asset value, end of period |
$ | 14.69 | $ | 15.16 | $ | 14.93 | $ | 12.13 | $ | 12.81 | |||||||||||||||
Total Return, at Net Asset Value3 |
4.73 | % | 7.35 | % | 23.85 | % | (4.72 | )% | 11.05 | % | |||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||
Net assets, end of period (in thousands) |
$ | 169,801 | $ | 149,641 | $ | 81,433 | $ | 59,422 | $ | 47,128 | |||||||||||||||
Average net assets (in thousands) |
184,518 | 111,030 | 69,849 | 54,043 | 6,437 | ||||||||||||||||||||
Ratios to average net assets:4 |
|||||||||||||||||||||||||
Net investment income |
0.28 | % | 0.18 | % | 0.38 | % | 0.76 | % | 0.33 | % | |||||||||||||||
Expenses excluding specific expenses listed below |
0.93 | % | 0.96 | % | 0.98 | % | 1.00 | % | 1.01 | % | |||||||||||||||
Interest and fees from borrowings |
0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | %5 | 0.00 | % | |||||||||||||||
Total expenses7 |
0.93 | % | 0.96 | % | 0.98 | % | 1.00 | % | 1.01 | % | |||||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses |
0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % | 0.88 | % | |||||||||||||||
Portfolio turnover rate |
46 | % | 52 | % | 67 | % | 53 | % | 55 | % |
1. |
Represents the last business day of the Funds reporting period. |
2. |
Per share amounts calculated based on the average shares outstanding during the period. |
3. |
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4. |
Annualized for periods less than one full year. |
5. |
Less than 0.005%. |
6. |
Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended April 30, 2019 |
0.93 | % | ||
Year Ended April 30, 2018 |
0.96 | % | ||
Year Ended April 29, 2017 |
0.98 | % | ||
Year Ended April 30, 2016 |
1.00 | % | ||
Year Ended April 30, 2015 |
1.01 | % |
30 Invesco Growth Series
■ | 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. |
Purchase Options | ||
Opening An Account | Adding To An Account | |
By Telephone and Wire | Open your account through a financial adviser or financial intermediary as described above. | Call the Funds’ transfer agent at (800) 959-4246 and wire payment for your purchase order in accordance with the wire instructions listed above. |
... |
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, which can be relied upon currently, 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 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.” |
■ | 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. |
■ | 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, which can be relied upon currently, 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. Each Subsidiary will be classified for federal income tax purposes as a controlled foreign corporation (CFC) with respect to the Fund. As such, the Fund will be required to include in its gross income each year amounts earned by the Subsidiary during that year (“Subpart F” income), whether or not such earnings are distributed by the Subsidiary to the Fund (deemed inclusions). Recently released Treasury Regulations also permit the Fund to treat such deemed inclusions of “Subpart F” income from the Subsidiary as qualifying income to the Fund, even if the Subsidiary does not make a distribution of such income. Consequently, the Fund and the Subsidiary reserve the right to rely on deemed inclusions being treated as qualifying income to the Fund consistent with recently released Treasury Regulations. If, contrary to the opinion of counsel or other guidance issued by the IRS, the IRS were to determine that income from direct investment in commodity-linked notes 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 event a capital loss carryover cannot be utilized in the carryover periods, the Fund’s federal income tax liability may be higher than expected, which will result in less cash available to distribute to shareholders. | |
■ | 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, which can be relied upon currently, 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. |
Obtaining Additional Information
More information may be obtained free of charge upon request. The SAI, a current version of which is on file with the SEC, contains more details about each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders will contain additional information about each Funds investments. Each Funds annual report also discusses the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-PORT.
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of a Funds current SAI, annual or semi-annual reports or Form N-PORT, please contact us.
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 |
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
|
||||||
Invesco Oppenheimer International Diversified Fund | ||||||
Invesco Oppenheimer Main Street Small Cap Fund® | ||||||
SEC 1940 Act file number:811-02699 | ||||||
invesco.com/us O-AGS-PRO-0430 |
GBL-SAI-SUP-1
Statement of Additional Information Supplement dated August 28, 2019
The purpose of this supplement is to provide you with changes to the current Statements of Additional Information for Class A, C, R, R5, R6, Y and Investor Class shares, as applicable, of the Funds listed below:
Invesco American Value Fund | Invesco Oppenheimer International Diversified Fund | |
Invesco Comstock Fund | Invesco Oppenheimer Main Street Small Cap Fund® | |
Invesco Dividend Income Fund | Invesco Oppenheimer Real Estate Fund | |
Invesco Energy Fund | Invesco Oppenheimer Small Cap Value Fund | |
Invesco Gold & Precious Metals Fund | Invesco Small Cap Value Fund | |
Invesco Mid Cap Growth Fund | Invesco Technology Fund | |
Invesco OFI Pictet Global Environmental Solutions Fund | Invesco Technology Sector Fund | |
Invesco Oppenheimer Dividend Opportunity Fund | Invesco Value Opportunities Fund | |
Invesco Oppenheimer Global Focus Fund |
This supplement amends the Statement of Additional Information of the above referenced funds (the Funds) and is in addition to any other supplement(s), unless otherwise specified. You should read this supplement in conjunction with the Statement of Additional Information and retain it for future reference.
Effective September 3, 2019:
The following information replaces in its entirety the first and second paragraphs appearing under the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares Initial Sales Charges in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
Each Invesco Fund (other than Invesco Conservative Income Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Short Term Municipal Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund) is grouped into one of six 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, Invesco Oppenheimer Short Term Municipal Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Invesco Oppenheimer Government Money Market Fund are sold without an initial sales charge.
The following information replaces the list of funds appearing under the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares Initial Sales Charges Category I Funds in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
Invesco All Cap Market Neutral Fund | Invesco Endeavor Fund | |
Invesco Alternative Strategies Fund | Invesco Energy Fund | |
Invesco American Franchise Fund | Invesco Equally-Weighted S&P 500 Fund | |
Invesco American Value Fund | Invesco Equity and Income Fund | |
Invesco Asia Pacific Growth Fund | Invesco European Growth Fund | |
Invesco Balanced-Risk Allocation Fund | Invesco European Small Company Fund | |
Invesco Balanced-Risk Commodity Strategy Fund | Invesco Global Core Equity Fund | |
Invesco Balanced-Risk Retirement 2020 Fund | Invesco Global Growth Fund | |
Invesco Balanced-Risk Retirement 2030 Fund | Invesco Global Infrastructure Fund | |
Invesco Balanced-Risk Retirement 2040 Fund | Invesco Global Low Volatility Equity Yield Fund | |
Invesco Balanced-Risk Retirement 2050 Fund | Invesco Global Market Neutral Fund | |
Invesco Balanced-Risk Retirement Now Fund | Invesco Global Opportunities Fund | |
Invesco Charter Fund | Invesco Global Real Estate Fund | |
Invesco Comstock Fund | Invesco Global Real Estate Income Fund | |
Invesco Convertible Securities Fund | Invesco Global Responsibility Equity Fund | |
Invesco Developing Markets Fund | Invesco Global Small & Mid Cap Growth Fund | |
Invesco Diversified Dividend Fund | Invesco Global Targeted Returns Fund | |
Invesco Dividend Income Fund | Invesco Gold & Precious Metals Fund | |
Invesco Emerging Markets Select Equity Fund | Invesco Greater China Fund |
GBL-SAI-SUP-1 | 1 |
GBL-SAI-SUP-1
Invesco Growth and Income Fund |
Invesco Oppenheimer Main Street Mid-Cap Fund |
|
Invesco Health Care Fund |
Invesco Oppenheimer Main Street Small Cap Fund |
|
Invesco International Core Equity Fund |
Invesco Oppenheimer Mid Cap Value Fund |
|
Invesco International Growth Fund |
Invesco Oppenheimer Real Estate Fund |
|
Invesco International Select Equity Fund |
Invesco Oppenheimer Rising Dividends Fund |
|
Invesco International Small Company Fund |
Invesco Oppenheimer Small Cap Value Fund |
|
Invesco Long/Short Equity Fund |
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund |
|
Invesco Low Volatility Emerging Markets Fund |
Invesco Oppenheimer SteelPath MLP Alpha Fund |
|
Invesco Low Volatility Equity Yield Fund |
Invesco Oppenheimer Steelpath MLP Alpha Plus Fund |
|
Invesco Macro Allocation Strategy Fund |
Invesco Oppenheimer SteelPath MLP Income Fund |
|
Invesco Mid Cap Core Equity Fund |
Invesco Oppenheimer SteelPath MLP Select 40 Fund |
|
Invesco Mid Cap Growth Fund |
Invesco Oppenheimer SteelPath Panoramic Fund |
|
Invesco MLP Fund |
Invesco Oppenheimer Value Fund |
|
Invesco Multi-Asset Income Fund |
Invesco Pacific Growth Fund |
|
Invesco Multi-Asset Inflation Fund |
Invesco Peak Retirement 2015 Fund |
|
Invesco OFI Pictet Global Environmental Solutions Fund |
Invesco Peak Retirement 2020 Fund |
|
Invesco Oppenheimer Capital Appreciation Fund |
Invesco Peak Retirement 2025 Fund |
|
Invesco Oppenheimer Capital Income Fund |
Invesco Peak Retirement 2030 Fund |
|
Invesco Oppenheimer Developing Markets Fund |
Invesco Peak Retirement 2035 Fund |
|
Invesco Oppenheimer Discovery Fund |
Invesco Peak Retirement 2040 Fund |
|
Invesco Oppenheimer Discovery Mid Cap Growth Fund |
Invesco Peak Retirement 2045 Fund |
|
Invesco Oppenheimer Dividend Opportunity Fund |
Invesco Peak Retirement 2050 Fund |
|
Invesco Oppenheimer Emerging Markets Innovators Fund |
Invesco Peak Retirement 2055 Fund |
|
Invesco Oppenheimer Equity Income Fund |
Invesco Peak Retirement 2060 Fund |
|
Invesco Oppenheimer Fundamental Alternatives Fund |
Invesco Peak Retirement 2065 Fund |
|
Invesco Oppenheimer Global Allocation Fund |
Invesco Peak Retirement Now Fund |
|
Invesco Oppenheimer Global Focus Fund |
Invesco Real Estate Fund |
|
Invesco Oppenheimer Global Fund |
Invesco S&P 500 Index Fund |
|
Invesco Oppenheimer Global Multi-Asset Growth Fund |
Invesco Select Companies Fund |
|
Invesco Oppenheimer Global Opportunities Fund |
Invesco Select Opportunities Fund |
|
Invesco Oppenheimer Gold & Special Minerals |
Invesco Small Cap Discovery Fund |
|
Invesco Oppenheimer International Diversified Fund |
Invesco Small Cap Equity Fund |
|
Invesco Oppenheimer International Equity Fund |
Invesco Small Cap Growth Fund |
|
Invesco Oppenheimer International Growth Fund |
Invesco Small Cap Value Fund |
|
Invesco Oppenheimer International Small-Mid Company Fund |
Invesco Summit Fund |
|
Invesco Oppenheimer Macquarie Global Infrastructure Fund |
Invesco Technology Fund |
|
Invesco Oppenheimer Main Street All Cap Fund |
Invesco Technology Sector Fund |
|
Invesco Oppenheimer Main Street Fund |
Invesco Value Opportunities Fund |
The following information replaces in its entirety the information appearing under the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares Initial Sales Charges Category IV Funds in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
Category IV Funds | ||
Invesco Floating Rate Fund |
Invesco Oppenheimer Rochester Short Duration High Yield Municipal Fund |
|
Invesco Intermediate Term Municipal Income Fund |
Invesco Short Duration Inflation Protected Fund (Class A shares) |
|
Invesco Oppenheimer Intermediate Term Municipal Fund |
Invesco Short Duration High Yield Municipal Fund |
|
Invesco Oppenheimer Limited-Term Government Fund |
Invesco Short Term Bond Fund |
|
Invesco Oppenheimer Limited-Term Bond Fund |
Invesco Strategic Real Return Fund |
|
Invesco Oppenheimer Rochester Limited Term California Municipal Fund |
Invesco Limited Term Municipal Income Fund (Class A shares) |
|
Invesco Oppenheimer Rochester Limited Term New York Municipal Fund |
||
GBL-SAI-SUP-1 | 2 |
GBL-SAI-SUP-1
Amount of Investment |
Investors Sales Charge | Dealer Concession | ||||||||||
As a Percentage of
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 | % |
The following information is added at the end of the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares Initial Sales Charges in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
Category VI Funds | ||
Invesco Conservative Allocation Fund |
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund |
|
Invesco Growth Allocation Fund |
Invesco Oppenheimer Portfolio Series: Growth Investor Fund |
|
Invesco Income Allocation Fund |
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund |
|
Invesco International Allocation Fund |
||
Invesco Moderate Allocation Fund |
||
Invesco Oppenheimer Portfolio Series: Active Allocation Fund |
||
Amount of Investment |
Investors Sales Charge | Dealer Concession | ||||||||||
As a Percentage of
Price |
As a Percentage of
the Net Amount Invested |
As a Percentage of
the Net Amount Invested |
||||||||||
Less than $50,000 |
5.50 | % | 5.82 | % | 5.00 | % | ||||||
$50,000 but less than $100,000 |
4.50 | % | 4.71 | % | 4.00 | % | ||||||
$100,000 but less than $250,000 |
3.50 | % | 3.63 | % | 3.00 | % |
The following information replaces in its entirety the information appearing under the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares Initial Sales Charges Large Purchases of Class A Shares in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
Large Purchases of Class A Shares. Investors who purchase $1,000,000 or more of Class A shares of Category I, II or V Funds do not pay an initial sales charge. Investors who purchase $250,000 or more of Class A shares of Category IV or VI Funds do not pay an initial sales charge. In addition, investors who own Class A shares of Category I, II or V 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 or VI Funds and make additional purchases that result in account balances of $250,000 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, II and V) or $250,000 or more (for Category IV or VI Funds), are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II, IV, V and VI 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.
The following information replaces in its entirety the information appearing under the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares Initial Sales Charges Payments for Purchases of Class A Shares by Investors Other than Employer Sponsored Retirement and Benefit Plans Percent of Purchases Categories I, II and IV in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
GBL-SAI-SUP-1 | 3 |
GBL-SAI-SUP-1
Percent of Purchases Categories I, II and IV
1% (0.50% for Invesco Short Duration Inflation Protected Fund and 0.75% for Invesco Limited Term Municipal Income Fund and Invesco Short Term Bond Fund) of the first $4 million plus 0.50% of the next $46 million plus 0.25% of amounts in excess of $50 million |
The following information replaces in its entirety the second paragraph appearing under the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Letters of Intent in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
Purchases of Class A shares of Invesco Conservative Income Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Short Term Municipal Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Invesco Oppenheimer Government Money Market Fund, as applicable, 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 following information replaces in its entirety the second paragraph appearing under the heading PURCHASE, REDEMPTION AND PRICING OF SHARES Purchase and Redemption of Shares Rights of Accumulation Other Requirements For Reductions in Initial Sales Charges in the Appendix entitled PURCHASE, REDEMPTION AND PRICING OF SHARES in each Funds Statement of Additional Information:
Purchases of Class A shares of Invesco Conservative Income Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Short Term Municipal Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Invesco Oppenheimer Government Money Market Fund, as applicable, 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.
GBL-SAI-SUP-1 | 4 |
|
||||
|
Statement of Additional Information | August 28, 2019 | ||
|
||||
AIM Growth Series (Invesco Growth Series) | ||||
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, together the Funds) of AIM Growth Series (Invesco Growth Series) (the Trust) listed below. Each Fund offers separate classes of shares as follows.
Fund | Class A | Class C | Class R | Class Y | Class R5 | Class R6 | ||||||||||||||||||
Invesco Oppenheimer International Diversified Fund |
OIDAX | OIDCX | OIDNX | OIDYX | INDFX | OIDIX | ||||||||||||||||||
Invesco Oppenheimer Main Street Small Cap Fund® |
OSCAX | OSCCX | OSCNX | OSCYX | MNSQX | OSSIX |
|
||||
|
Statement of Additional Information | August 28, 2019 | ||
|
||||
AIM Growth Series (Invesco Growth Series) | ||||
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed below. The Funds were organized on May 24, 2019 and were created, respectively, for the purposes of acquiring the assets and liabilities of corresponding predecessor funds (as defined below). Each predecessor funds financial statements are incorporated into this SAI by reference to such Funds most recent Annual Report to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for the Fund 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 August28, 2019, relates to the Class A, Class C, Class R and Class Y shares (collectively, the Retail Classes), and Class R5 and Class R6 shares, as applicable, of the following Prospectuses:
Fund | Retail Classes | Class R5 | Class R6 | |||||||||
Invesco Oppenheimer International Diversified Fund |
August 28, 2019 | August 28, 2019 | August 28, 2019 | |||||||||
Invesco Oppenheimer Main Street Small Cap Fund® |
August 28, 2019 | August 28, 2019 | August 28, 2019 |
The Trust has established other funds which are offered by separate prospectuses and separate SAIs.
STATEMENT OF ADDITIONAL INFORMATION
1 | ||||
1 | ||||
1 | ||||
3 | ||||
3 | ||||
3 | ||||
3 | ||||
4 | ||||
7 | ||||
11 | ||||
12 | ||||
13 | ||||
28 | ||||
32 | ||||
36 | ||||
48 | ||||
48 | ||||
48 | ||||
50 | ||||
50 | ||||
52 | ||||
52 | ||||
59 | ||||
60 | ||||
62 | ||||
62 | ||||
62 | ||||
62 | ||||
Amendment of Retirement Plan and Conversion to Defined Contribution Plan |
63 | |||
63 | ||||
64 | ||||
64 | ||||
64 | ||||
65 | ||||
65 | ||||
66 | ||||
67 | ||||
67 | ||||
68 | ||||
69 | ||||
69 | ||||
69 | ||||
70 | ||||
70 | ||||
73 | ||||
73 | ||||
73 | ||||
73 | ||||
73 | ||||
73 | ||||
74 |
i
74 | ||||
74 | ||||
88 | ||||
88 | ||||
88 | ||||
90 | ||||
APPENDICES: | ||||
A-1 | ||||
PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS |
B-1 | |||
C-1 | ||||
D-1 | ||||
PROXY VOTING POLICIES AND PROCEDURES |
E-1 | |||
F-1 | ||||
G-1 | ||||
H-1 | ||||
I-1 | ||||
J-1 | ||||
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASE OF SECURITIES OF REGULAR BROKERS OR DEALERS |
K-1 | |||
PURCHASE, REDEMPTION AND PRICING OF SHARES |
L-1 | |||
M-1 | ||||
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN |
N-1 | |||
O-1 |
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GENERAL INFORMATION ABOUT THE TRUST
AIM Growth Series (Invesco Growth Series) (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized as a Massachusetts business trust on February 19, 1985 and re-organized as a Delaware statutory trust on May 29, 1998. Under the Trusts Agreement and Declaration of Trust, as amended (the Trust Agreement), the Board of Trustees of the Trust (the Board) is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.
On May 24, 2019, each Fund assumed the assets and liabilities of its predecessor fund (each a predecessor fund and, collectively, the predecessor funds) as shown below.
Fund | Predecessor Fund | |
Invesco Oppenheimer International Diversified Fund | Oppenheimer International Diversified Fund | |
Invesco Oppenheimer Main Street Small Cap Fund® | Oppenheimer Main Street Small Cap Fund® |
All historical financial information and other information contained in this Statement of Additional Information (SAI) relating to each Fund (or any classes thereof) for periods ending on or prior to May 24, 2019 is that of its predecessor fund (or the corresponding classes thereof).
Shares of beneficial interest of the Trust are redeemable at their net asset value at the option of the shareholder or at the option of the Trust, in accordance with any applicable provisions of the Trust Agreement and applicable law, subject in certain circumstances to a contingent deferred sales charge.
The Trust allocates cash and property it receives from the issue or sale of shares of each of its series of shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, to the appropriate Fund, subject only to the rights of creditors of that Fund. These assets constitute the assets belonging to each Fund, are segregated on the Trusts books, and are charged with the liabilities and expenses of such Fund and its respective classes. The Trust allocates any general liabilities and expenses of the Trust not readily identifiable as belonging to a particular Fund primarily on the basis of relative net assets or other relevant factors, subject to oversight by the Board.
Each share of each Fund represents an equal pro rata interest in that Fund with each other share and is entitled to dividends and other distributions with respect to the Fund, which may be from income, capital gains or capital, as declared by the Board.
Each class of shares of a Fund represents a proportionate undivided interest in the net assets belonging to that Fund. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of, or reasonable provision for, the outstanding liabilities of the Fund allocable to such class.
The Trust Agreement provides that each shareholder, by virtue of having become a shareholder of the Trust, is bound by terms of the Trust Agreement and the Trusts Bylaws. Ownership of shares does not make shareholders third party beneficiaries of any contract entered into by the Trust.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of shareholders of a Fund or class will be held for any purpose determined by the Board, including from time to time to consider matters requiring a vote of such shareholders in accordance with the requirements of the 1940 Act, state law or the provisions of the Trust Agreement. It is not expected that shareholder meetings will be held annually.
The Trust Agreement provides that the Board may authorize (i) a merger, consolidation or sale of assets (including, but not limited to, mergers, consolidations or sales of assets between two Funds, or between a Fund and a series of any other registered investment company), and (ii) the combination of two or more classes of shares of a Fund into a single class, each without shareholder approval but subject to applicable requirements under the 1940 Act and state law.
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Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that classs distribution plan.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of the Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of 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 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.
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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.
Invesco Oppenheimer International Diversified Fund is a fund of funds which primarily invests in other underlying funds and generally does not directly invest in the securities or use the investment techniques discussed below under Investment Strategies and Risks.
The underlying funds in which the Invesco Oppenheimer International Diversified Fund invests are: Invesco Oppenheimer Developing Markets Fund (Developing Markets Fund), Invesco Oppenheimer International Growth Fund (International Growth Fund), Invesco Oppenheimer International Small-Mid Company Fund (International Small-Mid Company Fund) and Invesco Oppenheimer International Equity Fund (International Equity Fund) (collectively, the Underlying Funds). The Underlying Funds in which the Invesco Oppenheimer International Diversified Fund invests are mutual funds advised by Invesco.
The Underlying Funds have been selected for use over long periods of time, but may change in the future without shareholder approval. Invesco Oppenheimer International Diversified Funds investments among the Underlying Funds will vary due to factors such as market movements and capital flows. Invesco may change Invesco Oppenheimer International Diversified Funds Underlying Funds without shareholder approval. Some portion of Invesco Oppenheimer International Diversified Funds portfolio may be held in cash due to purchase and redemption activity and other short term cash needs.
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 and the Underlying 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.
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.
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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.
As stated above, Invesco Oppenheimer International Diversified Fund is a fund of funds, which primarily invests in the Underlying Funds and generally does not directly invest in the securities or use the investment techniques discussed below. The types of securities and investment techniques discussed below generally are those of Invesco Oppenheimer Main Street Small Cap Fund and the Underlying Funds. However, Invesco Oppenheimer International Diversified Fund may from time to time directly invest in one or more of the securities or use the investment techniques discussed below. For the purposes of this section, Fund means a Fund and/or an Underlying Fund, as applicable.
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.
Equity-Linked Securities. Equity-linked securities are instruments whose value is based upon the value of one or more underlying equity securities, a reference rate or an index. Equity-linked securities come in many forms and may include features, among others, such as the following: (i) may be issued by the issuer of the underlying equity security or by a company other than the one to which the instrument is linked (usually an investment bank), (ii) may convert into equity securities, such as common stock, within a stated period from the issue date or may be redeemed for cash or some combination of cash and the linked security at a value based upon the value of the underlying equity security within a stated period from the issue date, (iii) may have various conversion features prior to maturity at the option of the holder or the issuer or both, (iv) may limit the appreciation value with caps or collars of the value of the underlying equity security and (v) may have fixed, variable or no interest payments during the life of the security which reflect the actual or a structured return relative to the underlying dividends of the linked equity security. Investments in equity-linked securities may subject a Fund to additional risks not ordinarily associated with investments in other equity securities. Because equity-linked securities are sometimes issued by a third party other than the issuer of the linked security, a Fund is subject to risks if the underlying equity security, reference rate or index underperforms or if the issuer defaults on the payment of the dividend or the common stock at maturity. In addition, the trading market for particular equity-linked securities may be less liquid, making it difficult for a Fund to dispose of a particular security when necessary and reduced liquidity in the secondary market for any such securities may make it more difficult to obtain market quotations for valuing the Funds portfolio.
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Convertible Securities. Convertible securities are generally bonds, debentures, notes, preferred stocks or other securities or investments that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). A convertible security is designed to provide current income and also the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. A convertible security may be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by 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 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 known 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.
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CoCos are subordinate in rank to traditional convertible securities and other debt obligations of an issuer in the issuers capital structure, and therefore, CoCos entail more risk than an issuers other debt obligations.
CoCos are generally speculative and their market value may fluctuate based on a number of unpredictable factors, including, but not limited to, the creditworthiness of the issuer and/or fluctuations in the issuers capital ratios, supply and demand for CoCos,
general market conditions and available liquidity, and economic, financial and political events affecting the particular issuer or markets in general.
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. Alternative entity securities 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.
Equity-Linked Notes. Equity-Linked Notes (ELNs) are hybrid derivative-type instruments, in a single note form, that are specially designed to combine the characteristics of one or more reference securities (such as a single stock, exchange-traded fund, exchange-traded note, or an index or basket of securities (underlying securities)) and a related equity derivative, such as a put or call option. Generally, when purchasing an ELN, a Fund pays the counterparty the current value of the underlying securities plus a commission. Upon the maturity of the note, the Fund generally receives the par value of the note plus a return based on the appreciation of the underlying securities. If the underlying securities have depreciated in value or if their price fluctuates outside of a preset range, depending on the type of ELN, the Fund may receive only the principal amount of the note, or may lose the entire principal invested in the ELN. ELNs are available
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with an assortment of features, including periodic coupon payments; limitations on participation in the appreciation of the underlying securities; and different protection levels on the Funds principal investment. ELNs are generally in two types: (1) those that provide for protection of a Funds principal in exchange for limited participation in the appreciation of the underlying securities, and (2) those that do not provide for such protection and subject a Fund to the risk of loss of its principal investment.
Investments in ELNs possess the risks associated with the underlying securities, such as management risk, market risk and, as applicable, foreign securities and currency risks. In addition, as a note, ELNs are also subject to certain debt securities risks, such as interest rate and credit risk. An investment in an ELN also bears the risk that the ELN issuer will default or become bankrupt. In such an event, the Fund may have difficulty being repaid, or fail to be repaid, the principal amount of, or income from, its investment. A downgrade or impairment to the credit rating of the issuer may also negatively impact the price of the ELN. The Fund may also experience liquidity issues when investing in ELNs, as ELNs are generally designed for the over-the-counter institutional investment market. The secondary market for ELNs may be limited, and the lack of liquidity may make ELNs difficult to sell at a desirable time and price and value. The price of an ELN may not correlate with the price of the underlying securities or a fixed-income investment.
As the holder of an ELN, the Fund generally has no rights to the underlying securities, including no voting rights or rights to receive dividends. The Advisers ability to accurately forecast movements in the underlying securities will determine the success of the Funds ELNs investments. Should the prices of the underlying securities move in an unexpected manner, the Fund may not achieve the anticipated benefits of its ELN investments, and it may realize losses, which could be significant and could include the Funds entire principal investment.
Foreign Securities. Foreign securities are equity or debt securities issued by issuers outside the U.S., and include securities in the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), or other securities representing underlying securities of foreign issuers (foreign securities). ADRs are receipts, issued by U.S. banks, for the shares of foreign corporations, held by the bank issuing the receipt. ADRs are typically issued in registered form, denominated in U.S. dollars and designed for use in the U.S. securities markets. GDRs are bank certificates issued in more than one country for shares in a foreign company. The shares are held by a foreign branch of an international bank. GDRs trade as domestic shares but are offered for sale globally through the various bank branches. GDRs are typically used by private markets to raise capital 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, 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 and 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 United States.
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Invesco Oppenheimer Main Street Small Cap Fund will hold foreign currency only in connection with the purchase or sale of foreign securities.
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 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.
There is generally less government supervision and regulation of securities exchanges, brokers, dealers, and listed companies in foreign countries than in the United States, 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. The Funds may invest 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; |
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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. |
Risks of Investments in China A-shares through the Stock Connect Program. The Shanghai-Hong Kong Stock Connect program and the Shenzhen-Hong Kong Stock Connect program (both programs collectively referred to as the Connect Program) are securities trading and clearing programs through which the Funds can trade eligible listed China A-shares. The Connect Program is subject to quota limitations and an investor cannot purchase and sell the same security on the same trading day, which may restrict a Funds ability to invest in China A-shares through the Connect Program and to enter into or exit trades on a timely basis. The Shanghai and Shenzhen markets may be open at a time when the Connect Program is not trading, with the result that prices of China A-shares may fluctuate at times when the Fund is unable to add to or exit its position. Only certain China A-shares are eligible to be accessed through the Connect Program. Such securities may lose their eligibility at any time, in which case they could be sold but could no longer be purchased through the Connect Program. Because the Connect Program is in its early stages, the actual effect on the market for trading China A-shares with the introduction of large numbers of foreign investors is currently unknown. The Connect Program is subject to regulations promulgated by regulatory authorities for the Shanghai Stock Exchange, the Stock Exchange of Hong Kong Limited and the Shenzhen Stock Exchange, and further regulations or restrictions, such as limitations on redemptions or suspension of trading, may adversely impact the Connect Program, if the authorities believe it necessary to assure orderly markets or for other reasons. There is no guarantee that all three exchanges will continue to support the Connect Program in the future.
Investments in China A-shares may not be covered by the securities investor protection programs of the exchanges and, without the protection of such programs, will be subject to the risk of default by the broker. In the event that the depository of the Shanghai Stock Exchange and the Shenzhen Stock Exchange defaulted, a Fund may not be able to recover fully its losses from the depository or may be delayed in receiving proceeds as part of any recovery process. In addition, because all trades on the Connect Program in respect of eligible China A-shares must be settled in Renminbi (RMB), the Chinese currency, the Funds investing through the Connect Program must have timely access to a reliable supply of offshore RMB, which cannot be guaranteed. The existence of a liquid trading market for China A-shares may depend on whether there is supply of, and demand for, such China A-shares. Market volatility and settlement difficulties in the China A-share markets may also result in significant fluctuations in the prices of the securities traded on such markets.
China A-shares purchased through the Connect Program are held in nominee name and not the Funds name as the beneficial owner. It is possible, therefore, that a Funds ability to exercise its rights as a shareholder and to pursue claims against the issuer of China A-shares may be limited because the nominee structure has not been tested in Chinese courts. In addition, a Fund may not be able to participate in corporate actions affecting China A-shares held through the Connect Program due to time constraints or for other operational reasons.
Trades on the Connect Program are subject to certain requirements prior to trading. If these requirements are not completed prior to the market opening, a Fund cannot sell the shares on that trading day. In addition, these requirements may limit the number of brokers that a Fund may use to execute trades. If an investor holds 5% or more of the total shares issued by a China-A share issuer, the investor must return any profits obtained from the purchase and sale of those shares if both transactions occur within a six-month period. If a Fund holds 5% or more of the total shares of a China-A share issuer through its Connect Program investments, its profits may be subject to these limitations. All accounts managed by the Adviser and/or its affiliates will be aggregated for purposes of this 5% limitation, which makes it more likely that a Funds profits may be subject to these limitations.
Passive Foreign Investment Companies. Under U.S. tax laws, passive foreign investment companies (PFICs) are those foreign corporations which generate primarily passive income. Passive income is defined as any income that is considered foreign personal holding company income under the Internal Revenue Code. For federal tax purposes, a foreign corporation is deemed to be a PFIC if 75% or more of its gross income during a taxable year is passive income or if 50% or more of its assets during a taxable year are assets that produce, or are held to produce, passive income.
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Foreign mutual funds are generally deemed to be PFICs, since nearly all of the income of a mutual fund is passive income. Investments in foreign mutual funds may be used to gain exposure to the securities of companies in countries that limit or prohibit direct foreign investment; however investments in foreign mutual funds are subject to limits under the 1940 Act.
Other types of foreign corporations may also be considered PFICs if their percentage of passive income or passive assets exceeds the limits described above. Unless an election is made with respect to an investment in a PFIC, which election may not always be possible, income from the disposition of a PFIC investment and from certain PFIC distributions may be subject to adverse tax treatment. The application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, and may subject a regulated investment company itself to tax on certain income from PFIC shares. Federal tax laws impose severe tax penalties for failure to properly report investment income from PFICs. Foreign corporations that are PFICs for federal tax purposes may not always be recognized as such or may not provide investors all information required to report, or make an election with respect to, such investment.
A foreign issuer will not be treated as a PFIC with respect to a shareholder if such issuer is a controlled foreign corporation for U.S. federal income tax purposes (CFC) and the shareholder holds (directly, indirectly, or constructively) 10% or more of the voting interests in or total value of such issuer. In such a case, the shareholder generally would be required to include in gross income each year, as ordinary income, its share of certain amounts of a CFCs income, whether or not the CFC distributes such shareholders share of such amounts to it. Under proposed regulations, such income will be considered qualifying income for purposes of a shareholders qualification as a regulated investment company only to the extent such income is timely distributed to that shareholder.
Foreign Government Obligations. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above under Foreign Securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a countrys willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries. Foreign government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as Brady Bonds. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance, or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may impair the debtors ability or willingness to service its debts.
Foreign Exchange Transactions. Each Fund that may invest in foreign currency-denominated securities has the authority to purchase and sell put and call options on foreign currencies (foreign currency options), foreign currency futures contracts and related options, currency-related swaps and may engage in foreign currency transactions either on a spot (i.e., for prompt delivery and settlement) basis at the rate prevailing in the currency exchange market at the time or through forward foreign currency contracts (see Forward Foreign Currency Contracts). 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, 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.
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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.
A Fund may hold a portion of its assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. Foreign exchange transactions may involve some of the risks of investments in foreign securities. For a discussion of tax considerations relating to foreign currency transactions, see Dividends, Distributions and Tax MattersTax MattersTax Treatment of Portfolio TransactionsForeign 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.
Floating Rate Corporate Loans and Corporate Debt Securities of Non-U.S. Borrowers. Floating rate loans and debt securities made to and issued by non-U.S. borrowers in which the Funds invest will be U.S. dollar-denominated or otherwise provide for payment in U.S. dollars, and the borrower will meet the credit quality standards established by Invesco and the Sub-Advisers for U.S. borrowers. The Funds similarly may invest in floating rate loans and floating rate debt securities made to and issued by U.S. borrowers with significant non-U.S. dollar-denominated revenues; provided that the loans are U.S. dollar-denominated or otherwise provide for payment to the Funds in U.S. dollars. In all cases where the floating rate loans or floating rate debt securities are not denominated in U.S. dollars, provisions will be made for payments to the lenders, including the Funds, in U.S. dollars pursuant to foreign currency swaps.
Foreign Bank Obligations. Foreign bank obligations include certificates of deposit, bankers acceptances and fixed time deposits and other obligations (a) denominated in U.S. dollars and issued by a foreign branch of a domestic bank (Eurodollar Obligations), (b) denominated in U.S. dollars and issued by a domestic branch of a foreign bank (Yankee dollar Obligations), or (c) issued by foreign branches of foreign banks. Foreign banks are not generally subject to examination by any U.S. Government agency or instrumentality.
Exchange-Traded Funds (ETFs). Most ETFs are registered under the 1940 Act as investment companies, although others may not be registered as investment companies and are registered as commodity pools. Therefore, a Funds purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under Other Investment Companies. ETFs have management fees, which increase their cost. Each Fund may invest in ETFs advised by unaffiliated advisers as well as ETFs advised by Invesco Capital Management LLC (Invesco Capital). Invesco, the Affiliated Sub-Advisers and Invesco Capital are affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
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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.
Exchange-Traded Notes (ETNs). ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange) during normal trading hours; however, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the days market benchmark or strategy factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, including the credit risk of the issuer, and the value of the ETN may drop due to a downgrade in the issuers credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. A decision by the Fund to sell ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing, and there can be no assurance that a secondary market will exist for an ETN.
ETNs are also subject to tax risk. No assurance can be given that the Internal Revenue Service (IRS) will accept, or a court will uphold, how a Fund characterizes and treats ETNs for tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs.
An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid, and thus they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.
The market value of ETNs may differ from their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETNs at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN trades at a premium or discount to its market benchmark or strategy.
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U.S. Government Obligations. U.S. Government obligations 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.
Inflation-Indexed Bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index accruals as part of a semiannual coupon.
Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Other inflation related bonds may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.
While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
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Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
Temporary Investments. 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, the Fund may not achieve its investment objective.
Mortgage-Backed and Asset-Backed Securities. Mortgage-backed and asset-backed securities include 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 non-government entities, such as commercial banks and other private lenders. Mortgage-related securities represent ownership in pools of mortgage loans assembled for sale to investors by various government agencies such as the Government National Mortgage Association (GNMA) and government-related organizations such as the FNMA and FHLMC, as well as by non-government 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-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, is 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
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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.
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
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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, a Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.
Collateralized Mortgage Obligations (CMOs). A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. A CMO is a type of mortgage-backed security that creates separate classes with varying maturities and interest rates, called tranches. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different fixed or floating interest rate and stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.
In a typical CMO transaction, a corporation (issuer) issues multiple series (e.g., Series A, B, C and Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (Collateral). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the following order: Series A, B, C and Z. The Series A, B, and C Bonds all bear current interest. Interest on a Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond is currently being paid off. Only after the Series A, B, and C Bonds are paid in full does the Series Z Bond begin to receive payment. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
CMOs that are issued or guaranteed by the U.S. Government or by any of its agencies or instrumentalities will be considered U.S. Government securities by the Funds, while other CMOs, even if collateralized by U.S. Government securities, will have the same status as other privately issued securities for purposes of applying the Funds diversification tests.
FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates which are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Payments of principal and interest on the FHLMC CMOs are made semiannually. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMCs mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the FHLMC CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMCs minimum sinking fund obligation for any payment date are paid to the holders of the FHLMC CMOs as additional sinking fund payments. Because of the pass-through nature of all principal payments received on the collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate at which principal of the FHLMC CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date. If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet the FHLMC CMOs minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.
Classes of CMOs may also include interest only securities (IOs) and principal only securities (POs). IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages the cash flow from which has been separated into interest and principal components. IOs receive the interest portion of the cash flow while POs receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the investment is returned and the yield to maturity on the PO. When payments on mortgages underlying a PO are slow, the life of the PO is lengthened and the yield to maturity is reduced.
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CMOs are generally subject to the same risks as mortgage-backed securities. In addition, CMOs may be subject to credit risk because the issuer or credit enhancer has defaulted on its obligations and a Fund may not receive all or part of its principal. Obligations issued by U.S. Government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. Government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions. Although GNMA guarantees timely payment of GNMA certificates even if homeowners delay or default, tracking the pass-through payments may, at times, be difficult.
Collateralized Debt Obligations (CDOs). A CDO is a security backed by a pool of bonds, loans and other debt obligations. CDOs are not limited to investing in one type of debt and accordingly, a CDO may own corporate bonds, commercial loans, asset-backed securities, residential mortgage-backed securities, commercial mortgage-backed securities, and emerging market debt. The CDOs securities are typically divided into several classes, or bond tranches, that have differing levels of investment grade or credit tolerances. Most CDO issues are structured in a way that enables the senior bond classes and mezzanine classes to receive investment-grade credit ratings. Credit risk is shifted to the most junior class of securities. If any defaults occur in the assets backing a CDO, the senior bond classes are first in line to receive principal and interest payments, followed by the mezzanine classes and finally by the lowest rated (or non-rated) class, which is known as the equity tranche. Similar in structure to a collateralized mortgage obligation (described above), CDOs are unique in that they represent different types of debt and credit risk.
Collateralized Loan Obligations (CLOs). CLOs are debt instruments backed solely by a pool of other debt securities. The risks of an investment in a CLO depend largely on the type of the collateral securities and the class of the CLO in which a Fund invests. Some CLOs have credit ratings, but are typically issued in various classes with various priorities. Normally, CLOs are privately offered and sold (that is, they are not registered under the securities laws) and may be characterized by a Fund as illiquid securities; however, an active dealer market may exist for CLOs that qualify for Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed income securities, CLOs carry additional risks, including the possibility that distributions from collateral securities will not be adequate to make interest or other payments, the quality of the collateral may decline in value or default a Fund may invest in CLOs that are subordinate to other classes, values may be volatile, and disputes with the issuer may produce unexpected investment results.
Credit Linked Notes (CLNs). A CLN is a security structured and issued by an issuer, which may be a bank, broker or special purpose vehicle. If a CLN is issued by a special purpose vehicle, the special purpose vehicle will typically be collateralized by AAA-rated securities, but some CLNs are not collateralized. The performance and payment of principal and interest is tied to that of a reference obligation which may be a particular security, basket of securities, credit default swap, basket of credit default swaps, or index. The reference obligation may be denominated in foreign currencies. Risks of CLNs include those risks associated with the underlying reference obligation including, but not limited to, market risk, interest rate risk, credit risk, default risk and foreign currency risk. In the case of a CLN created with credit default swaps, the structure will be funded such that the par amount of the security will represent the maximum loss that could be incurred on the investment and no leverage is introduced. An investor in a CLN also bears counterparty risk or the risk that the issuer of the CLN will default or become bankrupt and not make timely payments of principal and interest on the structured security. Should the issuer default or declare bankruptcy, the CLN holder may not receive any compensation. In return for these risks, the CLN holder receives a higher yield. As with most derivative instruments, valuation of a CLN may be difficult due to the complexity of the security.
Bank Instruments. Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposit, time deposits, and bankers acceptances from U.S. or foreign banks, as well as Eurodollar certificates of deposit (Eurodollar CDs) and Eurodollar time deposits of foreign branches of domestic banks. Some certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued by banks and savings and loan institutions in exchange for the deposit of funds, and can typically be traded in the secondary market prior to maturity. Other certificates of deposit, like time deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that are described for Foreign Securities.
Commercial Instruments. Commercial instruments include commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars or foreign currencies.
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Commercial instruments are a type of instrument issued by large banks and corporations to raise money to meet their short-term debt obligations, and are only backed by the issuing bank or corporations promise to pay the face amount on the maturity date specified on the note. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Funds. The interest rate on a master note may fluctuate based on changes in specified interest rates or may be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master demand notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes are generally illiquid and therefore subject to the Funds percentage limitations for investments in illiquid securities. Commercial instruments may not be registered with the SEC.
Synthetic Municipal Instruments. Synthetic municipal instruments are instruments, the value of and return on which are derived from underlying securities. Synthetic municipal instruments in which the Funds may invest include tender option bonds and fixed and variable rate trust certificates. These types of instruments involve the deposit into a trust or custodial account of one or more long-term tax-exempt bonds or notes (Underlying Bonds), and the sale of certificates evidencing interests in the trust or custodial account to investors such as a Fund. The trustee or custodian receives the long-term fixed rate interest payments on the Underlying Bonds, and pays certificate holders fixed rates or short-term floating or variable interest rates which are reset periodically. A tender option bond provides a certificate holder with the conditional right to sell its certificate to the sponsor or some designated third party at specified intervals and receive the par value of the certificate plus accrued interest (a demand feature). A fixed rate trust certificate evidences an interest in a trust entitling a certificate holder to fixed future interest and/or principal payments on the Underlying Bonds. A variable rate trust certificate evidences an interest in a trust entitling the certificate holder to receive variable rate interest based on prevailing short-term interest rates and also typically provides the certificate holder with the conditional demand feature (the right to tender its certificate at par value plus accrued interest under certain conditions).
All synthetic municipal instruments must meet the minimum quality standards for the Funds investments and must present minimal credit risks. In selecting synthetic municipal instruments for the Funds, Invesco considers the creditworthiness of the issuer of the Underlying Bond, the sponsor and the party providing certificate holders with a conditional right to sell their certificates at stated times and prices (a demand feature).
Typically, a certificate holder cannot exercise the demand feature until the occurrence of certain conditions, such as where the issuer of the Underlying Bond defaults on interest payments. Moreover, because synthetic municipal instruments involve a trust or custodial account and a third party conditional demand feature, they involve complexities and potential risks that may not be present where a municipal security is owned directly.
The tax-exempt character of the interest paid to certificate holders is based on the assumption that the holders have an ownership interest in the Underlying Bonds; however, the IRS has not issued a ruling addressing this issue. In the event the IRS issues an adverse ruling or successfully litigates this issue, it is possible that the interest paid to the Fund on certain synthetic municipal instruments would be deemed to be taxable. The Fund relies on opinions of special tax counsel on this ownership question and opinions of bond counsel regarding the tax-exempt character of interest paid on the Underlying Bonds.
Municipal Securities. Municipal Securities are typically debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel or other counsel to the issuers of such securities, is, at the time of issuance, exempt from federal income tax. The issuers of municipal securities obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, highways, bridges, schools, hospitals, housing, mass transportation, streets and water and sewer works. Other public purposes for which municipal securities may be issued include refunding outstanding obligations, obtaining funds for general operating expenses and obtaining funds to lend to other public institutions and facilities. Certain types of municipal securities are issued to obtain funding for privately operated facilities. The credit and quality of private activity debt securities are dependent on the private facility or user, who is responsible for the interest payment and principal repayment.
The two major classifications of Municipal Securities are bonds and notes. Municipal bonds are municipal debt obligations in which the issuer is obligated to repay the original (or principal) payment amount on a certain maturity date along with interest. A municipal bonds maturity date (the date when the issuer of the bond repays the principal) may be years in the future. Short-term bonds mature in one to three years, while long-term bonds usually do not mature for more
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than a decade. Notes are short-term instruments which usually mature in less than two years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. Municipal notes also include tax, revenue notes and revenue and bond anticipation notes (discussed more fully below) of short maturity, generally less than three years, which are issued to obtain temporary funds for various public purposes.
Municipal debt securities may also be classified as general obligation or revenue obligations (or special delegation securities). General obligation securities are secured by the issuers pledge of its faith, credit and taxing power for the payment of principal and interest.
Revenue debt obligations, such as revenue bonds and revenue notes, are usually payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source but not from the general taxing power. The principal and interest payments for industrial development bonds or pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current federal tax laws place substantial limitations on the purposes and size of such issues. Such obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax.
Another type of revenue obligation is pre-refunded bonds, which are typically issued to refinance debt. In other words, pre-refunded bonds result from the advance refunding of bonds that are not currently redeemable. The proceeds from the issue of the lower yield and/or longer maturing pre-refunding bond will usually be used to purchase U.S. Government obligations, such as U.S. Treasury securities, which are held in an escrow account and used to pay interest and principal payments until the scheduled call date of the original bond issue occurs. Like other fixed income securities, pre-refunded bonds are subject to interest rate, market, credit, and reinvestment risks.
Within these principal classifications of municipal securities, there are a variety of types of municipal securities, including but not limited to, fixed and variable rate securities, variable rate demand notes, municipal leases, custodial receipts, participation certificates, inverse floating rate securities, and derivative municipal securities.
Variable rate securities bear rates of interest that are adjusted periodically according to formulae intended to reflect market rates of interest.
Variable rate demand notes are obligations which contain a floating or variable interest rate adjustment formula and which are subject to a right of demand for payment of the principal balance plus accrued interest either at any time or at specified intervals. The interest rate on a variable rate demand note may be based on a known lending rate, such as a banks prime rate, and may be adjusted when such rate changes or the interest rate may be a market rate that is adjusted at specified intervals. The adjustment formula maintains the value of the variable rate demand note at approximately the par value of such note at the adjustment date.
Inverse floating rate obligations are variable rate debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. Because the interest rate paid to holders of such obligations is generally determined by subtracting a variable or floating rate from a predetermined amount, the interest rate paid to holders of such obligations will decrease as such variable or floating rate increases and increase as such variable or floating rate decreases. The inverse floating rate obligations in which the Fund may invest include derivative instruments such as residual interest bonds, tender option bonds (TOBs) or municipal bond trust certificates. Such instruments are typically created by a special purpose trust (the TOB Trust) that holds long-term fixed rate bonds, which are contributed by a Fund (the underlying security) and sells two classes of beneficial interests: short-term floating rate interests, which are sold to or held by third party investors (Floaters), and inverse floating residual interests, which are purchased by the Fund (Residuals). The Floaters have first priority on the cash flow from the bonds held by the TOB Trust and the Fund (as holder of the Residuals) is paid the residual cash flow from the bonds held by the TOB Trust. Like most other fixed-income securities, the value of inverse floating rate obligations will decrease as interest rates increase. They are more volatile, however, than most other fixed-income securities because the coupon rate on an inverse floating rate obligation typically changes at a multiple of the change in the relevant index rate. Thus, any rise in the index rate (as a consequence of an increase in interest rates) causes a correspondingly greater drop in the coupon rate of an inverse floating rate obligation while a drop in the index rate causes a correspondingly greater increase in the coupon of an inverse floating rate obligation. Some inverse floating rate obligations may also increase or decrease substantially because of changes in the rate of prepayments. Inverse floating rate obligations tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate obligations have varying degrees of liquidity.
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The primary risks associated with inverse floating rate securities are varying degrees of liquidity and decreases in the value of such securities in response to changes in interest rates to a greater extent than fixed rate securities having similar credit quality, redemption provisions and maturity, which may cause the Funds net asset value to be more volatile than if it had not invested in inverse floating rate securities. In certain instances, the short-term floating rate notes created by the TOB Trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such notes for repayment of principal, may not be able to be remarketed to third parties. In such cases, the TOB Trust holding the fixed rate bonds may be collapsed with the entity that contributed the fixed rate bonds to the TOB Trust. In the case where a TOB Trust is collapsed with a Fund, the Fund will be required to repay the principal amount of the tendered securities, which may require the Fund to sell other portfolio holdings to raise cash to meet that obligation. The Fund could therefore be required to sell other portfolio holdings at a disadvantageous time or price to raise cash to meet this obligation, which risk will be heightened during times of market volatility, illiquidity or uncertainty. The embedded leverage in the TOB Trust could cause a Fund to lose more money than the value of the asset it has contributed to the TOB Trust and greater levels of leverage create the potential for greater losses. In addition, a Fund may enter into reimbursement agreements with the liquidity provider of certain TOB transactions in connection with certain residuals held by the Fund. These agreements commit a Fund to reimburse the liquidity provider to the extent that the liquidity provider must provide cash to a TOB Trust, including following the termination of a TOB Trust resulting from a mandatory tender event (liquidity shortfall). The reimbursement agreement will effectively make the Fund liable for the amount of the negative difference, if any, between the liquidation value of the underlying security and the purchase price of the floating rate notes issued by the TOB Trust.
Final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities investments in, and relationships with, covered funds, as defined in the rules. These rules preclude banking entities and their affiliates from sponsoring and/or providing services for existing TOB Trusts. A new TOB structure is being utilized by a Fund wherein the Fund, as holder of the residuals, will perform certain duties previously performed by banking entities as sponsors of TOB Trusts. These duties may be performed by a third-party service provider. A Funds expanded role under the new TOB structure may increase its operational and regulatory risk. The new structure is substantially similar to the previous structure; however, pursuant to the Volcker Rule, the remarketing agent would not be able to repurchase tendered floaters for its own account upon a failed remarketing. In the event of a failed remarketing, a banking entity serving as liquidity provider may loan the necessary funds to the TOB Trust to purchase the tendered floaters. The TOB Trust, not a Fund, would be the borrower and the loan from the liquidity provider will be secured by the purchased floaters now held by the TOB Trust. However, as previously described, a Fund would bear the risk of loss with respect to any liquidity shortfall to the extent it entered into a reimbursement agreement with the liquidity provider.
Further, the SEC and various banking agencies recently adopted rules implementing credit risk retention requirements for asset-backed securities (the Risk Retention Rules). The Risk Retention Rules require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB Trusts municipal bonds. As applicable, the Funds have adopted policies intended to comply with the Risk Retention Rules. The Risk Retention Rules may adversely affect the Funds ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.
There can be no assurances that the new TOB structure will continue to be a viable form of leverage. Further, there can be no assurances that alternative forms of leverage will be available to the Fund in order to maintain current levels of leverage. Any alternative forms of leverage maybe less advantageous to a Fund, and may adversely affect the Funds net asset value, distribution rate and ability to achieve its investment objective.
Certificates of participation (or Participation certificates) are obligations issued by state or local governments or authorities to finance the acquisition of equipment and facilities. They may represent participations in a lease, an installment purchase contract or a conditional sales contract. These participation interests may give the purchaser an undivided interest in one or more underlying Municipal Securities. Municipal securities may not be backed by the faith, credit and taxing power of the issuer.
Custodial receipts are underwritten by securities dealers or banks and evidence ownership of future interest payments, principal payments or both on certain municipal securities.
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Municipal leases are obligations issued by state and local governments or authorities to finance the acquisition of equipment and facilities. Municipal lease obligations, another type of Municipal Security, may take the form of a lease, an installment purchase contract or a conditional sales contract. Municipal lease obligations are issued by state and local governments and authorities to acquire land, equipment and facilities such as state and municipal vehicles, telecommunications and computer equipment, and other capital assets. Interest payments on qualifying municipal lease obligations are generally exempt from federal income taxes. Municipal lease obligations are generally subject to greater risks than general obligation or revenue bonds. State laws set forth requirements that states or municipalities must meet in order to issue municipal obligations, and such obligations may contain a covenant by the issuer to budget for, appropriate, and make payments due under the obligation. However, certain municipal lease obligations may contain non-appropriation clauses which provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year. If not enough money is appropriated to make the lease payments, the leased property may be repossessed as security for holders of the municipal lease obligation. In such an event, there is no assurance that the propertys private sector or re-leasing value will be enough to make all outstanding payments on the municipal lease obligation or that the payments will continue to be tax-free. Additionally, it may be difficult to dispose of the underlying capital asset in the event of non-appropriation or other default. Direct investments by the Fund in municipal lease obligations may be deemed illiquid and therefore subject to the Funds percentage limitations for investments in illiquid securities and the risks of holding illiquid securities.
A municipal forward contract is a Municipal Security which is purchased on a when-issued basis with longer-than-standard settlement dates, in some cases taking place up to five years from the date of purchase. The buyer, in this case the Fund, will execute a receipt evidencing the obligation to purchase the bond on the specified issue date, and must segregate cash to meet that forward commitment. Municipal forward contracts typically carry a substantial yield premium to compensate the buyer for the risks associated with a long when-issued period, including shifts in market interest rates that could materially impact the principal value of the bond, deterioration in the credit quality of the issuer, loss of alternative investment options during the when-issued period and failure of the issuer to complete various steps required to issue the bonds.
Municipal Securities also include the following securities:
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Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. |
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Revenue Anticipation Debt Securities, including bonds, notes, and certificates, are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the securities. |
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Tax Anticipation Notes are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer. |
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Revenue Anticipation Notes are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. |
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Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial paper, except that tax-exempt commercial paper is issued by states, municipalities and their agencies. |
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Tax-Exempt Mandatory Paydown Securities (TEMPS) are fixed rate term bonds carrying a short-term maturity, usually three to four years beyond the expected redemption. TEMPS are structured as bullet repayments, with required optional redemptions as entrance fees are collected. |
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Zero Coupon and Pay-in-Kind Securities do not immediately produce cash income. These securities are issued at an original issue discount, with the full value, including accrued interest, paid at maturity. Interest income may be reportable annually, even though no annual payments are made. Market prices of zero-coupon bonds tend to be more volatile than bonds that pay interest regularly. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. Zero coupon and pay-in-kind securities may be subject to greater fluctuation in value and less liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. Prices on non-cash-paying instruments may be more sensitive to changes in the issuers financial condition, fluctuation in interest rates and market demand/supply imbalances than cash-paying securities with similar credit ratings, and thus may be more speculative. Special tax considerations are associated with investing in certain lower-grade securities, such as zero coupon or pay-in-kind securities. |
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Capital Appreciation Bonds are municipal securities in which the investment return on the initial principal payment is reinvested at a compounded rate until the bond matures. The principal and interest are due on maturity. Thus, like zero-coupon securities, investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks. |
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Payments in lieu of taxes (also known as PILOTs) are voluntary payments by, for instance the U.S. Government or nonprofits, to local governments that help offset losses in or otherwise substitute property taxes. |
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Converted Auction Rate Securities (CARS) are a structure that combines the debt service deferral feature of Capital Appreciation Bonds (CABS) with Auction Rate Securities. The CARS pay no debt service until a specific date, then they incrementally convert to conventional Auction Rate Securities. At each conversion date the issuer has the ability to call and pay down any amount of the CARS. |
After purchase by the Fund, an issue of Municipal Securities may cease to be rated by Moodys Investors Service, Inc. (Moodys) or S&P Global Ratings (S&P), or another nationally recognized statistical rating organization (NRSRO), or the rating of such a security may be reduced below the minimum credit quality rating required for purchase by the Fund. Neither event would require the Fund to dispose of the security. To the extent that the ratings applied by Moodys, S&P or another NRSRO to Municipal Securities may change as a result of changes in these rating systems, the Fund will attempt to use comparable credit quality ratings as standards for its investments in Municipal Securities.
The yields on Municipal Securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the Municipal Securities market, size of a particular offering, and maturity and rating of the obligation. Because many Municipal Securities are issued to finance similar projects, especially those related to education, health care, transportation and various utilities, conditions in those sectors and the financial condition of an individual municipal issuer can affect the overall municipal market. The market values of the Municipal Securities held by the Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a Municipal Security, the market value of such Municipal Security will generally decrease. Conversely, if yields decrease, the market value of a Municipal Security will generally increase. The ratings of S&P and Moodys represent their opinions of the quality of the municipal securities they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and rating may have different yields while municipal securities of the same maturity and coupon with different ratings may have the same yield.
Certain of the municipal securities in which the Fund may invest represent relatively recent innovations in the municipal securities markets and the markets for such securities may be less developed than the market for conventional fixed rate municipal securities.
Under normal market conditions, longer-term municipal securities generally provide a higher yield than shorter-term municipal securities. The Funds have no limitation as to the maturity of municipal securities in which they may invest. The Adviser may adjust the average maturity of the Funds portfolio from time to time depending on its assessment of the relative yields available on securities of different maturities and its expectations of future changes in interest rates.
The net asset value of the Fund will change with changes in the value of its portfolio securities. With fixed income municipal securities, the net asset value of a Fund can be expected to change as general levels of interest rates fluctuate. When interest rates decline, the value of a portfolio invested in fixed income securities generally can be expected to rise. Conversely, when interest rates rise, the value of a portfolio invested in fixed income securities generally can be expected to decline. The prices of longer term municipal securities generally are more volatile with respect to changes in interest rates than the prices of shorter term municipal securities. Volatility may be greater during periods of general economic uncertainty.
Municipal Securities, like other debt obligations, are subject to the credit risk of nonpayment. The ability of issuers of municipal securities to make timely payments of interest and principal may be adversely impacted in general economic downturns and as relative governmental cost burdens are allocated and reallocated among federal, state and local governmental units. Such nonpayment would result in a reduction of income to the Fund, and could result in a reduction in the value of the municipal securities experiencing nonpayment and a potential decrease in the net asset value of the Fund. In addition, the Fund may incur expenses to work out or restructure a distressed or defaulted security.
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The Funds may invest in Municipal Securities with credit enhancements such as letters of credit and municipal bond insurance. The Funds may invest in Municipal Securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest more than 25% of its assets in securities insured by the same insurance company. If the Fund invests in Municipal Securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Fund and affect share price. Letters of credit are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying Municipal Bond should default. These credit enhancements do not guarantee payments or repayments on the Municipal Securities and a downgrade in the credit enhancer could affect the value of the Municipal Security.
If the IRS determines that an issuer of a Municipal Security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the securitys value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on Municipal Securities or otherwise adversely affect the current federal or state tax status of Municipal Securities. For example, 2017 legislation commonly known as the Tax Cuts and Jobs Act repeals the exclusion from gross income for interest on pre-refunded municipal securities effective for such bonds issued after December 31, 2017.
Taxable municipal securities are debt securities issued by or on behalf of states and their political subdivisions, the District of Columbia, and possessions of the United States, the interest on which is not exempt from federal income tax.
Municipal Lease Obligations. Municipal lease obligations, a type of Municipal Security, may take the form of a lease, an installment purchase contract or a conditional sales contract. Municipal lease obligations are issued by state and local governments and authorities to acquire land, equipment and facilities such as state and municipal vehicles, telecommunications and computer equipment, and other capital assets. Interest payments on qualifying municipal lease obligations are generally exempt from federal income taxes.
Municipal lease obligations are generally subject to greater risks than general obligation or revenue bonds. State laws set forth requirements that states or municipalities must meet in order to issue municipal obligations, and such obligations may contain a covenant by the issuer to budget for, appropriate, and make payments due under the obligation. However, certain municipal lease obligations may contain non-appropriation clauses which provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year. If not enough money is appropriated to make the lease payments, the leased property may be repossessed as security for holders of the municipal lease obligation. In such an event, there is no assurance that the propertys private sector or re-leasing value will be enough to make all outstanding payments on the municipal lease obligation or that the payments will continue to be tax-free. Additionally, it may be difficult to dispose of the underlying capital asset in the event of non-appropriation or other default. Direct investments by the Fund in municipal lease obligations may be deemed illiquid and therefore subject to the Funds percentage limitations for investments in illiquid securities and the risks of holding illiquid securities.
Investment Grade Debt Obligations. Debt obligations include, among others, bonds, notes, debentures or variable rate demand notes. They may be 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 or debt obligations of foreign issuers denominated in foreign currencies.
The Adviser considers investment grade securities to include: (i) securities rated BBB- or higher by S&P or Baa3 or higher by Moodys or an equivalent rating by another NRSRO, (ii) securities with comparable short term NRSRO ratings; or (iii) unrated securities determined by the Adviser to be of comparable quality, each at the time of purchase. The descriptions 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. |
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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.
Non-Investment Grade Debt Obligations (Junk Bonds). Bonds rated or determined to be below investment grade (as defined above in Investment Grade Debt Obligations) are commonly referred to as junk bonds. Analysis of the creditworthiness of junk bond issuers is more complex than that of investment grade issuers and the success of the Adviser in managing these decisions is more dependent upon its own credit analysis than is the case with investment grade bonds.
The capacity of junk bonds to pay interest and repay principal is considered speculative. While junk bonds may provide an opportunity for greater income and gains, they are subject to greater risks than higher-rated debt securities. The prices of and yields on junk bonds may fluctuate to a greater extent than those of higher-rated debt securities. Junk bonds are generally more sensitive to individual issuer developments, economic conditions and regulatory changes than higher-rated bonds. Issuers of junk bonds are often smaller, less-seasoned companies or companies that are highly leveraged with more traditional methods of financing unavailable to them. Junk bonds are generally at a higher risk of default because such issues are often unsecured or otherwise subordinated to claims of the issuers other creditors. If a junk bond issuer defaults, a Fund may incur additional expenses to seek recovery. The secondary markets in which junk bonds are traded may be thin and less liquid than the market for higher-rated debt securities and a Fund may have difficulty selling certain junk bonds at the desired time and price. Less liquidity in secondary trading markets could adversely affect the price at which a Fund could sell a particular junk bond, and could cause large fluctuations in the net asset value of that Funds shares. The lack of a liquid secondary market may also make it more difficult for a Fund to obtain accurate market quotations in valuing junk bond assets and elements of judgment may play a greater role in the valuation.
Floating Rate Corporate Loans and Corporate Debt Securities. Floating rate loans consist generally of obligations of companies and other entities (collectively, borrower) incurred for the purpose of reorganizing the assets and liabilities of a borrower; acquiring another company; taking over control of a company (leveraged buyout); temporary refinancing; or financing internal growth or other general business purposes. Floating rate loans are often obligations of borrowers who have incurred a significant percentage of debt compared to equity issued and thus are highly leveraged.
Floating rate loans may include both term loans, which are generally fully funded at the time of the Funds investment, and revolving loans, which may require the Fund to make additional investments in the loans as required under the terms of the loan agreement. A revolving credit loan agreement may require the Fund to increase its investment in a loan at a time when the Fund might not otherwise have done so, even if the borrowers condition makes it unlikely that the loan will be repaid.
A floating rate loan is generally offered as part of a lending syndicate to banks and other financial institutions and is administered in accordance with the terms of the loan agreement by an agent bank who is responsible for collection of principal and interest and fee payments from the borrower and apportioning those payments to all lenders who are parties to the agreement. Typically, the agent is given broad discretion to enforce the loan agreement and is compensated by the borrower for its services.
Floating rate loans may be acquired by direct investment as a lender at the inception of the loan or by assignment of a portion of a floating rate loan previously made to a different lender or by purchase of a participation interest. If the Fund makes a direct investment in a loan as one of the lenders, it generally acquires the loan at par. This means the Fund receives a return at the full interest rate for the loan. If the Fund acquires its interest in loans in the secondary market or acquires a participation interest, the loans may be purchased or sold above, at, or below par, which can result in a yield that is below, equal to, or above the stated interest rate of the loan. At times, the Fund may be able to invest in floating rate loans only through assignments or participations.
A participation interest represents a fractional interest in a floating rate loan held by the lender selling the Fund the participation interest. In the case of participations, the Fund will not have any direct contractual relationship with the borrower, the Funds rights to consent to modifications of the loan are limited and it is dependent upon the participating lender to enforce the Funds rights upon a default.
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The Fund may be subject to the credit of both the agent and the lender from whom the Fund acquires a participation interest. These credit risks may include delay in receiving payments of principal and interest paid by the borrower to the agent or, in the case of a participation, offsets by the lenders regulator against payments received from the borrower. In the event of the borrowers bankruptcy, the borrowers obligation to repay the floating rate loan may be subject to defenses that the borrower can assert as a result of improper conduct by the agent.
Historically, floating rate loans have not been registered with the SEC or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific floating rate loan has been historically less extensive than if the floating rate loan were registered or exchange traded.
Floating rate debt securities are typically in the form of notes or bonds issued in public or private placements in the securities markets. Floating rate debt securities will typically have substantially similar terms to floating rate loans, but will not be in the form of participations or assignments.
The floating rate loans and debt securities in which the Fund invests will, in most instances, be secured and senior to other indebtedness of the borrower. Each floating rate loan and debt security will generally be secured by collateral such as accounts receivable, inventory, equipment, real estate, intangible assets such as trademarks, copyrights and patents, and securities of subsidiaries or affiliates. The value of the collateral generally will be determined by reference to financial statements of the borrower, by an independent appraisal, by obtaining the market value of such collateral, in the case of cash or securities if readily ascertainable, or by other customary valuation techniques considered appropriate by Invesco and/or the Sub-Advisers. The value of collateral may decline after the Funds investment, and collateral may be difficult to sell in the event of default. Consequently, the Fund may not receive all the payments to which it is entitled. The Funds assets may be invested in unsecured floating rate loans and debt securities or subordinated floating rate loans and debt securities, which may or may not be secured. If the borrower defaults on an unsecured loan or security, there is no specific collateral on which the lender can foreclose. If the borrower defaults on a subordinated loan or security, the collateral may not be sufficient to cover both the senior and subordinated loans and securities.
Most borrowers pay their debts from cash flow generated by their businesses. If a borrowers cash flow is insufficient to pay its debts, it may attempt to restructure its debts rather than sell collateral. Borrowers may try to restructure their debts by filing for protection under the federal bankruptcy laws or negotiating a work-out. If a borrower becomes involved in a bankruptcy proceeding, access to collateral may be limited by bankruptcy and other laws. If a court decides that access to collateral is limited or voidable, the Fund may not recover the full amount of principal and interest that is due.
A borrower must comply with certain restrictive covenants contained in the loan agreement or indenture (in the case of floating rate debt securities). In addition to requiring the scheduled payment of principal and interest, these covenants may include restrictions on the payment of dividends and other distributions to the borrowers shareholders, provisions requiring compliance with specific financial ratios, and limits on total indebtedness. The agreement may also require the prepayment of the floating rate loans or debt securities from excess cash flow. A breach of a covenant that is not waived by the agent (or lenders directly) is normally an event of default, which provides the agent and lenders the right to call for repayment of the outstanding floating rate loan or debt security.
Purchasers of floating rate loans may receive and/or pay certain fees. These fees are in addition to interest payments and may include commitment fees, facility fees, and prepayment penalty fees. When the Fund buys a floating rate loan, it may receive a facility fee, and when it sells a floating rate loan, it may pay an assignment fee.
It is expected that the majority of floating rate loans and debt securities will have stated maturities of three to ten years. However, because floating rate loans and debt securities are frequently prepaid, it is expected that the average maturity will be three to five years. The degree to which borrowers prepay floating rate loans and debt securities, whether as a contractual requirement or at the borrowers election, may be affected by general business conditions, the borrowers financial condition and competitive conditions among lenders. Prepayments cannot be predicted with accuracy. Prepayments may result in the Funds investing in floating rate loans and debt securities with lower yields.
Loans, Loan Participations and Assignments. Loans and loan participations are interests in amounts owed by a corporate, governmental or other borrowers to another party. They may represent amounts owed to lenders or lending syndicates, to suppliers of goods or services, or to other parties. A Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations, a Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, a Fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, a Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
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When a Fund purchases assignments from lenders, it acquires direct rights against the borrower on the loan. However, because assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by a Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. In addition, if the loan is foreclosed, a Fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral.
Investments in loans, loan participations and assignments present the possibility that the Fund could be held liable as a co-lender under emerging legal theories of lender liability. The Funds anticipate that loans, loan participations and assignments could be sold only to a limited number of institutional investors. If there is no active secondary market for a loan, it may be more difficult to sell the interests in such a loan at a price that is acceptable or to even obtain pricing information. In addition, some loans, loan participations and assignments may not be rated by major rating agencies. Loans held by a Fund might not be considered securities for purposes of the Securities Act of 1933, as amended (the 1933 Act) or the Securities Exchange Act of 1934, as amended, (the Exchange Act) and therefore a risk exists that purchasers, such as the Fund, may not be entitled to rely on the anti-fraud provisions of those Acts.
Public Bank Loans. Public bank loans are privately negotiated loans for which information about the issuer has been made publicly available. Public loans are made by banks or other financial institutions, and may be rated investment grade (as defined above in Investment Grade Debt Obligations) or below investment grade. However, public bank loans are not registered under the 1933 Act, and are not publicly traded. They usually are second lien loans normally lower in priority of payment to senior loans, but have seniority in a companys capital structure to other claims, such as subordinated corporate bonds or publicly-issued equity so that in the event of bankruptcy or liquidation, the company is required to pay down these second lien loans prior to such other lower-ranked claims on their assets. Bank loans normally pay floating rates that reset frequently, and as a result, protect investors from increases in interest rates.
Bank loans generally are negotiated between a borrower and several financial institutional lenders represented by one or more lenders acting as agent of all the lenders. The agent is responsible for negotiating the loan agreement that establishes the terms and conditions of the loan and the rights of the borrower and the lenders, monitoring any collateral, and collecting principal and interest on the loan. By investing in a loan, a Fund becomes a member of a syndicate of lenders. Certain bank loans are illiquid, meaning the Fund may not be able to sell them quickly at a fair price. Illiquid securities are also difficult to value. To the extent a bank loan has been deemed illiquid, it will be subject to a Funds restrictions on investment in illiquid securities. The secondary market for bank loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Bank loans are subject to the risk of default. Default in the payment of interest or principal on a loan will result in a reduction of income to a Fund, a reduction in the value of the loan, and a potential decrease in the Funds net asset value. The risk of default will increase in the event of an economic downturn or a substantial increase in interest rates. Bank loans are subject to the risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments. As discussed above, however, because bank loans reside higher in the capital structure than high yield bonds, default losses have been historically lower in the bank loan market. Bank loans that are rated below investment grade share the same risks of other below investment grade securities.
Structured Notes and Indexed Securities. Structured notes are derivative debt instruments, the interest rate or principal of which is linked to currencies, interest rates, commodities, indices or other financial indicators (reference instruments). Indexed securities may include structured notes and other securities wherein the interest rate or principal is determined by a reference instrument.
Most structured notes and indexed securities are fixed income securities that have maturities of three years or less. The interest rate or the principal amount payable at maturity of an indexed security may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared with a fixed interest rate. The reference instrument need not be related to the terms of the indexed security. Structured notes and indexed securities may be positively or negatively indexed (i.e., their principal value or interest rates may increase or decrease if the underlying reference instrument appreciates), and may have return characteristics similar to direct investments in the underlying reference instrument or to one or more options on the underlying reference instrument.
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Structured notes and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. In addition to the credit risk of the structured note or indexed securitys issuer and the normal risks of price changes in response to changes in interest rates, the principal amount of structured notes or indexed securities may decrease as a result of changes in the value of the underlying reference instruments. Further, in the case of certain structured notes or indexed securities in which the interest rate, or exchange rate in the case of currency, is linked to a reference instrument, the rate may be increased or decreased or the terms may provide that, under certain circumstances, the principal amount payable on maturity may be reduced to zero resulting in a loss to a Fund.
Investments in Commodity-Linked Notes. A commodity-linked note is a derivative instrument that has characteristics of a debt security and of a commodity-linked derivative. A commodity-linked note typically provides for interest payments and a principal payment at maturity linked to the price movement of the underlying commodity, commodity index or commodity futures or option contract.
Qualifying Hybrid Instruments. An Underlying Fund may invest in commodity-linked notes that are considered to be qualifying hybrid instruments excluded from regulation under the Commodity Exchange Act and the regulations adopted thereunder.
Principal Protection. Commodity-linked notes may be principal protected, partially protected, or offer no principal protection. A principal protected commodity-linked note means that the issuer will pay, at a minimum, the par value of the note at maturity. Therefore, if the commodity value to which the commodity-linked note is linked declines over the life of the note, an Underlying Fund will receive at maturity the face or stated value of the note.
With a principal protected commodity-linked note, an Underlying Fund will receive at maturity the greater of the par value of the note or the value of the underlying commodity or index. This protection is, in effect, an option whose value is subject to the volatility and price level of the underlying commodity. This optionality can be added to the notes structure, but only for a cost higher than that of a partially protected (or no protection) commodity-linked note. The Underlying Funds decision on whether to use principal protection depends in part on the cost of the protection. In addition, the protection feature depends upon the ability of the issuer to meet its obligation to buy back the security, and therefore depends on the creditworthiness of the issuer.
With full principal protection, an Underlying Fund will receive at maturity of the commodity-linked note either the stated par value of the commodity-linked note, or potentially, an amount greater than the stated par value if the underlying commodity, index, futures or option contract or other underlying economic variable increases in value. Partially protected commodity-linked notes may suffer some loss of principal if the underlying commodity, index, futures or options contract or other economic variable declines in value during the term of the note. However, partially protected commodity-linked notes have a specified limit as to the amount of principal that they may lose.
Commodity-Linked Notes Without Principal Protection. An Underlying Fund may also invest in commodity-linked notes that offer no principal protection. At maturity, there is a risk that the underlying commodity price, futures or option contract, index or other economic variable may have declined sufficiently in value such that some or all of the face value of the commodity-linked note might not be returned. Some of the commodity-linked notes that the fund may invest in may have no principal protection and the note could lose all of its value.
With a partially-protected or no-principal-protection commodity-linked note, an Underlying Fund may receive at maturity an amount less than the notes par value if the commodity, index or other economic variable value to which the note is linked declines over the term of the note. An Underlying Funds manager or sub-adviser, at its discretion, may invest in a partially protected principal commodity-linked note or a note without principal protection. In deciding to purchase a note without principal protection, the manager or sub-adviser may consider, among other things, the expected performance of the underlying commodity futures or option contract, index or other economic variable over the term of the note, the cost of the note, and any other economic factors which the manager or sub-adviser believes are relevant.
Limitations on Leverage. Some of the commodity-linked notes in which an Underlying Fund invests may involve leverage. To avoid being subject to undue leverage risk, the fund will seek to limit the amount of economic leverage it has under one commodity-linked note in which it invests and the leverage of the funds overall portfolio. The Underlying Fund will not invest in a commodity-linked note if, at the time of purchase:
1. |
the notes leverage ratio exceeds 300% of the price increase in the underlying commodity, futures or option contract, index or other economic variable; |
2. |
the Underlying Funds portfolio leverage ratio exceeds 150%, measured at the time of purchase. |
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Leverage ratio is the expected increase in the value of a commodity-linked note, assuming a one percent price increase in the underlying commodity, commodity index or other economic factor. In other words, for a commodity-linked note with a leverage factor of 150%, a 1% gain in the underlying economic variable would be expected to result in a 1.5% gain in value for the commodity-linked note. Portfolio leverage ratio is defined as the average (mean) leverage ratio of all instruments in the Funds portfolio as measured by their notional values.
The Underlying Funds use of commodity-linked notes and other commodity-linked derivatives is also subject to regulatory requirements that are intended to reduce the effects of the instruments economic leverage. For more information, see Commodity Exchange Act (CEA) Regulation and Exclusions below.
Counterparty Risk. A significant risk of commodity-linked notes is counterparty risk. The Underlying Fund will take on the counterparty credit risk of the issuer. That is, at maturity of a commodity-linked note, there is a risk that the issuer may be unable to perform its obligations under the terms of the commodity-linked note. Issuers of commodity-linked notes are typically large money center banks, broker-dealers, other financial institutions and large corporations. To minimize this risk an Underlying Fund will transact, to the extent possible, with issuers who have an investment-grade credit rating from an NRSRO.
U.S. Corporate Debt Obligations. Corporate debt obligations in which the Funds may invest are debt obligations issued or guaranteed by corporations that are denominated in U.S. dollars. Such investments may include, among others, commercial paper, bonds, notes, debentures, variable rate demand notes, master notes, funding agreements and other short-term corporate instruments. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Variable rate demand notes are securities with a variable interest which is readjusted on pre-established dates. Variable rate demand notes are subject to payment of principal and accrued interest (usually within seven days) on a Funds demand. Master notes are negotiated notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes in specified interest rates or be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Funding agreements are agreements between an insurance company and a Fund covering underlying demand notes. Although there is no secondary market in funding agreements, if the underlying notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes and funding agreements are generally illiquid and therefore subject to the Funds percentage limitation for investments in illiquid securities.
Real Estate Investment Trusts (REITs). REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interest therein. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States, or both. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments.
Investments in REITs may be subject to many of the same risks as direct investments in real estate. These risks include difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real estate directly as a result of a default on the REIT interests or obligations it owns.
In addition to the risks of direct real estate investment described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. REITs are also subject to the following risks: they are dependent upon management skill and on cash flows; are not diversified; are subject to defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act; and are subject to interest rate risk. A Fund that invests in REITs will bear a proportionate share of the expenses of the REITs.
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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.
Some of the Underlying Funds can invest in real estate development companies and operating companies in addition to REITs. They can also buy shares of companies engaged in other real estate businesses.
Other Investment Companies. The 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. These restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company and will be subject to the risks associated with the portfolio investments of the underlying investment company.
In December 2018, the SEC issued a proposed rulemaking package related to investments in other investment vehicles that, if adopted, could require certain Funds to adjust their investments accordingly. These adjustments may have an impact on the Funds investment performance, strategy and process as well as those of the underlying investment vehicles.
Limited Partnerships. A limited partnership interest entitles the Fund to participate in the investment return of the partnerships assets as defined by the agreement among the partners. As a limited partner, the Fund generally is not permitted to participate in the management of the partnership. However, unlike a general partner whose liability is not limited, a limited partners liability generally is limited to the amount of its commitment to the partnership.
Master Limited Partnership (MLPs). Operating earnings flow directly to the unitholders of MLPs in the form of cash distributions. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market (OTC). The ability to trade on a public exchange or in the OTC market provides a certain amount of liquidity not found in many limited partnership investments. Operating earnings flow directly to the unitholders of MLPs in the form of cash distributions.
The risks of investing in an MLP are similar to those of investing in a partnership and include less restrictive governance and regulation, and therefore less protection for the MLP investor, than investors in a corporation. Additional risks include those risks traditionally associated with investing in the particular industry or industries in which the MLP invests.
Private Investments in Public Equity. Private investments in public equity (PIPES) are equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class. Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and a Fund cannot freely trade the securities. Generally, such restrictions cause the PIPES to be illiquid during this time. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
Defaulted Securities. Defaulted securities are debt securities on which the issuer is not currently making interest payments. In order to enforce its rights in defaulted securities, a Fund may be required to participate in legal proceedings or take possession of and manage assets securing the issuers obligations on the defaulted securities. This could increase a Funds operating expenses and adversely affect its net asset value. Risks of defaulted securities may be considerably higher as they are generally unsecured and subordinated to other creditors of the issuer. Any investments by the Funds in defaulted securities generally will also be considered illiquid securities subject to the limitations described herein, except as otherwise may be determined under the Trusts applicable policies and procedures.
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Municipal Forward Contracts. A municipal forward contract is a Municipal Security which is purchased on a when-issued basis with longer-than-standard settlement dates, in some cases taking place up to five years from the date of purchase. The buyer, in this case the Fund, will execute a receipt evidencing the obligation to purchase the bond on the specified issue date, and must segregate cash to meet that forward commitment.
Municipal forward contracts typically carry a substantial yield premium to compensate the buyer for the risks associated with a long when-issued period, including shifts in market interest rates that could materially impact the principal value of the bond, deterioration in the credit quality of the issuer, loss of alternative investment options during the when-issued period and failure of the issuer to complete various steps required to issue the bonds.
Variable or Floating Rate Instruments. Variable or floating rate instruments are securities that provide for a periodic adjustment in the interest rate paid on the obligation. The interest rates for securities with variable interest rates are readjusted on set dates (such as the last day of the month or calendar quarter) and the interest rates for securities with floating rates are reset whenever a specified interest rate change occurs. Variable or floating interest rates generally reduce changes in the market price of securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as market interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate securities than for fixed rate obligations. Many securities with variable or floating interest rates have a demand feature allowing a Fund to demand payment of principal and accrued interest prior to its maturity. The terms of such demand instruments require payment of principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the applicable rating standards of the Funds. A Funds Adviser, or Sub-Adviser, as applicable, may determine that an unrated floating rate or variable rate demand obligation meets the Funds rating standards by reason of being backed by a letter of credit or guarantee issued by a bank that meets those rating standards.
The secondary market for certain floating rate loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods (in some cases, longer than seven days). Certain floating rate loans held by the Funds might not be considered securities for purposes of the Exchange Act and therefore a risk exists that purchasers, such as the Funds, may not be entitled to rely on the anti-fraud provisions of those Acts.
Inverse Floating Rate Obligations. The inverse floating rate obligations in which a Fund may invest are typically created through a division of a fixed-rate municipal obligation into two separate instruments, a short-term obligation and a long-term obligation. The interest rate on the short-term obligation is set at periodic auctions. The interest rate on the long-term obligation which the Fund may purchase is the rate the issuer would have paid on the fixed-income obligation, (i) plus the difference between such fixed rate and the rate on the short term obligation, if the short-term rate is lower than the fixed rate; or (ii) minus such difference if the interest rate on the short-term obligation is higher than the fixed rate. These securities have varying degrees of liquidity and the market value of such securities generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity. These securities tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, inverse floating rate obligations typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. These securities usually permit the investor to convert the floating rate security counterpart to a fixed rate (normally adjusted downward), and this optional conversion feature may provide a partial hedge against rising rates if exercised at an opportune time.
Zero Coupon and Pay-in-Kind Securities. Zero coupon securities do not pay interest or principal until final maturity, unlike debt securities that traditionally provide periodic payments of interest (referred to as a coupon payment). Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. Zero coupon and pay-in-kind securities may be subject to greater fluctuation in value and lower liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. Investors may purchase zero coupon and pay-in-kind securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents original issue discount on the security.
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Premium Securities. Premium securities are securities bearing coupon rates higher than the then prevailing market rates.
Premium securities are typically purchased at a premium, in other words, at a price greater than the principal amount payable on maturity. A Fund will not amortize the premium paid for such securities in calculating its net investment income. As a result, in such cases the purchase of premium securities provides a Fund a higher level of investment income distributable to shareholders on a current basis than if the Fund purchased securities bearing current market rates of interest. However, the yield on these securities would remain at the current market rate. If securities purchased by a Fund at a premium are called or sold prior to maturity, the Fund will realize a loss to the extent the call or sale price is less than the purchase price. Additionally, a Fund will realize a loss of principal if it holds such securities to maturity.
Stripped Income Securities. Stripped Income Securities are obligations representing an interest in all or a portion of the income or principal components of an underlying or related security, a pool of securities, or other assets. Stripped income securities may be partially stripped so that each class receives some interest and some principal. However, they may be completely stripped, where one class will receive all of the interest (the interest only class or the IO class), while the other class will receive all of the principal (the principal-only class or the PO class).
The market values of stripped income securities tend to be more volatile in response to changes in interest rates than are conventional income securities. In the case of mortgage-backed stripped income securities, the yields to maturity of the IO and PO classes may be very sensitive to principal repayments (including prepayments) on the underlying mortgages resulting in a Fund being unable to recoup its initial investment or resulting in a less than anticipated yield. The market for stripped income securities may be limited, making it difficult for the Fund to dispose of its holding at an acceptable price.
Privatizations. The governments of certain foreign countries have, to varying degrees, embarked on privatization programs to sell part or all of their interests in government owned or controlled companies or enterprises (privatizations). A Funds investments in such privatizations may include: (i) privately negotiated investments in a government owned or controlled company or enterprise; (ii) investments in the initial offering of equity securities of a government owned or controlled company or enterprise; and (iii) investments in the securities of a government owned or controlled company or enterprise following its initial equity offering.
In certain foreign countries, the ability of foreign entities such as a Fund to participate in privatizations may be limited by local law, or the terms on which a Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies and enterprises currently owned or controlled by them, that privatization programs will be successful, or that foreign governments will not re-nationalize companies or enterprises that have been privatized. If large blocks of these enterprises are held by a small group of stockholders the sale of all or some portion of these blocks could have an adverse effect on the price.
Participation Notes. Participation notes, also known as participation certificates, are issued by banks or broker-dealers and are designed to replicate the performance of foreign companies or foreign securities markets and can be used by the Funds as an alternative means to access the securities market of a country. Participation notes are generally traded OTC. The performance results of participation notes will not replicate exactly the performance of the foreign company or foreign securities market that they seek to replicate due to transaction and other expenses. Investments in participation notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities market that they seek to replicate. In addition, participation notes are subject to counterparty risk, currency risk, and reinvestment risk. Counterparty risk is the risk that the broker-dealer or bank that issues them will not fulfill its contractual obligation to complete the transaction with a Fund. Participation notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, and a Fund is relying on the creditworthiness of such banks or broker-dealers and has no rights under a participation note against the issuer of the underlying assets. Additionally, there is a currency risk since the dollar value of a Funds foreign investments will be affected by changes in the exchange rates between the dollar and (a) the currencies in which the notes are denominated, such as euro denominated participation notes, and (b) the currency of the country in which foreign company sits. Also, there is a reinvestment risk because the amounts from the note may be reinvested in a less valuable investment when the note matures.
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Forward Commitments, When-Issued and Delayed Delivery Securities. Each 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 rolls, 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 that 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. No specific limitation exists as to the percentage of a Funds assets which may be used to acquire securities on a when-issued and delayed delivery basis.
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 margin 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 2020 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 a Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor its commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the forward commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. 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. A short sale involves the sale of a security which a Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, a Fund must borrow the security from a broker. The Fund normally closes a short sale by purchasing an equivalent number of shares of the borrowed security on the open market and delivering them to the broker. A short sale is typically 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.
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To secure its obligation to deliver the securities sold short to the broker, a Fund will be required to deposit cash or liquid securities with the broker. In addition, the Fund may have to pay a premium to borrow the securities, and while the loan of the security sold short is outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares sold short. In addition to maintaining collateral with the broker, a Fund will earmark or segregate an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. The collateral will be marked to market daily. The amounts deposited with the broker or segregated with the custodian do not have the effect of limiting the amount of money that the Fund may lose on a short sale. Short sale transactions covered in this manner are not treated as senior securities for purposes of the 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. The Fund may not always be able to borrow a security the Fund seeks to sell short at a particular time or at an acceptable price. It is possible that the market value of the securities the Fund holds in long positions will decline at the same time that the market value of the securities the Fund has sold short increases, thereby increasing the Funds potential volatility. 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.
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 MattersTax MattersTax Treatment of Portfolio TransactionsOptions, 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.
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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.
Lending Portfolio Securities. A 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. A 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, a Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If a 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 a 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. A 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 MattersTax MattersTax Treatment of Portfolio TransactionsSecurities lending.
Repurchase Agreements. 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 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 a 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.
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.
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.
Rule 144A Securities. Rule 144A securities are securities which, while privately placed, are eligible for purchase and resale pursuant to Rule 144A under the 1933 Act. This Rule permits certain qualified institutional buyers, such as the Funds, to trade in privately placed securities even though such securities are not registered under the 1933 Act. Pursuant to Rule 22e-4 under the 1940 Act, a Fund will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Funds restriction on investment in illiquid securities. The determination of whether a Rule 144A security is liquid or illiquid will take into account relevant market, trading, and investment-specific considerations consistent with applicable SEC guidance. Additional factors that may be considered include: the (i) frequency of trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Investing in Rule 144A securities could increase the amount of a Funds investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities.
Reverse Repurchase Agreements. Reverse repurchase agreements are agreements that involve the sale of securities held by a Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund will repurchase the securities at an agreed upon price and date. During the reverse repurchase agreement period, a Fund continues to receive interest and principal payments on the securities sold. A Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or (iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction.
Reverse repurchase agreements are a form of leverage and involve the risk that the market value of securities to be purchased by a Fund may decline below the price at which the Fund is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Fund is delayed or prevented from completing the transaction. Leverage may make a Funds returns more volatile and increase the risk of loss. At the time a Fund enters into a reverse repurchase agreement, it will segregate, and maintain, liquid assets having a dollar value equal to the repurchase price, if specified, or the value of proceeds received on any sale subject to the repurchase plus accrued interest. This practice of segregating assets is referred to as cover. Reverse repurchase agreements covered in this manner are not treated as senior securities for purposes of a Funds fundamental investment limitation on senior securities and borrowings. The liquidity of a Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Funds otherwise liquid assets is used as cover or pledged to the counterparty as collateral. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Funds use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities.
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Mortgage Dollar Rolls. A mortgage dollar roll (a dollar roll) is a type of transaction that involves the sale by a Fund of a mortgage-backed security to a financial institution such as a bank or broker dealer, with an agreement that the Fund will repurchase a substantially similar (i.e., same type, coupon and maturity) security at an agreed upon price and date. The mortgage securities that are purchased will bear the same interest rate as those sold, but will generally be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, a Fund will not be entitled to receive interest or principal payments on the securities sold but is compensated for the difference between the current sales price and the forward price for the future purchase. A Fund typically enters into a dollar roll transaction to enhance the Funds return either on an income or total return basis or to manage pre-payment risk.
Dollar roll transactions involve the risk that the market value of the securities retained by a Fund may decline below the price of the securities that the Fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll transaction files for bankruptcy or becomes insolvent, a Funds use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. At the time a Fund enters into a dollar roll transaction, a sufficient amount of assets held by the Fund will be segregated to meet the forward commitment. Dollar roll transactions covered in this manner are not treated as senior securities for purposes of a Funds fundamental investment limitation on senior securities and borrowings.
Unless the benefits of the sale exceed the income, capital appreciation or gains on the securities sold as part of the dollar roll, the investment performance of a Fund will be less than what the performance would have been without the use of dollar rolls. The benefits of dollar rolls may depend upon the Advisers or Sub-Advisers ability to predict mortgage repayments and interest rates. There is no assurance that dollar rolls can be successfully employed.
Standby Commitments. Under a standby commitment, a bank or dealer would agree to purchase, at the Funds option, specified securities at a specified price. Standby commitments generally increase the cost of the acquisition of the underlying security, thereby reducing the yield. Standby commitments depend upon the issuers ability to fulfill its obligation upon demand. Although no definitive creditworthiness criteria are used for this purpose, Invesco reviews the creditworthiness of the banks and other municipal securities dealers from which the Funds obtain standby commitments in order to evaluate those risks.
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 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 a 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 a 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 a 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
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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 these 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:
Invesco has claimed an exclusion from the definition of 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 CTA under the CEA and the rules of the CFTC with respect to the Funds.
The terms of the CPO exclusion require the Funds, among other things, to adhere to certain limits on its investments in commodity interests. Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards, as further described below. Because Invesco and the Funds intend to comply with the terms of the CPO exclusion, the Funds may, in the future, need to adjust their investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Funds are not intended as 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 or this SAI.
Generally, the exclusion from CPO regulation on which Invesco relies requires the Funds to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the Funds positions in commodity interests may not exceed 5% of the 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 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 obligation; 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. A Fund will not enter into a derivative transaction with any counterparty that Invesco and/or the Sub-Adviser believes does not have the financial resources to honor its obligations under the transaction. Invesco monitors the financial stability of counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the financial stability of the guarantor instead of the counterparty. If a counterpartys creditworthiness declines, the value of the derivative would also likely decline, potentially resulting in losses to a Fund.
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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 a Fund.
Pricing Risk: The risk that the value of a particular derivative does not move in tandem or as otherwise expected relative to the corresponding underlying instruments.
Risks of Potential Increased Regulation of Derivatives: The regulation of derivatives is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
It is not possible to predict fully the effects of current or future regulation. However, it is possible that developments in government regulation of various types of derivative instruments, such as speculative position limits on certain types of derivatives, or limits or restrictions on the counterparties with which the 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 MattersTax MattersTax 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. Generally, swap agreements are contracts between a Fund and another party (the counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (FCM) and cleared through a clearing house that serves as a central counterparty (for a cleared swap). In a basic swap transaction, a 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.
An Underlying Fund will only enter into swap agreements with counterparties who use standard International Swap and Dealers Association, Inc. (ISDA) contract documentation. ISDA establishes industry standards for the documentation of swap agreements. Virtually all principal swap participants use ISDA documentation because it has an established set of definitions, contract terms and counterparty obligations, including provisions for master netting agreements.
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.
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.
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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 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.
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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 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.
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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 a 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. A Fund will typically make or lose money on a volatility swap depending on the magnitude of the reference assets volatility, or size of the movements in its price, over a specified time period, rather than general increases or decreases in the price of the reference asset. Volatility swaps are often used to speculate on future volatility levels, to trade the spread between realized and expected volatility, or to decrease the volatility exposure of other investments held by a 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 a 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. 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.
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The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions.
A Fund may effectively terminate its right or obligation under an option by entering into an offsetting closing transaction. For example, a Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. Closing transactions permit a Fund to realize profits or limit losses on an option position prior to its exercise or expiration.
Options may be either listed on an exchange or traded in OTC markets. Listed options are tri-party contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates and differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time; therefore the Fund may be required to treat some or all OTC options as illiquid securities. Although a Fund will enter into OTC options only with dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to exercise or expiration. In the event of insolvency of the dealer, a Fund might be unable to close out an OTC option position at any time prior to its expiration.
Types of Options:
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, a 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.
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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, 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 would 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; purchase put options on underlying securities, contracts or currencies against which it has written other put options; or speculate on the value of a security, currency, contract, index or quantitative measure. The premium paid for the put option and any transaction costs would reduce any profit realized when the 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.
Up to 25% of Invesco Oppenheimer Main Street Small Cap Funds total assets can be subject to call options the Fund sells. Invesco Oppenheimer Main Street Small Cap Fund will not sell put options if more than 50% of the Funds net assets would be required to be segregated to cover such options. Invesco Oppenheimer Main Street Small Cap Fund can buy a put or call option only if, after the purchase, the value of all call and put options held by the Fund will not exceed 5% of the Funds total assets.
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Straddles/Spreads/Collars
Spread and straddle options transactions. In spread transactions, a Fund buys and writes a put or buys and writes a call on the same underlying instrument with the options having different exercise prices, expiration dates, or both. In straddles, a Fund purchases a put option and a call option or writes a put option and a call option on the same instrument with the same expiration date and typically the same exercise price. When a Fund engages in spread and straddle transactions, it seeks to profit from differences in the option premiums paid and received and in the market prices of the related options positions when they are closed out or sold. Because these transactions require the Fund to buy and/or write more than one option simultaneously, the Funds ability to enter into such transactions and to liquidate its positions when necessary or deemed advisable may be more limited than if the Fund were to buy or sell a single option. Similarly, costs incurred by the Fund in connection with these transactions will in many cases be greater than if the Fund were to buy or sell a single option.
Option Collars. A Fund also may use option collars. A collar position combines a put option purchased by the Fund (the right of the Fund to sell a specific security within a specified period) with a call option that is written by the Fund (the right of the counterparty to buy the same security) in a single instrument. The Funds right to sell the security is typically set at a price that is below the counterpartys 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. A warrant gives the holder the right to purchase securities from the issuer at a specific price within a certain time frame and is similar to a call option. The main difference between warrants and call options is that warrants are issued by the company that will issue the underlying security, whereas options are not issued by the company. Young, unseasoned companies often issue warrants to finance their operations.
Rights. Rights are equity securities representing a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance, before the stock is offered to the general public. A stockholder who purchases rights may be able to retain the same ownership percentage after the new stock offering. A right usually enables the stockholder to purchase common stock at a price below the initial offering price. A Fund that purchases a right takes the risk that the right might expire worthless because the market value of the common stock falls below the price fixed by the right.
Invesco Oppenheimer Main Street Small Cap Fund can invest up to 5% of its total assets in rights and warrants, not including rights and warrants the Fund acquires as part of securities units or that are attached to other securities the Fund buys.
Futures Contracts. A futures contract is a standard binding agreement to buy or sell a specified amount of a specified security, currency, or 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 a Fund in order to initiate futures contracts trading and maintain its open positions in futures contracts. A margin deposit made when the futures contract is entered (initial margin) is intended to ensure the Funds performance under the futures contract. The margin required for a particular futures contract is set by the exchange on which the futures contract is traded and may be significantly modified from time to time by the exchange during the term of the futures contract.
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Subsequent payments, called variation margin, received from or paid to the FCM through which a Fund enters into the futures contract will be made on a daily basis as the futures price fluctuates making the futures contract more or less valuable, a process known as marking-to-market. When the futures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full 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 a Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a futures contract. The assets of a Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Closing out an open futures contract is effected by entering into an offsetting futures contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the futures contract.
In addition, if a Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
Types of Futures Contracts:
Commodity Futures: A commodity futures contract is an exchange-traded contract to buy or sell a particular commodity at a specified price at some time in the future. Commodity futures contracts are highly volatile; therefore, the prices of a Funds shares may be subject to greater volatility to the extent it invests in commodity futures.
Currency Futures. A currency futures contract is a standardized, exchange-traded contract to buy or sell a particular currency at a specified price at a future date (commonly three months or more). Currency futures contracts may be highly volatile and thus result in substantial gains or losses to the Fund.
A Fund may either exchange the currencies specified at the maturity of a currency futures contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. A Fund may also enter into currency futures contracts that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount. Closing transactions with respect to currency futures contracts are usually effected with the counterparty to the original currency futures contract.
Index Futures. 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. Index futures can be based on stock, bond, or other indices. Such indices cannot be purchased or sold directly.
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.
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Dividend Futures: A dividend futures contract is an exchange-traded contract to purchase or sell an amount equal to the total dividends paid by a selected security, basket of securities or index, over a period of time for a specified price that is based on the expected dividend payments from the selected security, basket of securities or index.
Security Futures. A security futures contract is an exchange-traded contract to purchase or sell, in the future, a specified quantity of a security (other than a Treasury security) or a narrow-based securities index at a certain price.
Options on Futures Contracts. Options on futures contracts are similar to options on securities or currencies except that options on futures contracts give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures contract margin account.
Pursuant to federal securities laws and regulations, a Funds use of futures contracts and options on futures contracts may require the Fund to set aside assets to reduce the risks associated with using futures contracts and options on futures contracts. This process is described in more detail above in the section Derivatives.
Forward Foreign Currency Contracts. A forward foreign currency contract is an obligation to buy or sell a particular currency in exchange for another currency, which may be U.S. dollars, at a specified price at a future date. Forward foreign currency contracts are typically individually negotiated and privately traded by currency traders and their customers in the interbank market. A Fund may enter into forward foreign currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally.
At the maturity of a forward foreign currency contract, a Fund may either exchange the currencies specified at the maturity of the contract or, prior to maturity, a Fund may enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward foreign currency contracts are usually effected with the counterparty to the original forward contract. A Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies but instead provide for settlement by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards).
The Funds will comply with guidelines established by the SEC with respect to cover requirements of forward foreign currency contracts (See Derivatives above).
With respect to forward foreign currency contracts that are contractually required to cash-settle (i.e., a non-deliverable forward (NDF) or the synthetic equivalent thereof), however, a Fund may set aside liquid assets in an amount equal to the Funds daily mark-to-market obligation (i.e., the Funds daily net liabilities, if any), rather than the contracts full notional value. By setting aside assets equal to its net obligations under forward foreign currency contracts that are cash-settled or treated as being cash-settled, 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. Segregated assets cannot be sold or transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them. As a result, there is a possibility that segregation of a large percentage of a Funds assets could impede portfolio management or the Funds ability to meet redemption requests or other current obligations.
Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered swaps, and therefore are included in the definition of commodity interests. Although non-deliverable forwards have historically been traded in the OTC market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. For more information on central clearing and trading of cleared swaps, see Swaps and Risks of Potential Increased Regulation of Derivatives. Forward foreign currency contracts that qualify as deliverable forwards are not regulated as swaps for most purposes, and are not included in the definition of commodity interests. However these forwards are subject to some requirements applicable to swaps, including reporting to swap data repositories, documentation requirements, and business conduct rules applicable to swap dealers. CFTC regulation of forward foreign currency contracts, especially non-deliverable forwards, may restrict a Funds ability to use these instruments in the manner described above or subject Invesco to CFTC registration and regulation as a CPO.
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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 the 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-Adviser to cause a Fund to buy or sell securities of the issuer on behalf of the Fund for substantial periods of time. This may impact a Funds ability to realize profit or avoid loss with respect to the issuer and may adversely affect a 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 Adviser or Sub-Advisers would be restricted from trading on the basis of such material nonpublic information, limiting their flexibility in managing a Fund and possibly impacting Fund performance.
The Funds, like all companies, may be susceptible to operational and information security risks. Cybersecurity failures or breaches of the Funds or their service providers or the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. The Funds and their shareholders could be negatively impacted as a result.
Fundamental Restrictions. Except as otherwise noted below, each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Funds outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Funds shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Funds outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.
(1) The Fund is a diversified company as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the 1940 Act Laws and Interpretations) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(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.
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(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase or sell physical commodities except to the extent permitted by the 1940 Act and any other governing statute, and by the rules thereunder, and by the SEC or other regulatory agency with authority over the Fund.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.
(8) The Fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund.
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.
For purposes of the Funds fundamental restriction related to physical commodities above, the Fund is currently permitted to invest in futures, swaps and other instruments on physical commodities to the extent disclosed in the Funds Prospectus or SAI.
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 the 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.
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(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) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, each Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objective, policies, and restrictions as the Fund.
(4) 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.
(5) In complying with the fundamental restriction with regard to making loans, each Fund may lend up to 33 1/3% of its total assets and may lend money to a Fund, on such terms and conditions as the SEC may require in an exemptive order.
(6) Invesco Oppenheimer Main Street Small Cap 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.
(7) Invesco Oppenheimer Main Street Small Cap Fund invests, under normal circumstances, at least 80% of its assets in securities of small-cap companies.
For purposes of the foregoing, assets means net assets, plus the amount of any borrowings for investment purposes. Derivatives and other instruments that have economic characteristics similar to the securities described above for a Fund may also be counted towards that Funds 80% policy. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
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.
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. The following predecessor fund experienced significant variation in portfolio turnover during the two most recently completed fiscal years ended April 30 due to maintaining the allocation to the Underlying Funds.
Fund |
2019 | 2018 | ||||||
Oppenheimer International Diversified Fund1 |
7 | % | 30 | % |
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
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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/us1.
Information |
Approximate Date of Website Posting |
Information Remains Posted on Website |
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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 |
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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 |
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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.
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.
1 |
To locate the Funds portfolio holdings, go to 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 and then click on the Fund Materials tab. A link to the Funds portfolio holdings is located under the Holdings column. |
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; |
|
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.
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 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.
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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 and Vice Chair
Martin L. Flanagan has been a member of the Board of Trustees and Vice Chair of the Invesco Funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of Invesco Ltd.
Mr. Flanagan joined Invesco, Ltd. from Franklin Resources, Inc., where he was president and co-chief executive officer from January 2004 to July 2005. Previously he had been Franklins co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999.
Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co.
Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and a member of the executive board at the SMU Cox School of Business.
The Board believes that Mr. Flanagans long experience as an executive in the investment management area benefits the Funds.
Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds since 2006. Mr. Taylor is Vice Chair of Invesco Ltd. He previously headed Invescos North American retail business as Senior Managing Director of Invesco Ltd. from April 2006 to March 2019. He also previously served as chief executive officer of Invesco Trimark Investments from January 2002 to January 2011.
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.
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The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his extensive experience in managing public companies and familiarity with investment companies.
David C. Arch, Trustee
David C. Arch has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex.
Mr. Arch is the Chairman of Blistex Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Board of the Illinois Manufacturers Association and a member of the World Presidents Organization.
The Board believes that Mr. Archs experience as the CEO of a public company and his experience with investment companies benefits the Funds.
Beth Ann Brown, Trustee
Beth Ann Brown has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2016 to 2019, Ms. Brown served on the boards of certain investment companies in the Oppenheimer Funds complex.
Ms. Brown has served as Director of Caron Engineering, Inc. since 2018 and as an Independent Consultant since September 2012. Since 2013, she has also served as Vice President and Director of Grahamtastic Connection, a non-profit organization.
Previously, Ms. Brown served in various capacities at Columbia Management Investment Advisers LLC, including Head of Intermediary Distribution, Managing Director, Strategic Relations and Managing Director, Head of National Accounts. She also served as Senior Vice President, National Account Manager from 2002-2004 and Senior Vice President, Key Account Manager from 1999 to 2002 of Liberty Funds Distributor, Inc.
From 2014 and 2017, Ms. Brown served on the Board of Advisors of Caron Engineering Inc. and also served as President and Director of Acton Shapleigh Youth Conservation Corps, a nonprofit organization, from 2012 to 2015.
The Board believes that Ms. Browns experience in financial services and investment management and as a director of other 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.
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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.
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.
Elizabeth Krentzman, Trustee
Elizabeth Krentzman has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2014 to 2019, Ms. Krentzman served on the boards of certain investment companies in the Oppenheimer Funds complex.
Ms. Krentzman currently serves as a member of the Board of Trustees and Audit Committee of the University of Florida National Board Foundation. She is a member of the Cartica Funds Board of Directors (private investment funds). Ms. Krentzman is also a member of the Board of Trustees and Audit Committee of the University of Florida Law Center Association, Inc.
Previously, Ms. Krentzman served from 1997 to 2004 and from 2007 and 2014 in various capacities at Deloitte & Touche LLP, including Principal and Chief Regulatory Advisor for Asset Management Services, U.S. Mutual Fund Leader and National Director of the Investment Management Regulatory Consulting Practice. She served as General Counsel of the Investment Company Institute from 2004 to 2007.
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From 1996 to 1997, Ms. Krentzman served as an Assistant Director of the Division of Investment ManagementOffice of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission. She also served from 1987 to 1996 in various positions with the Division of Investment Management Office of Regulatory Policy of the U.S. Securities and Exchange Commission and as an Associate at Ropes & Gray LLP.
The Board believes that Ms. Krentzmans legal background, experience in financial services and accounting and as a director of other investment companies benefits the Funds.
Anthony J. LaCava, Jr., Trustee
Anthony J. LaCava, Jr. has been a member of the Board of Trustees of the Invesco Funds since 2019.
Previously, Mr. LaCava served 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 benefits the Funds.
Dr. Prema Mathai-Davis, Trustee
Dr. Prema Mathai-Davis has been a member of the Board of Trustees of the Invesco Funds since 1998.
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.
Joel W. Motley, Trustee
Joel W. Motley has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2002 to 2019, Mr. Motley served on the boards of certain investment companies in the Oppenheimer Funds complex.
Since 2016, Mr. Motley has served as an independent director of the Office of Finance of the Federal Home Loan Bank System. He has been a member of the Vestry of Trinity Wall Street since 2011 and has served as Managing Director of Carmona Motley, Inc., a privately-held financial advisory firm, since January 2002.
Mr. Motley also serves as a member of the Finance and Budget Committee of the Council on Foreign Relations. He is a member of the Investment Committee and is Chairman Emeritus of the Board of Human Rights Watch and a member of the Investment Committee and the Board of Historic Hudson Valley.
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Since 2011, he has served as a Board Member and Investment Committee Member of the Pulitzer Center for Crisis Reporting, a non-profit journalism organization. Mr. Motley also serves as Director and member of the Board and Investment Committee of The Greenwall Foundation and as a Director of Friends of the LRC, a Southern Africa legal services foundation.
Previously, Mr. Motley served as Managing Director of Public Capital Advisors, LLC, a privately held financial advisory firm, from 2006 to 2017. He also served as Managing Director of Carmona Motley Hoffman Inc. a privately-held financial advisor, and served as a Director of Columbia Equity Financial Corp., a privately-held financial advisor, from 2002 to 2007.
The Board believes that Mr. Motleys experience in financial services and as a director of other investment companies 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.
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.
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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.
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. From 2013 to 2019, he was 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.
Daniel S. Vandivort, Trustee
Daniel S. Vandivort has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2014 to 2019, Mr. Vandivort served on the boards of certain investment companies in the Oppenheimer Funds complex.
Mr. Vandivort is currently Treasurer, Chairman of the Audit and Finance Committee and Trustee of the Board of Trustees at Huntington Disease Foundation of America. He also serves as President of Flyway Advisory Services LLC, a consulting and property management company.
Previously, Mr. Vandivort served as Chairman and Lead Independent Director, Chairman of the Audit Committee and Director of Value Line Funds from 2008 through 2014.
The Board believes that Mr. Vandivorts experience in financial services and investment management and as a director of other investment companies benefits the Funds.
James D. Vaughn, Trustee
James D. Vaughn has been a member of the Board of Trustees of the Invesco Funds since 2019. From 2012 to 2019, Mr. Vaughn served on the boards of certain investment companies in the Oppenheimer Funds complex.
Prior to his retirement, Mr. Vaughn served as managing partner of the Denver office of Deloitte & Touche LLP, and held various positions in the Denver and New York offices of Deloitte & Touche LLP during his 32 year career.
Mr. Vaughn has served as a Board member and Chairman of the Audit Committee of AMG National Trust Bank since 2005. He also serves as a Trustee and member of the Investment Committee of the University of South Dakota Foundation. In addition, Mr. Vaughn has served as a Board member, Audit Committee member and past Board Chair of Junior Achievement since 1993.
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Previously, Mr. Vaughn served as Trustee and Chairman of the Audit Committee of Schroder Funds from 2003 to 2012. He also previously served as a Board Member of Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network.
The Board believes that Mr. Vaughns experience in financial services and accounting and as a director of other investment companies benefits the Funds.
Christopher L. Wilson, Trustee and Vice Chair
Christopher L. Wilson has been a member of the Board of Trustees of the Invesco Funds since 2017 and has served as Vice Chair since June 10, 2019.
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.
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 nineteen Trustees, including seventeen 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.
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The Board believes that its leadership structure, including having an Independent Trustee as Chairman, allows for effective communication between the Trustees and management, among the Trustees and among the Independent Trustees. The existing Board structure, including its Committee structure, provides the Independent Trustees with effective control over Board governance while also allowing them to receive and benefit from insight from the two interested Trustees who are active officers of the Funds investment adviser. The Boards leadership structure promotes dialogue and debate, which the Board believes allows for the proper consideration of matters deemed important to the Funds and their shareholders and results in effective decision-making.
Risk Oversight. The Board considers risk management issues as part of its general oversight responsibilities throughout the year at its regular meetings and at regular meetings of its Committees. Invesco prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the Committees also receive special written reports or presentations on a variety of risk issues at the request of the Board, a Committee or the Senior Officer.
The Audit Committee is apprised by, and discusses with, management its policies on risk assessment and risk management. Such discussion includes a discussion of the guidelines governing the process by which risks are assessed and managed and an identification of each Funds major financial risk exposures. In addition, the Audit Committee meets regularly with representatives of Invesco Ltd.s internal audit group to review reports on their examinations of functions and processes within Invesco that affect the Funds.
The Compliance Committee receives regular compliance reports prepared by Invescos compliance group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. The Compliance Committee has recommended and the Board has adopted compliance policies and procedures for the Funds and for the Funds service providers. The compliance policies and procedures are designed to detect, prevent and correct violations of the federal securities laws.
The Governance Committee monitors the composition of the Board and each of its Committees and monitors the qualifications of the Trustees to ensure adherence to certain governance undertakings applicable to the Funds. In addition, the Governance Committee oversees an annual self-assessment of the Board and addresses governance risks, including insurance and fidelity bond matters, for the Trust.
The Investments Committee and its sub-committees receive regular written reports describing and analyzing the investment performance of the 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.
The members of the Audit Committee are Messrs. Arch, Crockett, LaCava, Stickel (Chair), Troccoli (Vice Chair) and Vaughn, and Mss. Hostetler, Krentzman 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 April 30, 2019, the Audit Committee held six meetings.
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The members of the Compliance Committee are Messrs. Arch (Chair), Motley, Stickel, Troccoli and Vaughn, and Mss. Brown, Hostetler, Krentzman and 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 April 30, 2019, the Compliance Committee held six meetings.
The members of the Governance Committee are Messrs. Crockett, Fields (Chair), LaCava, Vandivort and Wilson, Ms. 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 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 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 April 30, 2019, the Governance Committee held nine 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, Crockett (Chair), Fields, Flanagan, LaCava, Motley, Stickel, Taylor, Troccoli, Vandivort, Vaughn and Wilson (Vice Chair), Mss. Brown, Hostetler (Vice Chair), Krentzman, Ressel and Stern (Vice Chair) and Drs. Jones 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 April 30, 2019, 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.
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The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Fields, Motley, Vandivort and Wilson, Mss. Brown and 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 methods and determinations, and annually approving and making recommendations to the full Board regarding pricing procedures; (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 (v) receiving reports regarding actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing issues and, if appropriate, consulting with the Compliance Committee about such conflicts. During the fiscal year ended April 30, 2019, the Valuation, Distribution and Proxy Oversight Committee held four meetings.
Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
Each Trustee who is not affiliated with Invesco is compensated for his or her services according to a fee schedule that recognizes the fact that such Trustee also serves as a Trustee of other Invesco Funds. Each such Trustee receives a fee, allocated among the Invesco Funds for which he or she serves as a Trustee that consists of an annual retainer component and a meeting fee component. The Chair of the Board and of each Committee and Sub-Committee receive additional compensation for their services.
Information regarding compensation paid or accrued for each Trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 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, and Robert Leveille, the Funds Chief Compliance 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.
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If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for 10 years beginning after the later of the Former Van Kampen Trustees termination of service or attainment of age 72 (or age 60 in the event of disability or immediately in the event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1, 2010, the retirement benefit will be payable at the applicable time described in the preceding paragraph, but will be paid in two components successively. For the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of the annual retirement benefit will equal 75% of the compensation amount described in the preceding paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the second component of the annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010 through the first day of each year for which payments under this second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.
Amendment of Retirement Plan and Conversion to Defined Contribution Plan
The Trustees approved an amendment to the Retirement Plan to convert it to a defined contribution plan for active Trustees (the Amended Plan). Under the Amended Plan, the benefit amount was amended for each active Trustee to the present value of the Trustees existing retirement plan benefit as of December 31, 2013 (the Existing Plan Benefit) plus the present value of retirement benefits expected to be earned under the Retirement Plan through the end of the calendar year in which the Trustee attained age 75 (the Expected Future Benefit and, together with the Existing Plan Benefit, the Accrued Benefit). On the conversion date, the Covered Funds established bookkeeping accounts in the amount of their pro rata share of the Accrued Benefit, which is deemed to be invested in one or more 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, LaCava, Motley, Troccoli, Vandivort, Vaughn and Wilson, Mss. Hostetler and Stern and Drs. Jones and Mathai-Davis (for purposes of this paragraph only, the Deferring Trustees) have each executed a Deferred Compensation Agreement (collectively, the Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Funds, and such amounts are placed into a deferral account and deemed to be invested in one or more Invesco Funds selected by the Deferring Trustees.
Distributions from these deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from which they are deferring compensation.
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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.
Code of Ethics
Invesco, the Trust, Invesco Distributors and certain of the Sub-Advisers each have adopted a Code of Ethics that applies to all Invesco Fund trustees and officers, and employees of Invesco, the Affiliated Sub-Advisers and their affiliates, and governs, among other things, the personal trading activities of all such persons. Certain Sub-Advisers have adopted their own Code of Ethics that is designed to detect and prevent improper personal trading by portfolio managers and certain other employees that could compete with or take advantage of the Funds portfolio transactions. Unless specifically noted, to the extent a Sub-Adviser has adopted its own Code of Ethics, 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.
Proxy Voting Policies
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 Oppenheimer International Diversified Fund | Invesco Advisers, Inc. | |
Invesco Oppenheimer Main Street Small Cap Fund | Invesco Advisers, Inc. |
Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy voting policies and procedures, as outlined above, which have been reviewed and approved by the Board, and which are found in Appendix E. Any material changes to the proxy 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 for the twelve months ended June 30, will be available without charge at our web site, http://www.invesco.com/us. This information will also be available at the SEC web site, http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of 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.
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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 also serves as investment adviser for the Underlying Funds in which Invesco Oppenheimer International Diversified Fund invests. Invesco Advisers, Inc. is an indirect, wholly-owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain 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 no advisory fee from Invesco Oppenheimer International Diversified Fund.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from Invesco Oppenheimer Main Street Small Cap Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of the Fund during the year. The Fund allocates advisory fees to a class based on the relative net assets of each class.
Fund Name |
Annual Rate/Net Assets Per
Advisory Agreement |
|||||||
Invesco Oppenheimer Main Street Small Cap Fund* |
First $ | 200 million | 0.75 | % | ||||
Next $ | 200 million | 0.72 | % | |||||
Next $ | 200 million | 0.69 | % | |||||
Next $ | 200 million | 0.66 | % | |||||
Next $ | 4.2 billion | 0.60 | % | |||||
Over $ | 5 billion | 0.58 | % |
* |
The advisory fee payable by the Invesco Oppenheimer Main Street Small Cap Fund shall be reduced by any amounts paid by the Fund under the administrative services agreement with Invesco. |
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Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the end of each fiscal year.
Invesco has contractually agreed through at least June 30, 2021, 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 RisksInvestment Strategies and RisksOther InvestmentsOther Investment Companies.
Invesco also has contractually agreed through May 31, 2021 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 expense offset arrangement, if applicable). The expense limitations for the following Funds shares are:
Fund |
Annual Rate/Net
Assets Per Expense Limitation Agreement |
|||
Invesco Oppenheimer International Diversified Fund |
||||
Class A Shares |
1.29 | % | ||
Class C Shares |
2.04 | % | ||
Class R Shares |
1.54 | % | ||
Class Y Shares |
0.99 | % | ||
Class R5 Shares |
0.93 | % | ||
Class R6 Shares |
0.88 | % | ||
Invesco Oppenheimer Main Street |
||||
Small Cap Fund |
||||
Class A Shares |
1.20 | % | ||
Class C Shares |
1.94 | % | ||
Class R Shares |
1.45 | % | ||
Class Y Shares |
0.90 | % | ||
Class R5 Shares |
0.82 | % | ||
Class R6 Shares |
0.77 | % |
Acquired Fund Fees and Expenses are not operating expenses of the Funds directly, but are fees and expenses, including management fees of the investment companies in which the Funds invest. As a result, the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement may exceed a Funds expense limit.
If applicable, such contractual fee waivers or reductions are set forth in the fee table to each Funds Prospectus. Unless Invesco continues the fee waiver agreements, they will terminate as indicated above. During their terms, the fee waiver agreements cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board.
The management fees are found in Appendix G.
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to the Funds (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 (Japan) Limited (Invesco Japan)
Invesco Asset Management Deutschland GmbH (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Canada Ltd. (Invesco Canada)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
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Invesco has also entered into a Sub-Advisory Agreement with another affiliate, Invesco Capital Management LLC (Invesco Capital), also a registered investment adviser under the Advisers Act, to provide discretionary investment management services, investment advice, and/or order execution services to the Funds.
Invesco has also entered into a Sub-Advisory Agreement with another affiliate, Invesco Asset Management (India) Private Limited (Invesco India), also a registered investment adviser under the Advisers Act, to provide discretionary investment management services, investment advice, and/or order execution services to the Funds.
Invesco and each Sub-Adviser (each an Affiliated Sub-Adviser and collectively, the Affiliated Sub-Advisers) are indirect wholly-owned subsidiaries of Invesco Ltd.
The only fees payable to the Affiliated Sub-Advisers under the Sub-Advisory Agreement are for providing discretionary investment management services. For such services, Invesco will pay each Affiliated 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 Affiliated 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 Affiliated 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 fee waivers or expense limitations by Invesco, if any.
Invesco has also entered into a Sub-Advisory Agreement with OppenheimerFunds, Inc. (OFI, and together with the Affiliated Sub-Advisers, each a Sub-Adviser and collectively, the Sub-Advisers), also a registered investment adviser under the Advisers Act, to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. Under the sub-advisory agreement, the Adviser pays the Sub-Adviser a percentage of the net investment advisory fee (after all applicable waivers) that it receives from the Funds as compensation for the provision of investment advisory services. The fee paid to the Sub-Adviser under the Sub-Advisory Agreement is paid by the Adviser, not by the Funds.
Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative Services Agreement, Invesco is entitled to receive from the Funds reimbursement of its costs or such reasonable compensation. The advisory fee payable by the Invesco Oppenheimer Main Street Small Cap Fund shall be reduced by any amounts paid by the Fund under the Administrative Services Agreement. 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 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
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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. Citibank, N.A. (Citibank), 111 Wall Street, New York, New York 10005, is custodian of all securities and cash of the Invesco Oppenheimer International Diversified Fund. Citibanks responsibilities include safeguarding and controlling the Funds portfolio securities and handling the delivery of such securities to and from the Fund.
JPMorgan Chase Bank, (JPMorgan, and collectively, with Citibank, the Custodian), 4 Chase Metro Tech Center, Brooklyn, New York 11245, is custodian of all securities and cash of the Invesco Oppenheimer Main Street Small Cap Fund. JPMorgans responsibilities include safeguarding and controlling the Funds portfolio securities and handling the delivery of such securities to and from the Fund.
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. Financial statements for the predecessor funds for periods ending on or prior to May 24, 2019 were audited by the predecessor funds auditor, KPMG LLP, an independent registered public accounting firm, which is different than the Funds auditor.
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 a Fund for the administrative services that Invesco renders in connection with securities lending. Invesco has contractually agreed, however, not to charge this fee and to obtain Board approval prior to charging such fee in the future.
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Appendix H contains the following information regarding the portfolio managers identified in each Funds prospectus:
|
The dollar range of the managers investments in each Fund. |
|
A description of the managers compensation structure. |
|
Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts. |
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage allocation and other trading practices. If all or a portion of a Funds assets are managed by one or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage allocation procedures do not materially differ from Invesco Advisers, Inc.s procedures.
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 Limited (the EMEA Desk) generally places trades of equity securities in European, Middle Eastern and African countries; the Australian desk, located in Sydney and Melbourne, for the execution of orders of equity securities trading in the Australian and New Zealand markets and the Taipei desk, located in Taipei, for the execution of orders of securities trading in the Chinese market. Invesco, Invesco Canada, Invesco 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-Advisers to the various arms of the global equity trading desk, Invesco or the Sub-Advisers that delegate trading is responsible for oversight of this trading activity.
Invesco or the Sub-Advisers make decisions to buy and sell securities for each Fund, 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 seek reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See Broker Selection below.
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Some of the securities in which the Funds invest are traded in OTC markets. Portfolio transactions in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial public offerings and secondary offerings, include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets outside the United States. In recent years many overseas stock markets have adopted a system of negotiated rates; however, a number of markets maintain an established schedule of minimum commission rates.
In some cases, Invesco may decide to place trades on a blind principal bid basis, which involves combining all trades for one or more portfolios into a single basket, and generating a description of the characteristics of the basket for provision to potential executing brokers. Based on the trade characteristics information provided by Invesco, these brokers submit bids for executing all of the required trades at 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 are found in Appendix J.
Invescos or the Sub-Advisers primary consideration in selecting Brokers to execute portfolio transactions for an Invesco Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, Invesco or the Sub-Advisers consider the full range and quality of a Brokers services, including the value of research and/or brokerage services provided (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 Exchange Act provides that Invesco or the Sub-Advisers, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco or the Sub-Advisers must make a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [Invescos or the Sub-Advisers] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion. The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-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-Advisers.
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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-Advisers would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Advisers) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco -managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Advisers may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization:
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and other equity client accounts managed by Invesco. In other words, certain fixed income Invesco Funds are cross-subsidized by the equity Invesco Funds in that the fixed income Invesco Funds receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if Invesco or the Sub-Advisers conclude that the Broker supplying the product is capable of providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and the Sub-Advisers use soft dollars to purchase two types of Soft Dollar Products:
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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-Adviser through the Broker executing the trade. |
Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Brokers share of Invesco clients commission dollars and attempts to direct trades to these firms to meet these estimates.
Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers who step in to a transaction and receive a portion of the brokerage commission for the trade. Invesco or the Sub-Advisers may from time to time instruct the executing Broker to allocate or step out a portion of a transaction to another Broker. The Broker to which Invesco or the Sub-Advisers have stepped out would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been stepped out. Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.
Soft Dollar Products received from Brokers supplement Invescos and 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 determine assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invescos or the Sub-Advisers staff follow. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invescos or the Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco and the Sub-Advisers believe that because Broker research supplements rather than replaces Invescos or the Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or the Sub-Advisers investment advice. The advisory fee paid by the Funds is not reduced because Invesco or the Sub-Advisers receive such services. To the extent the Funds portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco determines target levels based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Funds shares for their clients, provided that Invesco or the Sub-Advisers believe such Brokers provide best execution and such transactions are executed in compliance with Invescos policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
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 Invesco Funds that they sub-advise.
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Directed Brokerage (Research Services)
Directed brokerage (research services) commissions are found in Appendix K.
The Adviser or Affiliated Sub-Adviser may place trades with Invesco Capital Markets, Inc. (ICMI), a broker-dealer with whom it is affiliated, provided the Adviser or Affiliated 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 Affiliated 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 Affiliated Sub-Adviser. Trades placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted by the Board.
Information concerning the Funds acquisition of securities of their Brokers is found in Appendix K.
Allocation of Portfolio Transactions
Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Invesco Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. Invesco and the Sub-Advisers will also determine the timing and amount of purchases for an account based on its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Advisers will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by Invesco to be fair and equitable. Invesco or the Sub-Advisers may combine transactions in accordance with applicable laws and regulations to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Funds ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.
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-Adviser 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.
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The following discussion of dividends and distributions should be read in connection with the applicable sections in the Prospectus.
All dividends and distributions will be automatically reinvested in additional shares of the same class of a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption Purchasing Shares Automatic Dividend and Distribution Investment. Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date.
The Fund calculates income dividends and capital gain distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as any other expenses attributable to a particular class (Class Expenses). Class Expenses, including distribution plan expenses, must be allocated to the class for which they are incurred consistent with applicable legal principles under the 1940 Act.
The following is a summary of certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
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 |
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securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Funds total assets may be invested in the securities of any one issuer (other than U.S. Government Securities or securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs. |
In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Funds ability to satisfy these requirements. See Tax Treatment of Portfolio Transactions with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Funds income and performance. In lieu of potential disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
The Fund may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. However, the Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. If the IRS determines that the Funds allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at 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 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
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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 DistributionsCapital 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 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 DistributionsQualified 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.
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Federal excise tax. To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Fund may make sufficient distributions to avoid liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Fund having to pay an excise tax.
Foreign income tax. Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source, and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested in various countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign taxes paid by the Fund to shareholders, although it reserves the right not to do so. If the Fund makes such an election and obtains a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes reported by the Fund to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received.
Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
Distributions of ordinary income. The Fund receives income generally in the form of dividends and/or interest on its investments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Fund, constitutes the Funds net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Funds earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.
Capital gain dividends. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or 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.
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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 isnot 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, which can be relied upon currently, 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.
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
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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 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 FundAsset 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.
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The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Fund if you intend to utilize a method other than average cost for covered shares.
In addition to the Funds default method of average cost, other cost basis methods offered by Invesco, which you may elect to apply to covered shares, include:
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First-In, First-Outshares acquired first in the account are the first shares depleted. |
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Last-In, First-Outshares acquired last in the account are the first shares depleted. |
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High Costshares acquired with the highest cost per share are the first shares depleted. |
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Low Costshares acquired with the lowest cost per share are the first shares depleted. |
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Loss/Gain Utilizationdepletes 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 Identificationshareholder 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.
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Wash sale rule. All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption.
Sales at a loss within six months of purchase. Any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares.
Deferral of basis any class that bears a front-end sales load. If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another Fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
Conversion of shares of the Fund into other shares of the same Fund. The conversion of shares of one class of the Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. Shareholders should consult their tax advisors regarding the state and local tax consequences of a conversion of shares.
Exchange of shares of the Fund for shares of another Fund. The exchange of shares in one Fund for shares of another Fund is taxable for federal income tax purposes and the exchange will be reported as a taxable sale. An exchange occurs when the purchase of shares of 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 RisksInvestment Strategies and Risks for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In general. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
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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 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.
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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 TransactionsPFIC 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 FundForeign income tax. Also, the fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a fund will be treated as long-term capital gains by the fund and, in turn, may be distributed by the fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at 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
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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 Requirement (e.g., because it invests in commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as qualifying income but the fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a fund to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
If an MLP is treated as a partnership for U.S. federal income tax purposes (whether or not a QPTP), all or portion of the dividends received by a fund from the MLP likely will be treated as a return of capital for U.S. federal income tax purposes because of accelerated deductions available with respect to the activities of such MLPs. Further, because of these accelerated deductions, on the disposition of interests in such an MLP, a fund likely will realize taxable income in excess of economic gain with respect to those MLP interests (or if the fund does not dispose of the MLP, the fund could realize taxable income in excess of cash flow with respect to the MLP in a later period), and the fund must take such income into account in determining whether the fund has satisfied its Distribution Requirement. A fund may have to borrow or liquidate securities to satisfy its Distribution Requirement and to meet its redemption requests, even though investment considerations might otherwise make it undesirable for the fund to sell securities or borrow money at such time. In addition, any gain recognized, either upon the sale of a funds MLP interest or sale by the MLP of property held by it, including in excess of economic gain thereon, treated as so-called recapture income, will be treated as ordinary income. Therefore, to the extent a fund invests in MLPs, fund shareholders might receive greater amounts of distributions from the fund taxable as ordinary income than they otherwise would in the absence of such MLP investments.
Although MLPs are generally expected to be treated as partnerships for U.S. federal income tax purposes, some MLPs may be treated as PFICs or regular corporations for U.S. federal income tax purposes. The treatment of particular MLPs for U.S. federal income tax purposes will affect the extent to which a fund can invest in MLPs and will impact the amount, character, and timing of income recognized by the Fund.
Investments in commodities structured notes, corporate subsidiary and certain ETFs. Gains from the disposition of commodities, including precious metals, will neither be considered qualifying income for purposes of satisfying the Income Requirement nor qualifying assets for purposes of satisfying the Asset Diversification Test. See Taxation of the Fund Qualification as a regulated investment company. Also, the IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income for purposes of the Income Requirement. In a subsequent revenue ruling, as well as in a number of follow-on private letter rulings (upon which only the fund that received the private letter ruling may rely), the IRS provides that income from certain alternative investments which create commodity exposure, such as certain commodity-linked or structured notes or a corporate subsidiary that invests in commodities, may be considered qualifying income under the Code. In September 2016, the IRS announced that it will no longer issue private letter rulings on questions relating to the treatment of a corporation as a RIC that require a
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determination of whether a financial instrument or position, such as a commodity-linked or structured note, is a security under section 2(a)(36) of the 1940 Act. (A financial instrument or position that constitutes a security under section 2(a)(36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company.) This caused the IRS to revoke the portion of any rulings that required such a determination, some of which were revoked retroactively and others of which were revoked prospectively as of a date agreed upon with the IRS. Accordingly, a fund may invest in certain commodity-linked notes relying on an opinion of counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. In addition, a RIC may gain exposure to commodities through investment in a QPTP, such as an exchange- traded fund or ETF that is classified as a partnership and which invests in commodities, or through investment in a wholly-owned subsidiary that is treated as a controlled foreign corporation for federal income tax purposes. Recently released Treasury regulations treat Subpart F income (defined in Section 951 of the Code to include passive income such as income from commodity-linked derivatives) as qualifying income, even if a foreign corporation, such as a wholly-owned foreign subsidiary, does not make a distribution of such income. If a distribution is made, such income will be treated as a dividend by the Fund to the extent that, under applicable provisions of the Code, there is a distribution out of the earnings and profits of the foreign corporation attributable to the distribution. Accordingly, the extent to which a fund directly invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a regulated investment company. A fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement. If a fund does not appropriately limit such investments or if such investments (or the income earned on such investments) were to be recharacterized for U.S. tax purposes, the fund could fail to qualify as a regulated investment company. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
Securities lending. While securities are loaned out by a fund, the fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 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). |
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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.
Non-U.S. investors have special U.S. tax certification requirements. See Foreign ShareholdersTax 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 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.
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Income effectively connected with a U.S. trade or business. If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Tax certification and backup withholding. Foreign shareholders may have special U.S. tax certification requirements to avoid backup withholding (at a rate of 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, which can be relied upon currently, 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.
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).
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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, Suite 1000, Houston, TX 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 Funds at the time of such sales. Payments for Class C shares generally 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 up to 0.25% for such shares. Invesco Distributors will retain all payments received by it relating to Class C shares for the first year after they are purchased. The portion of the payments to Invesco Distributors under the Class C Plan that constitutes an asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any. After the first full year, Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of up to 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) in connection with the sale of shares of each class of the Funds are found in Appendix O.
The Trust has adopted distribution and/or service plans pursuant to Rule 12b-1 under the 1940 Act for the Funds Class A shares, Class C shares and Class R shares (each, a Plan and, collectively, the Plans).
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Each Fund, pursuant to its Class C and Class R 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 C | Class R | ||||||
Invesco Oppenheimer International Diversified Fund |
1.00 | % | 0.50 | % | ||||
Invesco Oppenheimer Main Street Small Cap Fund |
1.00 | % | 0.50 | % |
Each Fund, pursuant to its Class A Plan, reimburses Invesco Distributors in an amount up to an annual rate of 0.25% of the Funds average daily net assets of its Class A 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 may 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 M for a list of the amounts paid by each class of shares of each Fund pursuant to its distribution plans and Appendix N for an estimate by category of the allocation of actual fees paid by shares of each Fund pursuant to its distribution plan.
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.
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 attributable to the customers selected dealers and financial institutions to such dealers and financial institutions, including Invesco Distributors, acting as principal, who furnish continuing personal shareholder services to their customers who purchase and own the applicable class of shares of the Fund. Under the terms of a shareholder service agreement, such personal shareholder services include responding to customer inquiries and providing customers with the information about their investments. Any amounts not paid as a service fee under each Plan would constitute an asset-based sales charge.
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Because the Funds are new, financial statements are not yet available for the Funds as of the date of this SAI. The audited financial statements for the predecessor funds most recent fiscal year ended April 30, 2019 are incorporated by reference to the annual reports to shareholders for the Funds contained in the Funds Forms N-CSR filed on July 5, 2019 which are incorporated by reference into this SAI.
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 (PwC) 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). PwC 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.
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 June 18, 2019, the SEC adopted amendments to the Loan Rule (the Amendments) addressing many of the issues that to the issuance of the no-action letter. The Amendments will become effective and supercede the no-action letter 90 days after publication in the Federal Register. In connection with prior independence determinations, PwC 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 PwC 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 PwC 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 PwC 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 the Amendments.
During the reporting period, PwC advised the Audit Committee of the following matters for consideration under the SECs auditor independence rules. PwC advised the Audit Committee that a PwC manager, a PwC Senior Manager and a PwC Director each held financial interests in investment companies within the Invesco Fund Complex that were inconsistent with the requirements of Rule 2-01(c)(1) of Regulation S-X. PwC noted, among other things, that during the time of its audit, the engagement team was not aware of the investments, the individuals were not in the chain of command of the audit or the audit partners of Invesco or the affiliate of the Registrant, the services each individual provided were not relied upon by the audit engagement team with respect to the audit of the Registrants or its affiliates and the investments were not material to the net worth of each individual or their respective immediate family members which they considered in reaching their conclusion. PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by these matters as they related to the audit of the Registrant.
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APPENDIX A
The following is a description of the factors underlying the debt ratings of Moodys, S&P, and Fitch.
Moodys Long-Term Debt Ratings
Aaa: |
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa: |
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A: |
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. |
Baa: |
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba: |
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. |
B: |
Obligations rated B are considered speculative and are subject to high credit risk. |
Caa: |
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca: |
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C: |
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
Note: Moodys 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.
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).
A-1
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuers long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levelsMIG 1 through MIG 3while speculative grade short-term obligations are designated SG.
MIG 1: |
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. |
MIG 2: |
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. |
MIG 3: |
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established. |
SG: |
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating. The first element represents Moodys evaluation of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of risk associated with the ability to receive purchase price upon demand (demand feature). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale. VMIG ratings of demand obligations with unconditional liquidity support are mapped from the short-term debt rating (or counterparty assessment) of the support provider, or the underlying obligor in the absence of third party liquidity support, with VMIG 1 corresponding to P-1, VMIG 2 to P-2, VMIG 3 to P-3 and SG to not prime. For example, the VMIG rating for an industrial revenue bond with Company XYZ as the underlying obligor would normally have the same numerical modifier as Company XYZs prime rating. Transitions of VMIG ratings of demand obligations with conditional liquidity support, as show in the diagram below, differ from transitions on the Prime scale to reflect the risk that external liquidity support will terminate if the issuers long-term rating drops below investment grade.
VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Standard & Poors Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on S&P Global Ratings analysis of the following considerations:
|
The likelihood of paymentthe capacity and willingness of the obligor to meet its financial commitment on 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. |
A-2
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.
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. |
A-3
Standard & Poors Short-Term Issue Credit Ratings
A-1: |
A short-term obligation rated A-1 is rated in the highest category by S&P Global Ratings. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial 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. |
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. |
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-4
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 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.
A-5
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.
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.
A-6
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.
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 + ormay 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.
A-7
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-8
APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of July 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) | |
Lincoln Investment Advisors Corporation | Other |
B-1
Service Provider |
Disclosure Category |
|
iMoneyNet, Inc. | Rating & Ranking Agency (for certain Invesco Funds) | |
Initram Data, Inc. | Pricing Vendor | |
Institutional Shareholder Services, Inc. | Proxy Voting Service (for certain Invesco Funds) | |
Invesco Investment Services, Inc. | Transfer Agent | |
Invesco Senior Secured Management, Inc. | System Provider (for certain Invesco Funds) | |
Investment Company Institute | Analyst (for certain Invesco Funds) | |
Investortools, Inc. | Broker (for certain Invesco Funds) | |
ITG, Inc. | Pricing Vendor (for certain Invesco Funds) | |
J.P. Morgan Securities, Inc. | Analyst (for certain Invesco Funds) | |
J.P. Morgan Securities Inc.\Citigroup Global Markets Inc.\JPMorgan Chase Bank, N.A. | Lender (for certain Invesco Funds) | |
J.P. Morgan Securities | Broker (for certain Invesco Funds) | |
Janney Montgomery Scott LLC | Broker (for certain Invesco Funds) | |
John Hancock Investment Management Services, LLC | Sub-advisor (for certain sub-advised accounts) | |
Jorden Burt LLP | Special Insurance Counsel | |
KeyBanc Capital Markets, Inc. | Broker (for certain Invesco Funds) | |
Kramer Levin Naftalis & Frankel LLP | Legal Counsel | |
Lebenthal & Co. LLC | Broker (for certain Invesco Funds) | |
Lipper, Inc. | Rating & Ranking Agency (for certain Invesco Funds) | |
Loan Pricing Corporation | Pricing Service (for certain Invesco Funds) | |
Loop Capital Markets | Broker (for certain Invesco Funds) | |
M.R. Beal | Broker (for certain Invesco Funds) | |
MarkIt Group Limited | Pricing Vendor (for certain Invesco Funds) | |
Merrill Communications LLC | Financial Printer | |
Mesirow Financial, Inc. | Broker (for certain Invesco Funds) | |
Middle Office Solutions | Software Provider | |
Moodys Investors Service | Rating & Ranking Agency (for certain Invesco Funds) | |
Morgan Keegan & Company, Inc. | Broker (for certain Invesco Funds) | |
Morrison Foerster LLP | Legal Counsel | |
MS Securities Services, Inc. and Morgan Stanley & Co. Incorporated | Securities Lender (for certain Invesco Funds) | |
Muzea Insider Consulting Services, LLC | Analyst (for certain Invesco Funds) | |
Ness USA Inc. | System provider | |
Noah Financial, LLC | Analyst (for certain Invesco Funds) | |
Omgeo LLC | Trading System | |
Piper Jaffray | Analyst (for certain Invesco Funds) | |
Prager, Sealy & Co. | Broker (for certain Invesco Funds) | |
PricewaterhouseCoopers LLP | Independent Registered Public Accounting Firm (for all Invesco Funds) | |
Protective Securities | Broker (for certain Invesco Funds) | |
Ramirez & Co., Inc. | Broker (for certain Invesco Funds) | |
Raymond James & Associates, Inc. | Broker (for certain Invesco Funds) | |
RBC Capital Markets | Analyst (for certain Invesco Funds) | |
RBC Dain Rauscher Incorporated | Broker (for certain Invesco Funds) | |
Reuters America LLC | Pricing Service (for certain Invesco Funds) | |
Rice Financial Products | Broker (for certain Invesco Funds) | |
Robert W. Baird & Co. Incorporated | Broker (for certain Invesco Funds) | |
RR Donnelley Financial | Financial Printer | |
Ryan Beck & Co. | Broker (for certain Invesco Funds) | |
SAMCO Capital Markets, Inc. | Broker (for certain Invesco Funds) | |
Seattle-Northwest Securities Corporation | Broker (for certain Invesco Funds) |
B-2
Service Provider |
Disclosure Category |
|
Siebert Brandford Shank & Co., L.L.C. | Broker (for certain Invesco Funds) | |
Simon Printing Company | Financial Printer | |
Southwest Precision Printers, Inc. | Financial Printer | |
Southwest Securities | Broker (for certain Invesco Funds) | |
Standard and Poors/Standard and Poors Securities Evaluations, Inc. | Pricing Service and Rating and Ranking Agency (each, respectively, for certain Invesco Funds) | |
StarCompliance, Inc. | System Provider | |
State Street Bank and Trust Company | Custodian, Lender, Securities Lender, and System Provider (each, respectively, for certain Invesco Funds) | |
Sterne, Agee & Leach, Inc. | Broker (for certain Invesco Funds) | |
Stifel, Nicolaus & Company, Incorporated | Broker (for certain Invesco Funds) | |
Stradley Ronon Stevens & Young, LLP | Legal Counsel | |
The Bank of New York | Custodian and Securities Lender (each, respectively, for certain Invesco Funds) | |
The MacGregor Group, Inc. | Software Provider | |
The Savader Group LLC | Broker (for certain Invesco Funds) | |
Thomson Information Services Incorporated | Software Provider | |
UBS Financial Services, Inc. | Broker (for certain Invesco Funds) | |
VCI Group Inc. | Financial Printer | |
Vining Sparks IBG | Broker (for Certain Invesco Funds) | |
W.H Mell Associates, Inc. | Broker (for certain Invesco Funds) | |
Wachovia National Bank, N.A. | Broker (for certain Invesco Funds) | |
Western Lithograph | Financial Printer | |
Wiley Bros. Aintree Capital L.L.C. | Broker (for certain Invesco Funds) | |
William Blair & Co. | Broker (for certain Invesco Funds) | |
XSP, LLC\Solutions Plus, Inc. | Software Provider |
B-3
APPENDIX C
As of July 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 of
Fund
|
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
Interested Trustees: | ||||||||
Martin L. Flanagan1 - 1960 Trustee and Vice Chair |
2007 |
Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Trustee and Vice Chair, 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) |
241 | None | ||||
Philip A. Taylor2 - 1954 Trustee |
2006 |
Vice Chair, Invesco Ltd.; Trustee, The Invesco Funds
Formerly: Director, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); |
241 | None |
1 |
Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser. |
2 |
Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of Invesco Ltd., ultimate parent of the Adviser. |
C-1
Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); 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 Distributors, Inc.) (registered broker dealer); Manager, Invesco Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco AIM Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurers Series Trust (Invesco Treasurers Series Trust), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. |
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Independent Trustees | ||||||||
Bruce L. Crockett 1944 Trustee and Chair |
2001 |
Chairman, Crockett Technologies Associates (technology consulting company)
Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer, COMSAT Corporation; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute: Member of the Audit Committee, Investment Company Institute; Member of the Executive Committee and Chair of the Governance Committee, Independent Directors Council |
241 | Director and Chairman of the Audit Committee, ALPS (Attorneys Liability Protection Society) (insurance company); Director and Member of the Audit Committee and Compensation Committee, Ferroglobe PLC (metallurgical company) | ||||
David C. Arch 1945 Trustee |
2010 | Chairman of Blistex Inc. (consumer health care products manufacturer); Member, World Presidents Organization | 241 | Board member of the Illinois Manufacturers Association | ||||
Beth Ann Brown 1968 Trustee |
2019 |
Independent Consultant
Formerly: Head of Intermediary Distribution, Managing Director, Strategic Relations, Managing Director, Head of National Accounts, Senior Vice President, National Account Manager and Senior Vice President, Key Account Manager, Columbia Management Investment Advisers LLC; Vice President, Key Account Manager, Liberty Funds Distributor, Inc.; and Trustee of certain Oppenheimer Funds |
225 | Director, Board of Directors of Caron Engineering Inc.; Advisor, Board of Advisors of Caron Engineering Inc.; President and Director, Acton Shapleigh Youth Conservation Corps (non -profit); and Vice President and Director of Grahamtastic Connection (non-profit) | ||||
Jack M. Fields 1952 Trustee |
2001 |
Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Chairman, Discovery Learning Alliance (non-profit)
Formerly: Owner and Chief Executive Officer, Dos Angeles Ranch L.P. (cattle, hunting, corporate entertainment); Director, Insperity, Inc. (formerly known as Administaff) (human resources provider); Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives |
241 | None | ||||
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 |
241 | 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) |
C-3
Eli Jones 1961 Trustee |
2016 |
Professor and Dean, Mays Business SchoolTexas A&M University
Formerly: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank |
241 | Insperity, Inc. (formerly known as Administaff) (human resources provider) | ||||
Elizabeth Krentzman 1959 Trustee |
2019 | Formerly: Principal and Chief Regulatory Advisor for Asset Management Services and U.S. Mutual Fund Leader of Deloitte & Touche LLP; General Counsel of the Investment Company Institute (trade association); National Director of the Investment Management Regulatory Consulting Practice, Principal, Director and Senior Manager of Deloitte & Touche LLP; Assistant Director of the Division of Investment ManagementOffice of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission and various positions with the Division of Investment Management Office of Regulatory Policy of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP; Advisory Board Member of the Securities and Exchange Commission Historical Society; and Trustee of certain Oppenheimer Funds | 225 | Trustee of the University of Florida National Board Foundation and Audit Committee Member; Member of the Cartica Funds Board of Directors (private investment funds); Member of the University of Florida Law Center Association, Inc. Board of Trustees and Audit Committee Member | ||||
Anthony J. LaCava, Jr. 1956 Trustee |
2019 | Formerly: Director and Member of the Audit Committee, Blue Hills Bank (publicly traded financial institution) and Managing Partner, KPMG LLP | 241 | Blue Hills Bank; Chairman, Bentley University; Member, Business School Advisory Council; and Nominating Committee, KPMG LLP |
C-4
Prema Mathai-Davis 1950 Trustee |
2001 |
Retired
Co-Owner & Partner of Quantalytics Research, LLC, (a FinTech Investment Research Platform for the Self-Directed Investor) |
241 | None | ||||
Joel W. Motley 1952 Trustee |
2019 |
Director of Office of Finance, Federal Home Loan Bank; Member of the Vestry of Trinity Wall Street; Managing Director of Carmona Motley Inc. (privately held financial advisor); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley (non-profit cultural organization)
Formerly: Managing Director of Public Capital Advisors, LLC (privately held financial advisor); Managing Director of Carmona Motley Hoffman, Inc. (privately held financial advisor); Trustee of certain Oppenheimer Funds; and Director of Columbia Equity Financial Corp. (privately held financial advisor) |
225 | Director of Greenwall Foundation (bioethics research foundation); Member of Board and Investment Committee of The Greenwall Foundation; Director of Southern Africa Legal Services Foundation; Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) | ||||
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 |
241 | Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier) | ||||
Ann Barnett Stern 1957 Trustee |
2017 |
President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution)
Formerly: Executive Vice President and General Counsel, Texas Childrens Hospital; Attorney, Beck, Redden and Secrest, LLP; Business Law Instructor, University of St. Thomas; Attorney, Andrews & Kurth LLP |
241 | Federal Reserve Bank of Dallas | ||||
Raymond Stickel, Jr. 1944 Trustee |
2005 |
Retired
Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios); Partner, Deloitte & Touche |
241 | None | ||||
Robert C. Troccoli 1949 Trustee |
2016 |
Retired
Formerly: Adjunct Professor, University of Denver Daniels College of Business; Senior Partner, KPMG LLP |
241 | None |
C-5
Daniel S. Vandivort 1954 Trustee |
2019 |
Treasurer, Chairman of the Audit and Finance Committee, and Trustee, Board of Trustees, Huntington Disease Foundation of America; and President, Flyway Advisory Services LLC (consulting and property management)
Formerly: Trustee and Governance Chair, of certain Oppenheimer Funds |
225 | Chairman and Lead Independent Director, Chairman of the Audit Committee, and Director, Board of Directors, Value Line Funds | ||||
James D. Vaughn 1945 Trustee |
2019 |
Retired
Formerly: Managing Partner, Deloitte & Touche LLP; Trustee and Chairman of the Audit Committee, Schroder Funds; Board Member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network (economic development corporation); and Trustee of certain Oppenheimer Funds |
225 | Board member and Chairman of Audit Committee of AMG National Trust Bank; Trustee and Investment Committee member, University of South Dakota Foundation; Board member, Audit Committee Member and past Board Chair, Junior Achievement (non-profit) | ||||
Christopher L. Wilson 1957 Trustee and Vice Chair |
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 |
241 | 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 |
C-6
Russell C. Burk 1958 Senior Vice President and Senior Officer |
2005 | Senior Vice President and Senior Officer, The Invesco Funds | N/A | N/A | ||||
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, Jemstep, Inc.
Formerly: Vice President, Jemstep, Inc.; 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
Andrew R. Schlossberg 1974 Senior Vice President |
2019 |
Head of the Americas and Senior Managing Director, Invesco Ltd.; Director and Senior Vice President, 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); Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, President and Chairman, Invesco Insurance Agency, Inc.
Formerly: Director, Invesco UK Limited; Director and Chief Executive, Invesco Asset Management Limited and Invesco Fund Managers Limited; Assistant Vice President, The Invesco Funds; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and Chief Executive, Invesco Administration Services Limited and Invesco Global Investment Funds Limited; Director, Invesco Distributors, Inc.; Head of EMEA, Invesco Ltd.; President, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II and Invesco India Exchange-Traded Fund Trust; Managing Director and Principal Executive Officer, Invesco Capital Management LLC |
N/A | N/A | ||||
John M. Zerr 1962 Senior Vice President |
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; Manager, Invesco Specialized Products, LLC; Director and Senior Vice President, Invesco Insurance Agency, Inc.; Member, Invesco Canada Funds Advisory Board; Director, President and Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company); and Director, Chairman, President and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent)
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 |
N/A | N/A |
C-8
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) | ||||||||
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; and President, SNW Asset Management Corporation
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 |
Assistant Treasurer, Invesco Specialized Products, LLC; Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Principal Financial and Accounting Officer Pooled Investments, Invesco Capital Management LLC; 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
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 |
C-9
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.
Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp. and Invesco Management Group, Inc. |
N/A | N/A | ||||
Robert R. Leveille 1969 Chief Compliance Officer |
2016 |
Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds
Formerly: Chief Compliance Officer, Putnam Investments and the Putnam Funds |
N/A | N/A |
C-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
|
||||||
Interested Persons |
||||||||
Martin L. Flanagan |
None | Over $100,000 | ||||||
Philip A. Taylor |
None | None | ||||||
Independent Trustees |
||||||||
David C. Arch |
None | Over $100,000 | ||||||
Beth Ann Brown3 |
None | N/A | ||||||
Bruce L. Crockett |
None | Over $100,0004 | ||||||
Jack M. Fields |
None | Over $100,000 | ||||||
Cynthia Hostetler |
None | Over $100,0004 | ||||||
Eli Jones |
None | Over $100,0004 | ||||||
Elizabeth Krentzman3 |
None | N/A | ||||||
Anthony J. LaCava, Jr.5 |
None | Over $100,0004 | ||||||
Prema Mathai-Davis |
None | Over $100,0004 | ||||||
Joel W. Motley3 |
None | N/A4 | ||||||
Teresa M. Ressel |
None | None | ||||||
Ann Barnett Stern |
None | Over $100,0004 | ||||||
Raymond Stickel, Jr. |
None | Over $100,000 | ||||||
Robert C. Troccoli |
None | Over $100,0004 | ||||||
Daniel S. Vandivort3 |
None | N/A4 | ||||||
James D. Vaughn3 |
None | N/A4 | ||||||
Christopher L. Wilson |
None | Over $100,0004 |
3 |
The information in the table is provided as of December 31, 2018. Mss. Brown and Krentzman and Messrs. Motley, Vandivort and Vaughn were appointed as trustees of the Trust effective June 10, 2019. |
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. |
5 |
The information in the table is provided as of December 31, 2018. Mr. LaCava was appointed as trustee of the Trust effective March 1, 2019. |
C-11
APPENDIX D
Set forth below is information regarding compensation paid or accrued for certain officers and 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 the Trustees(3) |
||||||||||||
Independent Trustees(4) |
||||||||||||||||
David C. Arch |
$ | 47,993 | | $ | 205,000 | $ | 435,078 | |||||||||
Beth A. Brown(5) |
N/A | N/A | ||||||||||||||
Bruce L. Crockett |
76,247 | | 205,000 | 688,266 | ||||||||||||
Jack M. Fields |
45,610 | | 205,000 | 406,878 | ||||||||||||
Cynthia Hostetler |
39,524 | | | 359,478 | ||||||||||||
Eli Jones |
42,485 | | | 381,678 | ||||||||||||
Elizabeth Krentzman(5) |
N/A | N/A | ||||||||||||||
Anthony J. Lavaca Jr.(4) |
4,175 | | N/A | |||||||||||||
Prema Mathai-Davis |
45,336 | | 205,000 | 406,878 | ||||||||||||
Joel W. Motley(5) |
N/A | N/A | ||||||||||||||
Teresa M. Ressel |
40,154 | | | 357,978 | ||||||||||||
Ann Barnett Stern |
40,129 | | | 354,478 | ||||||||||||
Raymond Stickel, Jr. |
46,604 | | 205,000 | 424,174 | ||||||||||||
Robert C. Troccoli |
45,056 | | | 385,178 | ||||||||||||
Daniel S. Vandivort(5) |
N/A | N/A | ||||||||||||||
James D. Vaughn(5) |
N/A | N/A | ||||||||||||||
Christopher L. Wilson |
38,507 | | | 345,478 | ||||||||||||
Officer |
||||||||||||||||
Russell Burk |
92,510 | | | N/A | ||||||||||||
Robert Leveille |
75,702 | | | N/A |
(1) |
Amounts shown are based on the fiscal year ended April 30, 2019. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended April 30, 2019, including earnings, was $153,593. The table also provides the compensation paid by the Trust to certain Officers for the fiscal year ended April 30, 2019. |
(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) |
These amounts represent the compensation paid from all Invesco Funds to the individuals who serve as trustees. All trustees currently serve as trustee of 32 registered investment companies advised by Invesco. |
(4) |
Mr. Anthony J. Lavaca Jr. was appointed as Trustee of the Trust effective March 1, 2019. |
(5) |
Mss. Beth A. Brown and Elizabeth Krentzman and Messrs. Joel W. Motely, Daniel S. Vandivort, and James D. Vaughn were appointed as Trustees for all open-ended funds in the Invesco Fund Complex and Invesco Senior Loan Fund effective June 10, 2019. |
D-1
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, Invesco Asset Management (Japan) Limited, Invesco Capital Management LLC and Invesco Asset Management (India) Pvt. Ltd. have also adopted operating guidelines and procedures for proxy voting particular to each regional investment center. Such guidelines and procedures are attached hereto.
|
Invescos Policy Statement on Global Corporate Governance and Proxy Voting |
June 2019
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 votes 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 Invesco 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.
III. |
Proxy Voting for Certain Fixed Income, Money Market, Index and Legacy OppenheimerFunds Accounts |
For proxies held by certain client accounts managed in accordance with fixed income, money market and index strategies (including exchange traded funds), and by accounts managed by legacy OppenheimerFunds investment teams (legacy accounts), Invesco will typically vote in line with the majority holder of the active-equity shares held by Invesco outside of those strategies and legacy accounts (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 (other than legacy OppenheimerFunds investment teams), 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. When there are no corresponding active-equity shares held by Invesco, the proxies for those strategies and legacy accounts will be voted in the following manner: (i) for U.S. issuers, in line with Invesco custom voting guidelines derived from the guidelines set forth below; and (ii) for non-U.S. issuers, in line with the recommendations of a third-party proxy advisory service.
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 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 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 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
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customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.s pecuniary interest when voting proxies on behalf of clients.
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships.
All Invesco personnel with proxy voting responsibilities are required to report any known personal conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Other Conflicts of Interest
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 Invesco 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, Invesco 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 Invesco 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 Invesco complex. Absent a conflict of interest, the Global IPAC representatives, in consultation with the
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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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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 board) 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 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 can 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 relevant portfolio manager. |
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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 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 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. |
VIII. |
Proxy Voting Guidelines |
The following guidelines describe Invescos general positions on various proxy voting issues. The guidelines are not intended to be exhaustive or prescriptive. As noted above, Invescos proxy process is investor-driven, and each portfolio manager retains ultimate discretion to vote proxies in the manner he or she deems 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.
Invesco generally affords management discretion with respect to the operation of a companys business and will generally support a boards discretion on proposals relating to ordinary business practices and routine matters, unless there is insufficient information to decide about the nature of the proposal.
Invesco generally abstains from voting on or opposes proposals that are bundled or made contingent on each other (e.g., proposals to elect directors and approve compensation plans) where there is insufficient information to decide about the nature of the proposals.
A. |
Shareholder Access and Treatment of Shareholder Proposals General |
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 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 generally will evaluate proposals relating to environmental, social and corporate responsibility issues on a case by case basis and will vote on those proposals in a manner intended to maximize long-term shareholder value. Invesco may choose, however, to abstain on voting on proposals relating to environmental, social and corporate responsibility issues.
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Invesco reviews on a case by case basis but generally supports the following proposals relating to these issues:
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Gender pay gap proposals |
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Political contributions disclosure/political lobbying disclosure/political activities and action |
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Data security, privacy, and internet issues |
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Report on climate change/climate change action |
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Gender diversity on boards |
C. |
Capitalization Structure Issues |
i. |
Stock Issuances |
Invesco generally supports a boards proposal to issue 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. Invesco generally opposes proposals to issue additional stock without preemptive rights, as those issuances do not permit shareholders to share proportionately in any new issues of stock of the same class. Invesco 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.
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 |
Invesco 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. General
Invesco reviews on a case by case basis but generally supports the following proposals related to governance matters:
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Adopt proxy access right |
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Require independent board chairperson |
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Provide right to shareholders to call special meetings |
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Provide right to act by written consent |
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Submit shareholder rights plan (poison pill) to shareholder vote |
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Reduce supermajority vote requirement |
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Remove antitakeover provisions |
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Declassify the board of directors |
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Require a majority vote for election of directors |
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Require majority of independent directors on the board |
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Approve executive appointment |
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Adopt exclusive forum provision |
Invesco generally supports a boards discretion to amend a companys articles concerning routine matters, such as formalities relating to shareholder meetings. Invesco generally opposes non-routine amendments to a companys articles if any of the proposed amendments would limit shareholders rights or there is insufficient information to decide about the nature of the proposal.
ii. 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, Invesco 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. Invescos 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 |
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Stock ownership positions in the company |
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, director overboarding (as described below), 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. Invesco generally supports shareholder proposals relating to the competence of directors that are in the best interest of the companys performance and the interest of its shareholders. In situations where directors performance is a concern, Invesco may also support shareholder proposals to take corrective actions such as so-called clawback provisions.
Invesco generally withholds votes from directors who serve on an excessive number of boards of directors (overboarding). Examples of overboarding may include when (i) a non-executive director is sitting on more than six public company boards, and (ii) a CEO is sitting on the board of more than two public companies besides the CEOs own company, excluding the boards of majority-owned subsidiaries of the parent company.
4. |
Director Independence |
Invesco 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 because 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
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directors. Accordingly, unless there is insufficient information to make a decision about the nature of the proposal, Invesco will generally support a boards discretion regarding 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 consider, 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 |
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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 |
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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 |
Invesco 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. |
Director Term Limits and Retirement Age |
Invesco 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. Invesco generally opposes proposals to limit the tenure of outside directors through mandatory retirement ages.
iii. 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.
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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.
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 can 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 regarding 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
Invesco 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. Invesco generally
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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.
v. Claw Back Provisions
Invesco 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 |
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 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, as well as the following proposals:
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Provide right to act by written consent |
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Provide right to call special meetings |
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Adopt fair price provision |
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Approve control share acquisition |
Invesco generally opposes payments by companies to minority shareholders intended to dissuade such shareholders from pursuing a takeover or another change (sometimes known as greenmail) because these payments result in preferential treatment of some shareholders over others.
Companies occasionally require shareholder approval to engage in certain corporate actions or transactions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. Invesco generally determines its votes for these types of corporate actions after a careful evaluation of the proposal. Generally, Invesco will support proposals to approve different types of restructurings that provide the necessary financing to save
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the company from involuntary bankruptcy. However, Invesco will generally oppose proposals to change a companys corporate form or to go dark (i.e., going private transactions) without shareholder approval.
Reincorporation involves re-establishing the company in a different legal jurisdiction. Invesco generally will vote for proposals to reincorporate a company if 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.
Invesco will generally support proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.
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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.
4
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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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 |
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Institutional investors should report periodically on their stewardship and voting activities
Guidance
Institutional investors should maintain a clear record of their stewardship activities.
Asset managers should regularly account to their clients or beneficiaries as to how they have discharged their responsibilities. Such reports will be likely to comprise qualitative as well as quantitative information. The particular information reported and the format used, should be a matter for agreement between agents and their principals.
Asset owners should report at least annually to those to whom they are accountable on their stewardship policy and its execution.
Transparency is an important feature of effective stewardship. Institutional investors should not, however, be expected to make disclosures that might be counterproductive. Confidentiality in specific situations may well be crucial to achieving a positive outcome.
Asset managers that sign up to this Code should obtain an independent opinion on their engagement and voting processes having regard to an international standard or a UK framework such as AAF 01/062. The existence of such assurance reporting should be publicly disclosed. If requested, clients should be provided access to such assurance reports.
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 Responsible Investment 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 Responsible Investment Committee shall be obtained.
The Responsible Investment Committee is consisted of members including Director in charge of the Investment Division as the chair, Head of Compliance, Responsible Investment 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, given the
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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 generally 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 view following candidates for outside directors are not enough independent; |
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Candidates who have been working for following companies during the last 10 years or relatives of those people. |
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The subject company |
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Subsidiary of the subject company |
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Parent of the subject company |
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Candidates who have been working for following companies during the last five years or relatives of those people. |
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Shareholders who own more than 10% of the subject company |
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Principal loan lender |
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Principal securities broker |
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Major business relationship |
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Auditor of the subject company |
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Audit companies, consulting companies or any related service providers which have any consulting contracts with the subject company |
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Any other counterparts which have any interests in the subject company |
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We further scrutinize the independence of candidates who are regarded as not independent enough, even though those are not categorized the case listed above. |
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We carefully consider the independence of the candidates who are regarded as being in the cross-share-holding relationship, or the relationship in which companies are sending outside directors each other. We expect that the company should disclose the detail information related to the independence of those candidates reasonably, to enable investors to understand those relationships enough, both in terms of the disclosure timing and method. |
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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. We consider each companys business surroundings and make best effort to have |
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constructive dialogue with the subject company to understand the independence of the candidates. |
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We regard the outside director with significantly long tenure as non-independent, and vote against reelection of such outside director. We generally consider voting against the candidate whose tenure is longer than 10 years. |
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In the case where the subject company is the company with a board with audit committee structure, we judge independence of outside director candidates who become members of the audit 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 voting 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 and concurrent duties
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All members are expected to attend the board meetings and each committee 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 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. |
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We carefully consider the quality of the candidates who have many concurrent duties as outside directors or outside auditors of listed companies, given that outside directors/auditors are expected to make an important contribution to the board discussion. The company which nominates the candidates who have many concurrent duties should explain the reasonable background and eligibility for such nomination and make best effort to enable investors to understand them enough, both in terms of the disclosure timing and method. |
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(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 voting 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 voting 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 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 |
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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 voting 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 voting 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 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
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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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Number of the board member should be well optimized to make the right management decision at the right timing. We may take into consideration each companys business situation and business scale; however we generally consider to vote against the director candidates who are top executives, in the case that the number of board member exceeds 20 and is not decreased from the previous shareholders meeting and also the reason for such case is not enough disclosed and reasonably explained. |
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We generally vote against the director candidates who are top executives in the case that the percentage of outside directors declines substantially through the decrease of outside directors or the increase of internal directors. |
(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 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 |
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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. We generally consider to vote against the candidate whose tenure is longer than 10 years. |
(2) Attendance rate and concurrent duties
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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. |
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We carefully consider the quality of the candidates who have many concurrent duties as outside directors or outside auditors of listed companies, given that outside directors/auditors are expected to make an important contribution to the board discussion. The company which nominate the candidates who have many concurrent duties should explain the reasonable background and eligibility for such nomination and make best effort to enable investors to understand them enough, both in terms of the disclosure timing and method. |
(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 |
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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 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- |
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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 and the directors who become members of the audit committee under the audit committee system |
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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 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. |
- 11 -
|
We generally vote against the proposals seeking to lower the strike price of stock options. |
|
We generally vote for the proposals seeking to require approval of shareholders for change in the strike price of stock options. |
|
We generally vote against the stock compensation, if terms of exercise including the percentage of dilution are unclear. We generally consider to vote against the proposal in which there is a 10% or more dilution potentiality. |
|
Stock compensation should be a long-term incentive and its plan should be aligned with a long-term corporate value growth. Considering that, we generally vote against the proposal which enables the beneficiaries to exercise whole rights vested in the subject year within two years. However, the beneficiary who retires during the subject year is the exception for this clause. We will carefully review its validity if the restricted period is regarded as too long. |
|
We generally vote against the stock compensation granted to statutory auditors and the directors who become members of the audit committee under the audit committee system. |
|
As directors who become members of the audit committee at the company with a three committee structure are required to perform duties as director, we consider the stock compensation for them differently from statutory auditors and the directors who become members of the audit committee under the audit committee system at the company with a statutory auditor structure. |
|
We generally vote against the stock compensation granted to any third parties other than employees. |
|
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
|
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
|
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. |
|
We generally vote for the proposals granting retirement benefits, if all of the following criteria are met: |
|
The granted amount is disclosed; |
- 12 -
|
Outside directors, statutory auditors and the directors who become members of the audit committee under the audit committee system are not included in recipients; |
|
There has been no serious scandal involving recipients during their tenure; |
|
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 same industry; |
|
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; |
|
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. It is important that the company does not prevent companies who have its shares as a policy-share-holding from selling/reducing them.
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.
|
The company may not intend to keep/increase so-called loyal shareholders for the company management to hinder minority shareholders right through the third party allotment, transfer of the treasury stocks or transfer of the stocks which are held by the company management to the foundations which have a close relationship with the subject company. |
(1) Change in authorized capital
|
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 |
- 13 -
or sustainability of the company, etc. |
|
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. |
|
We generally vote against the proposals seeking to increase authorized capital after emergence of acquirer. |
(2) Issuance of new shares
|
We decide how to vote on issuance of new shares, taking into account reasons for issuance 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. |
- 14 -
(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 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 |
- 15 -
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. |
|
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
- 16 -
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. |
(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. |
- 17 -
|
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 |
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. |
- 18 -
Our proxy voting and stewardship activities are to be reported to Responsible Investment Committee and approved by the Committee. Further, the Compliance Department reviews appropriateness of proxy voting activities from a conflict of interest viewpoint and then reports to Conflict of Interest Committee. Those results are reported to Tokyos Executive Committee and global Proxy Advisory Committee.
We have developed the Conflict of Interest Control Policy. If any conflict of interest may arise, we work to control conflict of interest so as 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, sales and marketing department, and shall not receive any command or order from investment, sales and marketing department with respect to the matters concerning compliance with the laws and regulations including the matters concerning conflict of interest.
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.
C2019-08-021
- 19 -
Proxy Voting Guidelines
for
Invesco Capital Management LLC
(formerly known as Invesco PowerShares Capital Management LLC)
PROXY VOTING GUIDELINES
Applicable to | All funds advised by Invesco Capital Management LLC (ICM or the Adviser) for which it has been delegated proxy voting authority. | |
Risk Addressed by Policy | Breach of fiduciary duty to clients under the Investment Advisers Act of 1940 by placing Invescos interests ahead of clients best interests in voting proxies | |
Relevant Law and Other Sources | Investment Advisers Act of 1940 | |
Effective Date | June 24, 2014 | |
Last Amended Date | January 7, 2019 |
I. GENERAL POLICY
ICM has adopted proxy voting policies with respect to securities owned by series for which it serves as investment adviser and has been delegated the authority to vote proxies. ICMs proxy voting policies are designed to provide that proxies are voted in the best interests of shareholders.
Invesco Ltd. (Invesco), the parent to the Adviser, has adopted a global policy statement on corporate governance and proxy voting (the Global Invesco Policy) (see Exhibit A), which details Invescos views on governance matters and describes the proxy administration and governance approach. The Adviser will approach proxy constraints according to the Invesco global statement on corporate governance and proxy voting. The Adviser will approach conflicts of interest in accordance with Invescos global policy statement on corporate governance and proxy voting. The Adviser votes proxies by utilizing the procedures and mechanisms outlined in the Global Invesco Policy, while maintaining specific guidelines for products advised by the Adviser or an affiliate of the Adviser (Affiliated Funds), as set forth below:
Overlapping Securities
In instances where both an Affiliated Fund advised by the Adviser and an Affiliated Fund advised by an Invesco Ltd. entity hold an equity security (Overlapping Securities), the Adviser will vote proxies in accordance with the recommendation of an Invesco Ltd. adviser based on the comprehensive proxy review and under the Global Invesco Policy. The Global Invesco Policy is overseen by the Invesco Proxy Advisory Committee (IPAC), which also orchestrates the review and analysis of the top twenty-five proxy voting matters, measured by overall size of holdings by funds within the Invesco family. The Adviser consults with the IPAC on specific proxy votes and general proxy voting matters as it deems necessary. In addition, as part of the Global Invesco Proxy Voting Process, the IPAC oversees instances when possible conflicts of interest arise among funds. (Please see the Global Invesco Policy for the detailed conflicts of interest approach.)
In instances where the global proxy administration team does not receive a recommendation in a timely manner, the proxy administration team will automatically vote such ballots in accordance with Invescos custom guidelines established in Invescos global proxy voting policy and US guidelines.
Non-Overlapping Securities
In instances where securities are held only by an Affiliated Fund advised by the Adviser and not also by an Invesco Ltd. active equity entity fund, the Adviser will instruct the proxy administration team to vote proxies in accordance with said Invesco custom guidelines implemented by ISS, Invescos vote execution agent.
1
Under this Policy, the Adviser retains the power to vote contrary to the recommendation of the Invesco Voting Process (for Overlapping Securities) or Invescos custom guidelines (for Non-Overlapping Securities) at its discretion, so long as the reasons for doing so are well documented.
II. SPECIAL POLICY
Certain Affiliated Funds pursue their investment objectives by investing in other registered investment companies pursuant to an exemptive order granted by the Securities and Exchange Commission. The relief granted by that order is conditioned upon complying with a number of undertakings, some of which require such Affiliated Fund to vote its shares in an acquired investment company in the same proportion as other holders of the acquired funds shares. In instances in which an Affiliated Fund is required to vote in this manner to rely on the exemptive order, the Adviser will vote shares of these acquired investment companies in compliance with the voting mechanism required by the order.
2
Proxy Voting Guidelines
for
Invesco Asset Management (India) Pvt. Ltd.
Voting Policy
Invesco Asset Management (India) Pvt. Ltd.
Voting Policy
Draft | : | Final | ||
Version | : | 6 | ||
Effective Date | : | May 31, 2018 |
Invesco Asset Management (India) Pvt. Ltd.
Voting Policy
A. |
Preamble |
SEBI vide its circular reference no. SEBI/IMD/Cir No.18/198647/2010 dated March 15, 2010 has stated that mutual fund should play an active role in ensuring better corporate governance of listed companies. The said circular stated that the AMCs should disclose their general policies and procedures for exercising the voting rights in respect of shares held by them.
Subsequently, SEBI vide its circular ref. no. CIR/IMD/DF/05/2014 dated March 24, 2014 and SEBI/HO/IMD/DF2/CIR/P/2016/68 dated August 10, 2016 have amended certain provisions of above mentioned circular specifying additional compliance / disclosure requirements with respect to exercise of voting rights by mutual funds.
This policy is drafted in pursuance of SEBI circular dated March 15, 2010 read with March 24, 2014 and August 10, 2016 and provides general philosophy, broad guidelines and procedures for exercising voting rights.
Invesco Asset Management (India) Private Limited (IAMI) is an Investment Manager to the scheme(s) of Invesco Mutual Fund (the Fund). As an investment manager, IAMI has fiduciary responsibility to act in the best interest of unit-holders of the Fund. This responsibility includes exercising voting rights attached to the securities of the companies in which the schemes of the Fund invest. It will be IAMIs endeavor to participate in the voting process (i.e. exercise voting rights) based on the philosophy enunciated in this policy.
B. |
Philosophy of Voting Policy |
Good corporate governance ensures that a corporation is managed keeping in mind the long-term interest of shareholders. Promoting good corporate governance standards forms an integral part of corporate ownership responsibilities.
With this in the forefront, IAMI expects all corporations, in which it invests in, to comply with high corporate governance standards. Accordingly, as the decision to invest is generally an endorsement of sound management practices, IAMI may generally vote with the management of these corporations. However, when IAMI is of the view that the unit holders will be prejudiced by any such proposal, then it may vote against such proposal to protect the interest of unit holders. Also in case of resolutions moved by the shareholders of the company, IAMI will exercise its voting rights in the best interest of its unit holders. In certain circumstances, IAMI may also decide to refrain from voting where it has insufficient information or there is conflict of interest or it does not have a clear stance on the proposal under consideration.
IAMI, as an investment manager, will generally vote in accordance with the Voting Policy. However, it may deviate from the policy if there are particular facts and/or circumstances that warrant for such deviation to protect the interests of unit-holders of the Fund.
C. |
Conflict of Interest in Exercising Voting Rights |
IAMI, under schemes, may invest in the securities of associate/group companies (to the extent permitted under SEBI (Mutual Funds) Regulations, 1996). Further, IAMI is an affiliate of a diverse financial services organization consisting of many affiliates. Moreover IAMI under schemes may invest in securities of companies which have invested in schemes of Invesco Mutual Fund. Such scenarios may lead to a situation creating conflict of interest.
In a situation where an investee company, an affiliate or associate/group company were to approach IAMI with regard to a particular voting decision then such matter will be referred to the Voting Committee.
IAMI will attempt to avoid conflict of interest and will exercise its voting rights in the best interest of the unit-holders. Voting decisions in such cases will be based on merits without any bias and the same parameters will be applied for taking voting decisions as are applied for other companies.
D. |
Voting Policy Guidelines |
The matters regarding, but not limited to, which the IAMI may exercise the voting rights in the Annual General Meeting (AGMs) /Extra Ordinary General Meeting (EGMs)/ Through Postal Ballots/Electronic voting of the investee companies are as follows:
|
Corporate governance matters, including changes in the state of incorporation, merger and other corporate restructuring and anti- takeover provisions. |
|
Changes to capital structure, including increase and decrease of capital and preferred stock issuances. |
|
Stock option plans and other management compensation issues. |
|
Social and corporate responsibility issues. |
|
Appointment and Removal of Directors. |
|
Any other issue that may affect the interest of the shareholders in general and interest of the unit-holders in particular. |
IAMI will exercise voting rights keeping in mind the need to improve economic value of the companies and importance of protecting the interests of unit holders of its schemes but subject to importance of the matter and cost/time implications. The analysts in equity team will make recommendations on key voting issues and same will be approved by the Head of Equity or Fund Manager. In case of conflicts or need for a clearer direction, the matter may be referred to the Voting Committee for its guidance.
E. |
Voting Committee |
As a guiding principle, IAMI shall exercise voting rights solely in the interest of unit holders of the Fund. IAMI has constituted a Voting Committee (VC). The Committee is empowered to provide guidance on the voting matters referred to it, establish voting guidelines and procedures as it may consider necessary and is responsible to ensure that these guidelines and procedures are adhered to and also make changes in the Policy as may be required from time to time. The members of this Committee are as follows:
|
CEO / COO/Head - Operations (any one) |
|
Head of Compliance or Member of compliance team |
|
Head of Equity or Fund Manager (equity) |
|
Head of Fixed Income and/ or Fund Managers (fixed income) |
|
Any other representative as the Committee may co-opt from time to time |
Broad Guidelines for functioning of Voting Committee are:
1. |
Voting Committee may record its decisions by circulation including decisions/guidance on voting matters that have been referred to it. |
2. |
Voting Committee may consult with outside experts and other investors on issues as it may deem fit |
3. |
Decisions of Voting Committee should be maintained by compliance |
4. |
Details of voting decisions taken by the Fund Management team will be presented to the Voting Committee/Investment Committee. |
5. |
Voting Committee may review this policy from time to time. |
F. |
Steps (Procedure) in Exercising Voting Rights |
The following points outline the key steps in exercising Voting rights:
1) |
Notification of company AGMs / EGMs and relevant voting items to Fund Management Team. |
2) |
The IAMI shall endeavor to vote for all holdings of the Fund, aggregated for all its schemes, but subject to the importance of the matter and the cost/time implications. The voting will cover all equity holding across all schemes of Invesco Mutual Fund. |
3) |
Custodian will send ballots and or other relevant papers (notice of meeting, proxy form, attendance slips etc.) to IAMI relating to AGM/EGM as soon as it receives. |
4) |
The fund management team is authorized to decide on voting decisions but may refer decisions to the Voting Committee for its guidance/direction. |
5) |
Based on internal discussion within the fund management team, a decision would be arrived at as to whether IAMI should vote on the proposed resolution. Routine matters and ordinary resolutions like adoption of financials (unless there are significant auditor qualifications), dividend declaration, general updating/corrective amendments to the Articles of Association would also be considered for voting purpose. However, IAMI may on a case to case basis, not vote on such resolutions, if it deems fit to do so. |
6) |
Proposed resolutions would be discussed within the fund management team and decision would be taken on whether to vote (for/ against) or abstain from voting. IAMI may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value and/or matters for which disclosure is inadequate. For the remaining proposals, IAMI would vote either for or against based on overall merits and demerits of the proposed resolution. IAMI will generally support and vote for proposals which are likely to result in maximizing long-term investment returns for unit holders. IAMI would not support and will vote against proposals that appear to be detrimental to the company financials / interest of the minority shareholders or which would adversely impact shareholders value. |
7) |
IAMI may exercise its voting rights by authorizing its own executives/authorized representative to attend the AGM/EGM or may instruct the Custodian to exercise voting rights in accordance with the instructions of IAMI. |
8) |
IAMI may exercise its voting rights through Postal Ballot or may use Electronic voting mechanism, wherever available, either through its own executives or by authorizing the Custodian. The records of voting exercised through Postal Ballot will be maintained by IAMI. |
9) |
IAMI may utilize the services of third party professional agencies for getting in-depth analyses of proposals and vote recommendations. However, the recommendations of the third party agencies will be non-binding in nature. IAMI will perform due diligence on proxy voting advisory firms at the time of initial selection as well as at the time of renewal of services of the proxy voting. The due diligence will be carried out on parameters viz. resource strength, Companies under coverage, extent of institutional ownership, depth of analysis, quality of advice / recommendations, analyst access & support, timely availability of reports, composition of board of directors, advisory board and top management, web-based interface platform and clientele. |
10) |
The rationale supporting each voting decision (For, Against and Abstain) will be recorded and such records will be retained for number of years (currently 8 years) as may be required under the SEBI (Mutual Funds) Regulations, 1996 from time to time. |
G. |
Disclosures |
The disclosures of voting rights exercised are as follows:
|
Details of votes cast by the schemes of the Fund will be uploaded on the website of IAMI (www.invescomutualfund.com) on a quarterly basis in the prescribed format within the stipulated timelines as prescribed by SEBI from time to time. |
|
Details of votes cast by the schemes of the Fund will be uploaded on the website of IAMI (www.invescomutualfund.com) on an annual basis in the prescribed format and the same will also be disclosed in Annual Report of the schemes of the Fund. |
|
Summary on actual exercise of votes cast and its break-up in terms of total number of votes cast in favor, against or abstained will also be uploaded on the website of IAMI (www.invescomutualfund.com) on an annual basis. |
H. |
Certification/Confirmation |
|
On an annual basis, IAMI will obtain a certification from scrutinizer (in terms of Rule 20 (3) (ix) of Companies (Management and Administration) Rules, 2014) on voting reports and the same will be placed before the Boards of AMC and Trustee. The scrutinizers certificate will form part of Annual Report and will also be uploaded on the website of IAMI (www.invescomutualfund.com). |
|
A confirmation shall also be submitted by Trustees in its half yearly report to SEBI that IAMI have voted on important decisions affecting interests of unitholders. |
I. |
Review |
The Board of Directors of IAMI and Trustees shall review and ensure that IAMI have voted on important decisions affecting interests of unitholders and the rationale recorded for vote decision is prudent and adequate.
References of SEBI Circular:
Sr. # |
Circular Number |
Date |
||||
1. |
SEBI/IMD/CIR No 18 / 198647 /2010 |
March 15, 2010 |
||||
2. |
E-mail from SEBI |
June 23, 2011 |
||||
3. |
CIR/IMD/DF/05/2014 |
March 24, 2014 |
||||
4. |
SEBI/HO/IMD/DF2/CIR/P/2016/68 |
August 10, 2016 |
The Voting Policy of Invesco Mutual Fund was initially approved by the Board of Directors Invesco Asset Management (India) Private Limited and Invesco Trustee Private Limited in their respective meetings held on September 16, 2010. The Voting Policy (Version 3) amended pursuant to SEBI Circular dated March 24, 2014 was approved in Board meetings of Invesco Asset Management (India) Private Limited and Invesco Trustee Private Limited held on May 22, 2014 and May 23, 2014, respectively.
The Voting Policy will be available on the website of the fund (www.invescomutualfund.com) and link will be provided on the home page.
Date of Review: May 31, 2018
Next Date of Review: On or before May 31, 2019
Noted for Implementation:
Taher Badshah Head - Equity |
Sujoy Das Head - Fixed Income |
Suresh Jakhotiya Head - Compliance & Risk |
||
Neelesh Dhamnaskar Fund Manager |
Kavita Bhanej Senior Vice President - Operations |
Noted:
Saurabh Nanavati | Ketan Ugrankar | |
Chief Executive Officer | COO & CFO |
Version History:
Version |
Date |
Description |
Initiator |
Approved by |
||||
1.0 | September 2, 2010 |
Initial Adoption of Voting Policy |
Suresh Jakhotiya |
Board of Religare Invesco AMC and Trustees at board meetings held on September 16, 2010. |
||||
2.0 | June 28, 2011 |
Policy amended pursuant to SEBI e-mail dated June 23, 2011 |
Suresh Jakhotiya |
Board of Religare Invesco AMC and Trustees at board meetings held on July 13, 2011. |
||||
3.0 | May 23, 2014 |
Policy amended pursuant to SEBI circular dated March 24, 2014 |
Suresh Jakhotiya |
Board of Religare Invesco AMC and Trustees at board meetings held on May 22, 2014 and May 23, 2014 respectively. |
||||
3.1 | July 5, 2016 |
Names of AMC and Trustee |
Suresh Jakhotiya |
N.A. |
Company were changed to reflect new names and logo was changed |
||||||||
4 | November 18, 2016 |
Amended Policy pursuant to SEBI circular dated August 10, 2016 and for the purpose of IAMIs application to SEC for registration as an advisor. |
Suresh Jakhotiya |
Board of IAMI & ITPL at their meetings held on November 18, 2016 and November 25, 2016 respectively. |
||||
5 | May 5, 2017 |
Reviewed and no changes to be made |
Suresh Jakhotiya |
N.A. | ||||
6 | May 31, 2018 |
Changes in the voting policy guidelines. |
Suresh Jakhotiya |
Board of IAMI & ITPL at their meetings held on July 13, 2018 respectively. |
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of each Funds 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 August 15, 2019.
Invesco Oppenheimer International Diversified Fund
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class Y
Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
||||||||||||||||||
American Enterprise Investment Svc. 707 2nd Ave. S. Minneapolis, MN 55402-2405 |
5.40 | % | 12.19 | % | | 16.98 | % | | | |||||||||||||||
DCGT As Trustee And/Or Cust. FBO PLIC Various Retirement Plans Omnibus Attn: NPIO Trade Desk 711 High Street Des Moines, IA 50392-0001 |
| | | | | 7.81 | % | |||||||||||||||||
Edward D. Jones & Co. FBO Customers 12555 Manchester Rd. St. Louis, MO 63131-3729 |
| | | | | 9.30 | % | |||||||||||||||||
Equitable Life for Separate Account Insurance Co. on behalf of Various Expediter 401K Plans P. O Box 8095 Boston, MA 02266-8095 |
| | 15.02 | % | | | | |||||||||||||||||
Great-West Trust Co. LLC FBO Employee Benefits Clients 401K 8515 E. Orchard Rd. 2T2 Greenwood Village, CO 80111-5002 |
| | | | | 5.26 | % | |||||||||||||||||
Hartford Life Insurance Co. Separate Account P. O. Box 2999 Hartford, CT 06104-2999 |
| | 8.77 | % | | | | |||||||||||||||||
Invesco Advisers Inc. Attn: Corporate Controller 1555 Peachtree St. NE, Ste. 1800 Atlanta, GA 30309-2499 |
| | | | 100.00 | %* | | |||||||||||||||||
LPL Financial Omnibus Customer Account Attn: Lindsay OToole 4707 Executive Drive San Diego, CA 92121-3091 |
| 6.30 | % | | 13.35 | % | | | ||||||||||||||||
Mass Mutual Life Insurance Co. Separate Investment A/C 1295 State St. MIP M200-Invest. Springfield, MA 01111-0001 |
| | 7.49 | % | | | |
F-1
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class Y
Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
||||||||||||||||||
Merrill Lynch Pierce Fenner & Smith Inc. 4800 Deer Lake Dr. East, Fl. 3 Jacksonville, FL 32246-6484 |
| | | 9.82 | % | | | |||||||||||||||||
MLPF&S for the Sole Benefit of Its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, Fl. 3 Jacksonville, FL 32246-6484 |
6.42 | % | 5.67 | % | | | | | ||||||||||||||||
Morgan Stanley Smith Barney LLC For the Exclusive FBO Its Customers 1 New York Plaza, Fl. 12 New York, NY 10004-1965 |
| 6.10 | % | | 5.32 | % | | | ||||||||||||||||
National Financial Services LLC For Exclusive Benefit of Customers Attention: Mutual Funds, 5th Floor 200 Liberty Street One World Financial Center New York, NY 10281-1003 |
10.27 | % | 7.81 | % | | 15.74 | % | | 15.62 | % | ||||||||||||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0001 |
6.58 | % | 10.30 | % | | 9.98 | % | | | |||||||||||||||
PIMS/Prudential Retirement As Nominee for the TTEE/Cust. Pl. Sunrise Senior Living 401(K) 7902 Westpark Dr. McLean, VA 22102-4202 |
| | | | | 5.74 | % | |||||||||||||||||
Sammons Financial Network 4546 Corporate Drive, Suite 100 Wdm, IA 50266-5911 |
| | 7.40 | % | | | | |||||||||||||||||
Wells Fargo Clearing Services LLC Special Custody Acct. for the Exclusive FBO Customer 2801 Market St. Saint Louis, MO 63103-2523 |
| 7.74 | % | | 5.81 | % | | |
* |
Owned of record and beneficially |
Invesco Oppenheimer Main Street Small Cap Fund
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class Y
Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
||||||||||||||||||
Invesco Advisers Inc. Attn: Corporate Controller 1555 Peachtree St. NE, Ste. 1800 Atlanta, GA 30309-2499 |
| | | | 100.00 | %* | | |||||||||||||||||
LPL Financial Omnibus Customer Account Attn: Lindsay OToole 4707 Executive Drive San Diego, CA 92121-3091 |
| 9.47 | % | | 81.83 | % | | | ||||||||||||||||
Mori & Co. Mailstop TBTS 2 922 Walnut St. Kansas City, MO 64106-1802 |
| | | | | 12.27 | % |
F-2
Class A
Shares |
Class C
Shares |
Class R
Shares |
Class Y
Shares |
Class R5
Shares |
Class R6
Shares |
|||||||||||||||||||
Name and Address of Principal Holder |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
Percentage
Owned of Record |
||||||||||||||||||
National Financial Services LLC For Exclusive Benefit of Customers Attention: Mutual Funds, 5th Floor 200 Liberty Street One World Financial Center New York, NY 10281-1003 |
5.36 | % | 7.17 | % | | | | 6.10 | % | |||||||||||||||
Oppenheimer Portfolio Series Active Allocation Attn: Fund Treasury 6803 S. Tucson Way Centennial, CO 80112-3924 |
| | | | | 32.69 | % | |||||||||||||||||
Oppenheimer Portfolio Series Growth Investor Attn: Fund Treasury 6803 S. Tucson Way Centennial, CO 80112-3924 |
| | | | | 14.78 | % | |||||||||||||||||
Oppenheimer Portfolio Series Moderate Investor Attn: Fund Treasury 6803 S. Tucson Way Centennial, CO 80112-3924 |
| | | | | 19.08 | % | |||||||||||||||||
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0001 |
5.77 | % | 6.01 | % | | | | | ||||||||||||||||
Sammons Financial Network 4546 Corporate Drive, Suite 100 Wdm, IA 50266-5911 |
| | 14.50 | % | | | |
* |
Owned of record and beneficially |
Management Ownership
Because the Funds are new, as of December 31, 2018 the trustees and officers as a group owned less than 1% of the shares outstanding of each class of each Fund.
F-3
APPENDIX G
Because the Funds are new, no management fees have been paid by the Funds as of the most recent fiscal year end. For the last three fiscal years ended April 30, the management fees payable, amounts waived and the net fees paid by each predecessor fund were as follows:
Fund | 2019 | 2018 | 2017 | |||||||||
Management Fee Payable |
Management Fee Payable |
Management Fee Payable |
||||||||||
Oppenheimer International Diversified Fund |
$ | 0 | $ | 0 | $ | 0 | ||||||
Oppenheimer Main Street Small Cap Fund |
$ | 4,717,967 | $ | 4,275,882 | $ | 3,500,633 |
G-1
APPENDIX H
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 Fund(s) that they manage and includes 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). 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 April 30, 2019 (unless otherwise noted):
H-1
Assets Managed
The following information is as of April 30, 2019 (unless otherwise noted):
Portfolio Managers |
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) |
|||||||||||||||||||
Oppenheimer International Diversified Fund |
|
|||||||||||||||||||||||
George Evans |
5 | $ | 21,165.6 | 3 | $ | 589.0 | 4 | 6 | $ | 697.9 | 1 | |||||||||||||
Oppenheimer Main Street Small Cap Fund® |
|
|||||||||||||||||||||||
Raymond Anello |
4 | $ | 3,648.7 | None | None | 1 | 1 | $ | 38.0 | 1 | ||||||||||||||
Joy Budzinski |
5 | $ | 4,819.2 | None | None | 1 | 1 | $ | 38.0 | 1 | ||||||||||||||
Kristin Ketner Pak |
4 | $ | 3,648.7 | None | None | 1 | 1 | $ | 38.0 | 1 | ||||||||||||||
Magnus Krantz |
6 | $ | 5,013.2 | None | None | 1 | 1 | $ | 38.0 | 1 | ||||||||||||||
Raman Vardharaj |
5 | $ | 6,555.5 | None | None | 1 | 1 | $ | 38.0 | 1 | ||||||||||||||
Adam Weiner |
4 | $ | 3,648.7 | None | None | 1 | 1 | $ | 38.0 | 1 | ||||||||||||||
Matthew Ziehl |
4 | $ | 3,648.7 | None | None | 1 | 1 | $ | 38.0 | 1 |
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 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 have a performance fee. |
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
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).
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 period2 |
|
Invesco3 Invesco Deutschland Invesco Hong Kong3 Invesco Asset Management Invesco India Invesco Real Estate Securities Division3 |
One-, Three- and Five-year performance against Fund peer group | |
Invesco Senior Secured3,4 Invesco Capital3,5 |
Not applicable | |
Invesco Canada3 |
One-year performance against Fund peer group Three- and Five-year performance against entire universe of Canadian funds |
|
Invesco Japan6 | One-, Three- and Five-year performance |
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-3
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.
H-4
APPENDIX I
Because the Funds are new, no administrative services fees have been paid by the Funds as of the most recent fiscal year end. Each predecessor funds advisory agreement required the predecessor funds investment adviser, at its expense, to provide the predecessor funds with adequate office space, facilities and equipment. It also required each predecessor funds investment adviser to provide and supervise the activities of all administrative and clerical personnel required to provide effective administration for each predecessor fund. Those responsibilities included the compilation and maintenance of records with respect to predecessor funds operations, the preparation and filing of specified reports, and composition of proxy materials and registration statements for the continuous public sale of shares of the predecessor funds. The management fees paid to each predecessor funds investment adviser are found in Appendix G.
I-1
APPENDIX J
Because the Funds are new, no brokerage commissions have been paid by the Funds as of the most recent fiscal year end. The predecessor funds paid brokerage commissions as follows:
Fund | Total $ Amount of Brokerage Commissions Paid | |||||||||||
2017 | 2018 | 2019 | ||||||||||
Oppenheimer International Diversified Fund |
$ | 0 | $ | 0 | $ | 0 | ||||||
Oppenheimer Main Street Small Cap Fund |
$ | 485,911 | $ | 555,403 | $ | 425,143 |
J-1
APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES)
Directed Brokerage
Because the Funds are new, no research services have been purchased by the Funds as of the most recent fiscal year end. The predecessor funds paid the following commissions to firms that provide brokerage and research services to the predecessor funds during the last fiscal year ended April 30, 2019:
Fund | Transactions |
Related Brokerage
Commissions |
||||||
Oppenheimer International Diversified Fund |
$ | 0 | $ | 0 | ||||
Oppenheimer Main Street Small Cap Fund |
$ | 614,726,334 | $ | 411,849 |
PURCHASE OF SECURITIES OF REGULAR BROKERS OR DEALERS
Because the Funds are new, no securities have been purchased by the Funds as of the most recent fiscal year end. The predecessor funds purchased securities of their regular brokers or dealers during the most recent fiscal year as follows:
Fund |
Name of Regular Broker or
Dealer or Parent of Regular Broker or Dealer |
Aggregate Holdings of the
Securities of the Issuer |
||||
Oppenheimer International Diversified Fund |
N/A | N/A | ||||
Oppenheimer Main Street Small Cap Fund |
Stifel Nicolaus & Company, Inc. | $ | 9,668,330.10 |
K-1
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 and Invesco Oppenheimer Government Money Market Fund
Initial Sales Charges. Each Invesco Fund (other than Invesco Conservative Income Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund) is grouped into one of five 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.
L-1
Class A shares of Invesco Conservative Income Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Invesco Oppenheimer Government Money Market Fund are sold without an initial sales charge.
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 OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer Gold & Special Minerals
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer International Small-Mid Company Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Main Street All Cap Fund
Invesco Oppenheimer Main Street Fund
Invesco Oppenheimer Main Street Mid-Cap Fund
Invesco Oppenheimer Main Street Small Cap Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Rising Dividends Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer Steelpath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Value Fund
Invesco Pacific Growth Fund
Invesco Peak Retirement 2015 Fund
Invesco Peak Retirement 2020 Fund
L-2
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 Offering Price |
As a
Percentage of the Net Amount Invested |
As a
the Net Amount
|
||||||||||||
Less than |
$50,000 | 5.50 | % | 5.82 | % | 5.00 | % | |||||||
$50,000 but less than |
$100,000 | 4.50 | % | 4.71 | % | 4.00 | % | |||||||
$100,000 but less than |
$250,000 | 3.50 | % | 3.63 | % | 3.00 | % | |||||||
$250,000 but less than |
$500,000 | 2.75 | % | 2.83 | % | 2.25 | % | |||||||
$500,000 but less than |
$1,000,000 | 2.00 | % | 2.04 | % | 1.75 | % |
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 Oppenheimer Corporate Bond Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Preferred Securities and Income Fund
Invesco Oppenheimer Rochester AMT-Free Municipal Fund
Invesco Oppenheimer Rochester AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester California Municipal Fund
Invesco Oppenheimer Rochester High Yield Municipal Fund
Invesco Oppenheimer Rochester Municipals Fund
Invesco Oppenheimer Rochester New Jersey Municipal Fund
Invesco Oppenheimer Rochester Pennsylvania Municipal 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 of the Public Offering Price |
As a
Percentage of the Net Amount Invested |
As a
the Net Amount
|
||||||||||||
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 | % |
L-3
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
the Public
|
As a
Percentage of the Net Amount Invested |
As a
the Net Amount
|
||||||||||||
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 Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Limited Term Government Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Rochester Limited Term California Municipal Fund
Invesco Oppenheimer Rochester Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester Short Duration High Yield Municipal Fund
Invesco Oppenheimer Short Term Municipal 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
the Public Offering Price |
As a
Percentage of
Invested |
As a
the Net Amount
|
||||||||||||
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 |
$1,000,000 | 1.25 | % | 1.27 | % | 1.00 | % |
Category V Funds
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Amount of Investment |
Investors Sales Charge | Dealer Concession | ||||||||||||
As a
Percentage of the Public Offering Price |
As a Percentage of the Net Amount Invested |
As a Percentage of
the Net Amount
|
||||||||||||
Less than |
$100,000 | 3.25 | % | 3.36 | % | 3.00 | % | |||||||
$100,000 but less than |
$250,000 | 2.75 | % | 2.83 | % | 2.50 | % | |||||||
$250,000 but less than |
$500,000 | 1.75 | % | 1.78 | % | 1.50 | % | |||||||
$500,000 but less than |
$1,000,000 | 1.25 | % | 1.27 | % | 1.25 | % |
L-4
Large Purchases of Class A Shares. Investors who purchase $1,000,000 or more of Class A shares of Category I, II or V 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 own Class A shares of Category I, II or V 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, II and V) or $500,000 or more (for Category IV Funds), are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II, IV or V 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.
L-5
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).
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, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Invesco Oppenheimer 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). |
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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. |
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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. |
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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. |
L-6
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. |
|
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. |
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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. |
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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, II or V 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.
L-7
If an investors new purchase of Class A shares of a Category I, II, IV or V 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 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, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Ultra-Short Duration Fund and Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Government Money Market Fund and Invesco Oppenheimer 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; |
L-8
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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. |
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.
L-9
Sub-Accounting and Networking Support Payments. The Transfer Agent, an Invesco Distributors Affiliate, acts as the transfer agent for the Invesco Funds, registering the transfer, issuance and redemption of Invesco Fund shares, and disbursing dividends and other distributions to Invesco Funds shareholders. However, many Invesco Fund shares are owned or held by financial intermediaries, as that term is defined above, for the benefit of their customers. In those cases, the Invesco Funds often do not maintain an account for the shareholder. Thus, some or all of the transfer agency functions for these accounts are performed by the financial intermediary. In these situations, Invesco Distributors Affiliates may make payments to financial intermediaries that sell Invesco Fund shares for certain transfer agency services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25% (for non-Class R5 shares) or 0.10% (for Class R5 shares) of average annual assets of such share classes or $19 per annum per shareholder account (for non-Class R5 shares only). No Sub-Accounting or Networking Support payments will be made with respect to Invesco Funds Class R6 shares. Invesco Distributors Affiliates also may make 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.
Alight Financial Solutions
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
L-10
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
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
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
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Reliance Trust Company
Ridge Clearing
Riversource (Ameriprise)
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
RSBCO
S I I Investments, Inc.
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Securian Financial Services, Inc.
Security Benefit
Security Distributors, Inc.
Security Financial Resources, Inc.
Sentra Securities
Signator Investors, Inc.
Silverton Capital, Corp.
Simmons First Investment Group, Inc.
Smith Barney Inc.
Smith Hayes Financial Services
Southwest Securities
Sovereign Bank
Spelman & Company
Standard Insurance Company
State Farm
State Street Bank & Trust Company
Sterne Agee Financial Services, Inc.
Stifel Nicolaus & Company
Summit
Sun Life
SunAmerica Securities, Inc.
SunGard
SunTrust
SWS Financial Services, Inc.
Symetra Investment Services Inc.
T Rowe Price
TD Ameritrade
Teacher Insurance and Annuity Association of America
TFS Securities, Inc.
The (Wilson) William Financial Group
The Bank of New York
The Huntington Investment Company
The Retirement Plan Company LLC
The Vanguard Group
Transamerica
Trautmann Maher & Associates, Inc.
Treasury Curve
Treasury Strategies
Trust Management Network, LLC
U.S. Bancorp
UBS Financial Services Inc.
UMB Financial Services, Inc.
Unified Fund Services, Inc.
Union Bank
Union Central Life Insurance Company
United Planners Financial
United States Life Insurance Company
UPromise Investment Advisors LLC
UBS Financial Services, Inc.
USI Securities, Inc.
UVEST
V S R Financial Services, Inc.
VALIC
Vanguard
Vining Sparks IBG, LP
VLP Corporate Services LLC
VOYA
VRSCO American General Distributors
Wachovia
Waddell & Reed, Inc.
Wadsworth Investment Co., Inc.
Wall Street Financial Group, Inc.
Waterstone Financial Group, Inc.
Wells Fargo
Wilmington Trust Retirement and Institutional Services Company
Woodbury Financial Services, Inc.
Xerox HR Solutions LLC
Zions Bank
Zurich American Life Insurance Company
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.
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Purchase and Redemption of Class P Shares
Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see Invesco Summit Funds prospectus for details.
Purchases of Class R Shares
Class R shares are sold at net asset value, and are not subject to an initial sales charge. For purchases of Class R shares of Category I, II or IV Funds, Invesco Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from an Employer Sponsored Retirement and Benefit Plan in which an Invesco Fund was offered as an investment option.
Percent of Cumulative Purchases
0.75% of the first $5 million plus 0.50% of amounts in excess of $5 million |
With regard to any individual purchase of Class R shares, Invesco Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plans account(s).
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.
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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.
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.
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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, IV and V 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.
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, IV or V 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 701⁄2 , 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 701⁄2 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. |
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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.
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.
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Abandoned Property. It is the responsibility of the investor to ensure that the Transfer Agent maintains a correct address for his account(s). An incorrect address may cause an investors account statements and other mailings to be returned to the Transfer Agent. Upon receiving returned mail, the Transfer Agent will attempt to locate the investor or rightful owner of the account. If the Transfer Agent is unable to locate the investor, then it will determine whether the investors account has legally been abandoned. The Transfer Agent is legally obligated to escheat (or transfer) abandoned property to the appropriate states unclaimed property administrator in accordance with statutory requirements. The investors last known address of record determines which state has jurisdiction.
Retirement and Benefit Plans Sponsored by Invesco Distributors. Invesco Distributors acts as the prototype sponsor for certain types of Retirement and Benefit Plan documents. These Retirement and Benefit Plan documents are generally available to anyone wishing to invest Retirement and Benefit Plan assets in the Funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial intermediary for details.
Miscellaneous Fees. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as:
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an annual custodial fee on accounts where Invesco Distributors acts as the prototype sponsor; |
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expedited mailing fees in response to overnight redemption requests; and |
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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 April 30, 2019, a Fund Class A shares had a net asset value per share of $6.94. The offering price, assuming an initial sales charge of 5.50%, therefore was $7.34.
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, Invesco Oppenheimer Government Money Market Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Institutional 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.
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Futures contracts may be valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. A security listed or traded on an exchange (excluding convertible bonds) held by an Invesco Fund is valued at its last sales price or official closing price on the exchange where the security is principally traded or, lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the over-the-counter market is valued on the basis of prices furnished by independent pricing services vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations the mean between the last bid and ask prices. Senior secured floating rate loans, corporate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of an Invesco Funds shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If the Adviser believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board.
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Invesco Fund may fair value the security. If an issuer specific event has occurred that the Adviser determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value in good faith using procedures approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Adviser believes, at the approved degree of certainty, that the price is not reflective of current market value, the Adviser will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts, domestic and foreign index futures, and exchange-traded funds.
Invesco Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Invesco Fund. Because the net asset value per share of each Invesco Fund is determined only on business days of the Invesco Fund, the value of the portfolio securities of an Invesco Fund that invests in foreign securities may change on days when an investor cannot exchange or redeem shares of the Invesco Fund.
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 (Certain Invesco Money Market Funds)
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
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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.
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.
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IRS Penalties. Investors who do not supply the Invesco Funds with a correct TIN will be subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not willful neglect. If an investor falsifies information on this form or makes any other false statement resulting in no backup withholding on an account which should be subject to backup withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain criminal penalties including fines and/or imprisonment.
Nonresident Aliens. Nonresident alien individuals and foreign entities with a valid Form W-8 are not subject to the backup withholding previously discussed. The Form W-8 generally remains in effect for a period starting on the date the Form is signed and ending on the last day of the third succeeding calendar year. Such shareholders may, however, be subject to federal income tax withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a withholding exemption. Nonresident alien individuals and some foreign entities failing to provide a valid Form W-8 may be subject to backup withholding and Form 1099 reporting.
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APPENDIX M
AMOUNTS PAID PURSUANT TO DISTRIBUTION PLANS
Because the Funds are new, no payments have been made to Invesco Distributors by the Funds as of the most recent fiscal year end.
For the fiscal year ended April 30, 2019, the predecessor funds made payments to their principal underwriter pursuant to their distribution and/or service plans as described below.
Oppenheimer International Diversified Fund
Class A Service Plan. For the fiscal year ended April 30, 2019, payments under the Class A service plan totaled $$3,088,095, of which $76,552 was retained by the predecessor funds distributor, including $114,365 paid to an affiliate of the distributors parent company.
Class C and Class R Distribution and Service Plans.
Class |
Total Payments
Under Plan |
Amount Retained
by Distributor |
Amount Paid to
Affiliate |
Distributors
Aggregate Unreimbursed Expenses Under the Plan |
Distributors
Unreimbursed Expenses as % of Net Assets of Class |
|||||||||||||||
Class B Plan** |
$ | 713 | $ | 668 | $ | 35 | N/A | N/A | ||||||||||||
Class C Plan |
$ | 4,328,497 | $ | 744,465 | $ | 35,505 | N/A | N/A | ||||||||||||
Class R Plan |
$ | 999,917 | $ | 70,954 | $ | 47,114 | N/A | N/A |
** |
All outstanding Class B shares of the predecessor fund were converted to Class A shares on June 1, 2018. |
Oppenheimer Main Street Small Cap Fund
Class A Service Plan. For the fiscal year ended April 30, 2019, payments under the Class A service plan totaled $329,492, of which $5,327 was retained by the predecessor funds distributor, including $17,047 paid to an affiliate of the distributors parent company.
Class C and Class R Distribution and Service Plans.
Class |
Total Payments
Under Plan |
Amount Retained
by Distributor |
Amount Paid to
Affiliate |
Distributors
Aggregate Unreimbursed Expenses Under the Plan |
Distributors
Unreimbursed Expenses as % of Net Assets of Class |
|||||||||||||||
Class C Plan |
$ | 436,371 | $ | 62,744 | $ | 2,671 | N/A | N/A | ||||||||||||
Class R Plan |
$ | 109,054 | $ | 3,646 | $ | 20,054 | N/A | N/A |
M-1
APPENDIX N
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
Because the Funds are new, no fees have been paid pursuant to the Funds Plans for the most recent fiscal year end.
Pursuant to the predecessor funds distribution plans, the predecessor funds distributor bore the expenses normally attributable to sales, including advertising and the cost of printing and mailing prospectuses, other than those furnished to existing shareholders, sales literature, advertising and certain other distribution expenses.
N-1
APPENDIX O
Because the Funds are new, no sales charges have been paid as the most recent fiscal year end. The predecessor funds paid sales charges in connection with sales of the shares of the predecessor funds as follows:
Class A Front-End Sales Charges
Fund |
Aggregate Front-End Sales Charges on
Class A Shares |
Class A Front-End Sales Charges
Retained by Distributor* |
||||||||||||||||||||||
2017 | 2018 | 2019 | 2017 | 2018 | 2019 | |||||||||||||||||||
Oppenheimer International Diversified Fund |
$ | 983,659 | $ | 2,642,093 | $ | 1,413,884 | $ | 261,384 | $ | 580,026 | $ | 317,213 | ||||||||||||
Oppenheimer Main Street Small Cap Fund |
$ | 355,440 | $ | 386,904 | $ | 502,400 | $ | 93,928 | $ | 98,348 | $ | 113,340 |
* |
Includes amounts retained by a broker-dealer that is an affiliate or a parent of the predecessor funds distributor. |
Concessions Advanced by Distributor
Fund |
Concessions on Class A
Shares Advanced by Distributor* |
Concessions on Class
B Shares Advanced by Distributor*,** |
Concessions on Class C
Shares Advanced by Distributor* |
Concessions on
Class R Shares Advanced by Distributor* |
||||||||||||||||||||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2017 | 2018 | 2019 | 2017 | 2018 | 2019 | 2017 | 2018 | 2019 | |||||||||||||||||||||||||||||||||||||
Oppenheimer International Diversified Fund |
$ | 36,183 | $ | 182,627 | $ | 90,371 | $ | 0 | $ | 0 | $ | 0 | $ | 200,183 | $ | 630,203 | $ | 350,449 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||
Oppenheimer Main Street Small Cap Fund |
$ | 14,026 | $ | 13,355 | $ | 23,141 | N/A | N/A | N/A | $ | 41,734 | $ | 41,173 | $ | 47,806 | $ | 0 | $ | 0 | $ | 0 |
* |
The Distributor advances concession payments to financial intermediaries for certain sales of Class A shares and for sales of Class C and Class R shares from its own resources at the time of sale. |
** |
All outstanding Class B shares were converted to Class A shares on June 1, 2018. |
Fund |
Class A Contingent
Deferred Sales Charges Retained by Distributor |
Class B** Contingent
Deferred Sales Charges Retained by Distributor |
Class C Contingent Deferred
Sales Charges Retained by Distributor |
Class R Contingent
Deferred Sales Charges Retained by Distributor |
||||||||||||||||||||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2017 | 2018 | 2019 | 2017 | 2018 | 2019 | 2017 | 2018 | 2019 | |||||||||||||||||||||||||||||||||||||
Oppenheimer International Diversified Fund |
$ | 10,820 | $ | 0 | $ | 8,027 | $ | 18,185 | $ | 3,583 | $ | 66 | $ | 25,455 | $ | 29,055 | $ | 50,399 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||
Oppenheimer Main Street Small Cap Fund |
$ | 878 | $ | 0 | $ | 0 | N/A | N/A | N/A | $ | 3,283 | $ | 5,368 | $ | 4,648 | $ | 0 | $ | 0 | $ | 0 |
** |
All outstanding Class B shares were converted to Class A shares on June 1, 2018. |
O-1
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. (57) | |||
- | (b) Amendment No. 1, dated August 3, 2017, to the Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (58) | |||||
- | (c) Amendment No. 2, dated December 18, 2017, to the Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (59) | |||||
- | (d) Amendment No. 3, dated January 26, 2018, to the Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (60) | |||||
- | (e) Amendment No. 4, dated October 23, 2018, to the Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (63) | |||||
- | (f) Amendment No. 5, dated March 27, 2019, to the Fourth Amended and Restated Agreement and Declaration of Trust and Registrant, dated April 11, 2017. (63) | |||||
b | - | Second Amended and Restated Bylaws of Registrant, adopted effective October 26, 2016.(55) | ||||
c | - | Articles II, VI, VII, VIII and IX of the Fourth Amended and Restated Agreement and 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 5, 2000, between the Registrant and A I M Advisors, Inc.(6) | |||
- | (b) Amendment No. 1, dated September 11, 2000, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(6) | |||||
- | (c) Amendment No. 2, dated September 1, 2001, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(8) | |||||
- | (d) Amendment No. 3, dated July 1, 2002, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(10) | |||||
- | (e) Amendment No. 4, dated September 23, 2002, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(10) | |||||
- | (f) Amendment No. 5, dated November 4, 2003, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(12) |
1
- | (g) Amendment No. 6, dated March 31, 2004, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc. (13) | |||||
- | (h) Amendment No. 7, dated April 30, 2004, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc. (13) | |||||
- | (i) Amendment No. 8, dated April 29, 2005, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and A I M Advisors, Inc. (16) | |||||
- | (j) Amendment No. 9, dated October 31, 2005, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and A I M Advisors, Inc.(18) | |||||
- | (k) Amendment No. 10, dated January 31, 2007, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and A I M Advisors, Inc.(22) | |||||
- | (l) Amendment No. 11, dated July 1, 2007, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and A I M Advisors, Inc. (23) | |||||
- | (m) Amendment No. 12, dated November 4, 2009, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly known as A I M Advisors, Inc. (34) | |||||
- | (n) Amendment No. 13, dated January 1, 2010, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (34) | |||||
- | (o) Amendment No. 14, dated February 12, 2010, to the to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (38) | |||||
- | (p) Amendment No. 15, dated April 30, 2010, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (40) | |||||
- | (q) Amendment No. 16, dated December 14, 2011, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (45) | |||||
- | (r) Amendment No. 17, dated September 24, 2012, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (48) | |||||
- | (s) Amendment No. 18, dated July 31, 2013, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (51) | |||||
- | (t) Amendment No. 19, dated October 14, 2014, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (53) | |||||
- | (u) Amendment No. 20, dated June 20, 2016, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (55) |
2
- | (v) Amendment No. 21, dated December 18, 2017, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc (59) | |||||
- | (w) Amendment No. 22, dated May 24, 2019, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (64) | |||||
(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. (25) | ||||
- | (b) Amendment No. 1, dated November 11, 2009, to the 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.) (34) | |||||
- | (c) Amendment No. 2, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd.(34) | |||||
- | (d) Amendment No. 3, dated February 12, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd.(38) | |||||
- | (e) Amendment No. 4, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd.(40) | |||||
- | (f) Amendment No. 5, dated December 14, 2011, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Ltd, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (previously known as Invesco Trimark Ltd.) and Invesco Trimark Ltd.(45) |
3
4
- | (c) Amendment No. 2, dated September 25, 2012, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(52) | |||||
- | (d) Amendment No. 3, dated February 25, 2013, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(52) | |||||
- | (e) Amendment No. 4, dated December 16, 2013, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(52) | |||||
- | (f) Amendment No. 5, dated April 22, 2014, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(52) | |||||
- | (g) Amendment No. 6, dated June 6, 2014, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(52) | |||||
- | (h) Amendment No. 7, dated October 14, 2014, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(53) | |||||
- | (i) Amendment No. 8, dated September 30, 2015, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(54) | |||||
- | (j) Amendment No. 9, dated December 21, 2015, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(54) | |||||
- | (k) Amendment No. 10, dated June 30, 2016, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(55) | |||||
- | (l) Amendment No. 11, dated July 1, 2016, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(55) | |||||
- | (m) Amendment No. 12, dated July 27, 2016, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(55) | |||||
- | (n) Amendment No. 13, dated October 28, 2016, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(55) | |||||
- | (o) Amendment No. 14, dated February 27, 2017, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(55) | |||||
- | (p) Amendment No. 15, dated April 11, 2017, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(58) |
5
- | (q) Amendment No. 16, dated December 15, 2017, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(59) | |||||
- | (r) Amendment No. 17, dated December 18, 2017, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(59) | |||||
- | (s) Amendment No. 18, dated April 30, 2018, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011.(63) | |||||
- | (t) Amendment No. 19, dated November 1, 2018, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Capital Management, LLC dated December 14, 2011.(63) | |||||
- | (u) Amendment No. 20, dated May 24, 2019, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Capital Management, LLC dated December 14, 2011.(65) | |||||
- | (v) Amendment No. 21, dated August 15, 2019, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Capital Management, LLC dated December 14, 2011.(65) | |||||
(4) | - | (a) Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017.(60) | ||||
- | (b) Amendment No. 1, dated December 15, 2017 to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017.(60) | |||||
- | (c) Amendment No. 2, dated December 18, 2017 to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017.(60) | |||||
- | (d) Amendment No. 3, dated April 30, 2018, to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017.(63) | |||||
- | (e) Amendment No. 4, dated November 1, 2018, to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017.(63) | |||||
- | (f) Amendment No. 5, dated May 24, 2019, to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017. (65) | |||||
- | (g) Amendment No. 6, dated August 15, 2019, to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017. (65) | |||||
(5) | - | (a) Sub-Advisory Contract Invesco Advisers, Inc. and OppenheimerFunds, Inc. dated May 24, 2019. (65) |
6
- | (b) Amendment No. 1, dated August 15, 2019, to the Sub-Advisory Contract Invesco Advisers, Inc. and OppenheimerFunds, Inc. dated May 24, 2019. (65) | |||||
e | (1) | - | (a) Master Distribution Agreement, dated July 1, 2014, between the Registrant and Invesco Distributors, Inc.(52) | |||
- | (b) Amendment No. 1, dated October 14, 2014, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(53) | |||||
- | (c) Amendment No. 2, dated January 30, 2015, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc. (53) | |||||
- | (d) Amendment No. 3, dated April 30, 2015, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(54) | |||||
- | (e) Amendment No. 4, dated June 15, 2015, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(54) | |||||
- | (f) Amendment No. 5, dated September 30, 2015, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(54) | |||||
- | (g) Amendment No. 6, dated December 21, 2015, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc. (54) | |||||
- | (h) Amendment No. 7, dated February 26, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc. (54) | |||||
- | (i) Amendment No. 8, dated April 29, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc. (55) | |||||
- | (j) Amendment No. 9, dated June 20, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc. (55) | |||||
- | (k) Amendment No. 10, dated June 28, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(55) | |||||
- | (l) Amendment No. 11, dated July 1, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(55) | |||||
- | (m) Amendment No. 12, dated July 27, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(55) | |||||
- | (n) Amendment No. 13, dated October 28, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(55) |
7
- | (o) Amendment No. 14, dated December 1, 2016, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(55) | |||||
- | (p) Amendment No. 15, dated February 27, 2017, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(55) | |||||
- | (q) Amendment No. 16, dated December 15, 2017, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(59) | |||||
- | (r) Amendment No. 17, dated December 18, 2017, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(59) | |||||
- | (s) Amendment No. 18, dated April 30, 2018, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(63) | |||||
- | (t) Amendment No. 19, dated July 26, 2018, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors.(63) | |||||
- | (u) Amendment No. 20, dated November 1, 2018, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(63) | |||||
- | (v) Amendment No. 21, dated May 24, 2019, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(65) | |||||
- | (w) Amendment No. 22, dated August 15, 2019, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc.(65) | |||||
(2) | - | Form of Selected Dealer Agreement for Investment Companies Managed by Invesco Aim Distributors, Inc.(26) | ||||
(3) | - | Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks.(26) | ||||
f | (1) | - | Form of Invesco Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2013.(51) | |||
(2) | - | (a) Form of Invesco Funds Trustee Deferred Compensation Agreement, as approved by the Board of Directors/Trustees on December 31, 2011.(44) | ||||
- | (b) Form of Amendment to Form of Invesco Funds Trustee Deferred Compensation Agreement, as approved by the Board of Directors/Trustees on December 31, 2011.(54) | |||||
g | (1) | - | Master Custodian Agreement, dated June 1, 2018, between State Street Bank and Trust Company and Registrant.(63) |
8
(2) | - | Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York.(7) | ||||
(3) | - | Foreign Assets Delegation Agreement, dated November 6, 2006, between Registrant and AIM Advisors, Inc.(23) | ||||
h | (1) | - | (a) Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc.(42) | |||
- | (b) Amendment No. 1, dated March 16, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (44) | |||||
- | (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. (45) | |||||
- | (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. (48) | |||||
- | (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. (51) | |||||
- | (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. (58) | |||||
- | (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. (60) | |||||
- | (h) Notice to Transfer Agent, dated May 24, 2019, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (65) | |||||
(2) | - | (a) Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. (21) | ||||
- | (b) Amendment No. 1, dated January 31, 2007, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. (22) | |||||
- | (c) Amendment No. 2, dated November 4, 2009, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc., formerly known as A I M Advisors, Inc.(34) | |||||
- | (d) Amendment No. 3, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (34) |
9
10
(4) | - | Memorandum of Agreement, dated July 1, 2019, regarding expense limitations, between Registrant and Invesco Advisers, Inc. (65) | ||||
(5) | - | Memorandum of Agreement, dated July 1, 2019, regarding advisory fee waivers and affiliated money market fund waivers, between Registrant and Invesco Advisers, Inc. (65) | ||||
(6) | - | Interfund Lending Agreement, dated December 12, 2016, between Registrant and Invesco Advisers, Inc. (55) | ||||
(7) | - | Expense Reimbursement Agreement related to DST Transfer Agent System Conversion, dated June 30, 2003. (13) | ||||
i | - | Legal Opinion None | ||||
j | (1) | - | Consent of Stradley Ronon Stevens & Young, LLP. (65) | |||
(2) | Consent of KPMG LLP (65) | |||||
k | - | Omitted Financial Statements Not Applicable. | ||||
l | (1) | - | (a) Initial Capital Agreement dated April 29, 2004, for AIM Aggressive Allocation Fund, AIM Conservative Allocation Fund and AIM Moderate Allocation Fund. (13) | |||
- | (b) Initial Capital Agreement dated April 28, 2005, for AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund. (16) | |||||
- | (c) Initial Capital Agreement dated October 31, 2005, for AIM Income Allocation Fund and AIM International Allocation Fund. (18) | |||||
- | (d) Initial Capital Agreement dated January 29, 2007, for AIM Independence Now Fund, Aim Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund. (22) | |||||
- | (e) Initial Capital Agreement dated October 2, 2008, for Class Y shares of AIM Basic Value Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund, AIM Independence 2050 Fund, AIM International Allocation Fund, AIM Mid Cap Core Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM Small Cap Growth Fund.(30) | |||||
- | (f) Initial Capital Agreement dated September 24, 2009, for Class S shares of AIM Conservative Allocation Fund, AIM Growth Allocation Fund and AIM Moderate Allocation Fund. (30) | |||||
- | (g) Initial Capital Agreement dated June 1, 2010, for institutional Class shares of Invesco Van Kampen Harbor Fund, Invesco Van Kampen Real Estate Securities Fund and Invesco Van Kampen U.S. Mortgage Fund. (40) | |||||
- | (h) Initial Capital Agreement dated October 9, 2014, for Invesco Alternatives Strategies Fund and Invesco Multi-Asset Inflation Fund. (53) |
11
- | (i) Initial Capital Agreement dated December 29, 2017, for 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 and Invesco Peak Retirement Now Fund. (60) | |||||
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 Investments Trust (Compensation), effective as of July 1, 2016. (55) | |||
- | (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 Investments Trust (Compensation), effective as of July 1, 2016. (55) | |||||
- | (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 Investments Trust (Compensation), effective as of July 1, 2016. (55) | |||||
- | (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 Investments Trust (Compensation), effective as of July 1, 2016. (57) | |||||
- | (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 Investments Trust (Compensation), effective as of July 1, 2016. (57) | |||||
- | (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 Investments Trust (Compensation), effective as of July 1, 2016. (57) | |||||
- | (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), effective as of July 1, 2016. (57) | |||||
- | (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), effective as of July 1, 2016. (58) | |||||
- | (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), effective as of July 1, 2016. (59) |
12
- | (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), effective as of July 1, 2016. (59) | |||||
- | (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), effective as of July 1, 2016. (60) | |||||
- | (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), effective as of July 1, 2016. (63) | |||||
- | (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), effective as of July 1, 2016. (63) | |||||
- | (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), effective as of July 1, 2016. (63) | |||||
- | (o) Amendment No. 14, dated May 24, 2019, 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), effective as of July 1, 2016. (65) | |||||
(2) | - | (a) Second Amended and Restated Distribution Plan (Class A, AX, C, CX, Investor Class, R and RX Shares) (Reimbursement), effective July 1, 2015. (54) | ||||
- | (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), effective July 1, 2015. (55) | |||||
- | (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), effective as of July 1, 2015. (55) | |||||
- | (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), effective as of July 1, 2015.(63) | |||||
(3) | - | Distribution and Service Plan (Class A, C and R Shares of Invesco Oppenheimer Funds) (Compensation) dated December 14, 2018. (65) | ||||
(4) | - | Service Plan (Class A Shares of Invesco Oppenheimer Funds (Reimbursement) dated December 14, 2018. (65) | ||||
n | (1) | - | Twenty-Fourth Amended and Restated Multiple Class Plan of The Invesco Family of Funds effective December 1, 2017, as amended and restated effective July 30, 2018.(63) | |||
o | - | Reserved. |
13
p | (1) | - | Invesco Advisers, Inc. Code of Ethics amended January 1, 2019, relating to Invesco Advisers, Inc. and any of its subsidiaries. (63) | |||
(2) | - | Invesco UK Code of Ethics dated February 1, 2019, relating to Invesco Asset Management Limited. (63) | ||||
(3) | - | Invesco Ltd. Code of Conduct, dated October 2018, relating to Invesco Asset Management (Japan) Limited.(63) | ||||
(4) | - | Invesco Hong Kong Limited Code of Ethics dated November 2018, relating to Invesco Hong Kong Limited. (63) | ||||
(5) | - | Invesco Ltd. Code of Conduct, dated October 2018, relating to Invesco Canada Ltd. (63) | ||||
(6) | - | Invesco EMEA (ex UK) Employees Code of Ethics dated 2018, relating to Invesco Asset Management Deutschland (GmbH)(63) | ||||
(7) | - | Invesco Senior Secured Management Code of Ethics Policy revised August 2018 and Invesco Advisers, Inc. Code of Ethics, amended January 1, 2019. (63) | ||||
(8) | - | Invesco Capital Management, LLC (formerly Invesco PowerShares Capital Management, LLC) Code of Ethics amended January 1, 2019. (63) | ||||
(9) | - | Invesco Asset Management (India) PVT. LTD. Personal Trading Policy amended June 30, 2018 and Invesco Ltd. Code of Conduct dated October 2018 relating to Invesco Asset Management (India) PVT. LTD. (63) | ||||
q | - | (a) Powers of Attorney for Arch, Crockett, Fields, Flanagan, Hostetler, Jones, Mathai-Davis, Ressell, Stern, Stickel, Taylor, Troccoli and Wilson dated March 28, 2018. (60) | ||||
- | (b) Power of Attorney for LaCava March 1, 2019. (63) | |||||
- | (c) Powers of Attorney for Brown, Krentzman, Motley, Vandivort and Vaughn dated June 10, 2019. (65) |
(1) |
Incorporated by reference to PEA No. 43, filed on June 1, 1998. |
(2) |
Incorporated by reference to PEA No. 45, filed on August 26, 1998. |
(3) |
Incorporated by reference to PEA No. 46, filed on February 12, 1999. |
(4) |
Incorporated by reference to PEA No. 47, filed on April 14, 1999. |
(5) |
Incorporated by reference to PEA No. 48, filed on April 28, 2000. |
(6) |
Incorporated by reference to PEA No. 49, filed on April 24, 2001. |
(7) |
Incorporated by reference to PEA No. 50, filed on December 28, 2001. |
(8) |
Incorporated by reference to PEA No. 51, filed on April 26, 2002. |
(9) |
Incorporated by reference to PEA No. 52, filed on April 24, 2003. |
(10) |
Incorporated by reference to PEA No. 53, filed on April 24, 2003. |
(11) |
Incorporated by reference to PEA No. 54, filed on August 28, 2003. |
(12) |
Incorporated by reference to PEA No. 55, filed on February 13, 2004. |
(13) |
Incorporated by reference to PEA No. 56, filed on April 30, 2004. |
(14) |
Incorporated by reference to PEA No. 57, filed on February 11, 2005. |
(15) |
Incorporated by reference to PEA No. 58, filed on April 26, 2005. |
(16) |
Incorporated by reference to PEA No. 59, filed on August 11, 2005. |
(17) |
Incorporated by reference to PEA No. 61, filed on October 28, 2005. |
(18) |
Incorporated by reference to PEA No. 62, filed on November 1, 2005. |
(19) |
Incorporated by reference to PEA No. 63, filed on February 23, 2006. |
(20) |
Incorporated by reference to PEA No. 64, filed on April 19, 2006. |
(21) |
Incorporated by reference to PEA No. 65, filed on November 13, 2006. |
(22) |
Incorporated by reference to PEA No. 66, filed on April 26, 2007. |
14
(23) |
Incorporated by reference to PEA No. 67, filed on February 11, 2008. |
(24) |
Incorporated by reference to PEA No. 68, filed on April 28, 2008. |
(25) |
Incorporated by reference to PEA No. 69, filed on September 23, 2008. |
(26) |
Incorporated by reference to PEA No. 70, filed on April 28, 2009. |
(27) |
Incorporated by reference to PEA No. 71, filed on June 25, 2009. |
(28) |
Incorporated by reference to PEA No. 72, filed on July 24, 2009. |
(29) |
Incorporated by reference to PEA No. 75, filed on September 21, 2009. |
(30) |
Incorporated by reference to PEA No. 77, filed on September 24, 2009. |
(31) |
Incorporated by reference to PEA No. 79, filed on November 25, 2009. |
(32) |
Incorporated by reference to PEA No. 80, filed on December 11, 2009. |
(33) |
Incorporated by reference to PEA No. 81, filed on February 5, 2010 |
(34) |
Incorporated by reference to PEA No. 83, filed on February 10, 2010. |
(35) |
Incorporated by reference to PEA No. 84, filed on February 11, 2010. |
(36) |
Incorporated by reference to PEA No. 85, filed on February 11, 2010. |
(37) |
Incorporated by reference to PEA No. 86, filed on February 18, 2010. |
(38) |
Incorporated by reference to PEA No. 87, filed on April 27, 2010. |
(39) |
Incorporated by reference to PEA No. 88, filed on May 28, 2010. |
(40) |
Incorporated by reference to PEA No. 89, filed on July 26, 2010. |
(41) |
Incorporated by reference to PEA No. 90, filed on October 21, 2010. |
(42) |
Incorporated by reference to PEA No. 92, filed on December 23, 2010. |
(43) |
Incorporated by reference to PEA No. 93, filed on January 27, 2011. |
(44) |
Incorporated by reference to PEA No. 94, filed on April 26, 2011. |
(45) |
Incorporated by reference to PEA No. 97, filed on April 26, 2012. |
(46) |
Incorporated by reference to PEA No. 99, filed on September 21, 2012. |
(47) |
Incorporated by reference to PEA No. 101, filed on February 28, 2013. |
(48) |
Incorporated by reference to PEA No. 102, filed on April 26, 2013. |
(49) |
Incorporated by reference to PEA No. 104, filed on September 30, 2013. |
(50) |
Incorporated by reference to PEA No. 107, filed on January 29, 2014. |
(51) |
Incorporated by reference to PEA No. 112, filed on April 24, 2014. |
(52) |
Incorporated by reference to PEA No. 124, filed on September 26, 2014. |
(53) |
Incorporated by reference to PEA No. 126, filed on April 28, 2015. |
(54) |
Incorporated by reference to PEA No. 128, filed on April 27, 2016. |
(55) |
Incorporated by reference to PEA No. 130, filed on March 31, 2017. |
(56) |
Incorporated by reference to PEA No. 132, filed on April 26, 2017. |
(57) |
Incorporated by reference to PEA No. 134, filed on June 5, 2017. |
(58) |
Incorporated by reference to PEA No. 136, filed on October 4, 2017. |
(59) |
Incorporated by reference to PEA No. 137, filed on December 15, 2017. |
(60) |
Incorporated by reference to PEA No. 139, filed on April 26, 2018. |
(61) |
Incorporated by reference to PEA No. 141, filed on November 2, 2018. |
(62) |
Incorporated by reference to PEA No. 143, filed on January 23, 2019. |
(63) |
Incorporated by reference to PEA No. 145, filed on April 29, 2019. |
(64) |
Incorporated by reference to PEA No. 147, filled on May 23, 2019. |
(65) |
Filed herewith electronically. |
Item 29. |
Persons Controlled by or Under Common Control With the Fund |
None.
Item 30. |
Exhibits |
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, as amended, 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, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrants Bylaws and other applicable law; (iii) in
15
case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $100,000,000 and an additional $40,000,000 of excess coverage (plus an additional $30,000,000 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 Advisers to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco, 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. and separate Sub-Advisory Agreements with each of Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (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.
16
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in connection with the successful defense of any action suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the shares being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.
Item 31. |
Business and Other Connections of Investment Adviser |
The only employment of a substantial nature of Invescos directors and officers is with Invesco and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd., Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Capital Management LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (each a Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated by reference. Reference is also made to the caption Fund Management The Advisers in each Prospectus which comprises Part A of the Registration Statement, and to the caption Investment Advisory and Other Services of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 32(b) of this Part C.
Item 32. |
Principal Underwriters |
(a) |
Invesco Distributors, Inc., the Registrants principal underwriter, also acts as a principal underwriter to the following investment companies: |
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM 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 Senior Loan Fund
Invesco Management Trust
Invesco Actively Managed Exchange-Traded Commodity Fund Trust
Invesco Actively Managed Exchange-Traded Fund Trust
Invesco Exchange-Traded Fund Trust
Invesco Exchange-Traded Fund Trust II
Invesco Exchange-Traded Self-Indexed Fund Trust
Invesco India Exchange-Traded Fund Trust
Short-Term Investments Trust
17
Item 32. |
Principal Underwriters |
(b) |
The following table sets forth information with respect to each director, officer or partner of Invesco Distributors, Inc. |
Name and Principal Business Address* |
Positions and Offices with Underwriter |
Positions and Offices with Registrant |
||
John McDonough | President & Chief Executive Officer | None | ||
Adam Rochlin | Senior Vice President | None | ||
Annette J. Lege | Treasurer | None | ||
Ben Utt | Executive Vice President | None | ||
Benjamin Stewart | Senior Vice President | None | ||
Brian Kiley | Senior Vice President | None | ||
Brian Levitt | Senior Vice President | None | ||
Christina Nasta | Senior Vice President | None | ||
Clint Modler | Senior Vice President | None | ||
Crissie Wisdom |
Anti-Money Laundering Compliance Officer |
Anti-Money Laundering Compliance Officer |
||
Daniel E. Draper | Senior Vice President | None | ||
David Borrelli | Senior Vice President | None | ||
Donna White | Senior Vice President | None | ||
Eliot Honaker | Senior Vice President | None | ||
Gary K. Wendler | Senior Vice President, Director, Marketing Research & Analysis | Assistant Vice President | ||
George Fahey | Senior Vice President | None | ||
Jeffrey H. Kupor | Secretary & Senior Vice President | Secretary, Senior Vice President & Chief Legal Officer | ||
Jill Glazerman | Senior Vice President | None | ||
John Fortuna | Senior Vice President | None | ||
John Hoffman | Senior Vice President | None | ||
John M. Zerr | Senior Vice President | Senior Vice President | ||
Kamal Bhatia | Senior Vice President | None | ||
Ken Brodsky | Senior Vice President | None | ||
Kevin Neznek | Senior Vice President | None | ||
Mark W. Gregson | Chief Financial Officer | None | ||
Paul Blease | Senior Vice President | None | ||
Peter Mintzberg | Senior Vice President | None | ||
Peter S. Gallagher | Director | Assistant Vice President | ||
Rocco Benedetto | Senior Vice President | None | ||
Rohit Vohra | Senior Vice President | None | ||
Tony Oh |
Senior Vice President & Assistant Treasurer |
None | ||
Trisha B. Hancock |
Senior Vice President & Chief Compliance Officer |
None | ||
Yunchang Qiu | Senior Vice President | None |
* |
11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173 |
(c) |
Not applicable. |
18
Item 33. |
Location of Accounts and Records |
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, will maintain physical possession of each such account, book or other document of the Registrant at the Registrants principal executive offices, 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, except for those maintained at its Atlanta offices at the address listed above and at its Louisville, Kentucky offices, 400 West Market Street, Suite 3300, Louisville, Kentucky 40202 and except for those relating to certain transactions in portfolio securities that are maintained by the Registrants Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110-2801, and the Registrants Transfer Agent and Dividend Paying Agent, Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, Missouri 64121-9078.
Records may also be maintained at the offices of:
Invesco Asset Management Deutschland GmbH
An der Welle 5
1st Floor
Frankfurt, Germany 60322
Invesco Asset Management Limited
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire, RG91HH
United Kingdom
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114
Invesco Hong Kong Limited
41/F Champion Tower
Three Garden Road, Central
Hong Kong
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
Invesco Canada Ltd.
5140 Yonge Street
Suite 800
Toronto, Ontario
Canada M2N 6X7
19
Item 33. |
Location of Accounts and Records |
Invesco Capital Management LLC
3500 Lacy Road, Suite 700
Downers Grove, IL 60515
Invesco Asset Management (India) Private Limited
3rd Floor, GYS Infinity, Subhash Road
Paranjpe B. Scheme, Ville Parle (East)
Mumbai 400 057, India
OppenheimerFunds, Inc.
225 Liberty Street
New York, NY 10281
Item 34. |
Management Services |
None.
Item 35. |
Undertakings |
None.
20
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 August, 2019.
Registrant: | AIM GROWTH SERIES | |||
(INVESCO GROWTH SERIES) | ||||
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) |
August 27, 2019 |
||
/s/ David C. Arch* (David C. Arch) |
Trustee |
August 27, 2019 |
||
/s/ Beth Ann Brown*** (Beth Ann Brown) |
Trustee |
August 27, 2019 |
||
/s/ Bruce L. Crockett* (Bruce L. Crockett) |
Chair & Trustee |
August 27, 2019 |
||
/s/ Jack M. Fields* (Jack M. Fields) |
Trustee |
August 27, 2019 |
||
/s/ Martin L. Flanagan* (Martin L. Flanagan) |
Vice Chair & Trustee |
August 27, 2019 |
||
/s/ Cynthia Hostetler* (Cynthia Hostetler) |
Trustee |
August 27, 2019 |
||
/s/ Eli Jones* (Eli Jones) |
Trustee |
August 27, 2019 |
||
/s/ Elizabeth Krentzman*** (Elizabeth Krentzman) |
Trustee |
August 27, 2019 |
||
/s/ Anthony J. LaCava, Jr.** (Anthony J. LaCava, Jr.) |
Trustee |
August 27, 2019 |
||
/s/ Prema Mathai-Davis* (Prema Mathai-Davis) |
Trustee |
August 27, 2019 |
/s/ Joel W. Motley*** (Joel W. Motley) |
Trustee |
August 27, 2019 |
||
/s/ Teresa M. Ressel* (Teresa M. Ressel) |
Trustee |
August 27, 2019 |
||
/s/ Ann Barnett Stern* (Ann Barnett Stern) |
Trustee |
August 27, 2019 |
||
/s/ Raymond Stickel, Jr.* (Raymond Stickel, Jr.) |
Trustee |
August 27, 2019 |
||
/s/ Philip A. Taylor* (Philip A. Taylor) |
Trustee |
August 27, 2019 |
||
/s/ Robert C. Troccoli* (Robert C. Troccoli) |
Trustee |
August 27, 2019 |
||
/s/ Daniel S. Vandivort*** (Daniel S. Vandivort) |
Trustee |
August 27, 2019 |
||
/s/ James D. Vaughn*** (James D. Vaughn) |
Trustee |
August 27, 2019 |
||
/s/ Christopher L. Wilson* (Christopher L. Wilson) |
Trustee |
August 27, 2019 |
||
/s/ Kelli Gallegos (Kelli Gallegos) |
Vice President &
(Principal Financial Officer) |
August 27, 2019 |
By: | /s/ Sheri Morris | |
Sheri Morris | ||
Attorney-in-Fact |
* |
Sheri Morris, pursuant to powers of attorney dated March 28, 2018, filed in the Registrants Post-Effective Amendment No. 139 on April 26, 2018. |
** |
Sheri Morris, pursuant to powers of attorney dated March 1, 2019, in the Registrants Post-Effective Amendment No. 145 on April 29, 2019. |
*** |
Sheri Morris, pursuant to powers of attorney dated June 10, 2019, filed herewith. |
INDEX
Exhibit Number |
Description |
|
d(2)(m) |
Amendment No. 11, dated May 24, 2019, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to Invesco Advisors, Inc., on behalf of Registrant, and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited., Invesco Asset Management (Japan) Ltd, Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. | |
d(3)(u) |
Amendment No. 20, dated May 24, 2019, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Capital Management, LLC dated December 14, 2011. | |
d(3)(v) |
Amendment No. 21, dated August 15, 2019, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Capital Management, LLC dated December 14, 2011. | |
d(4)(f) |
Amendment No. 5, dated May 24, 2019, to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017. | |
d(4)(g) |
Amendment No. 6, dated August 15, 2019, to Sub-Advisory Contract Invesco Advisers, Inc. and Invesco Asset Management (India) Private Limited dated April 11, 2017. | |
d(5)(a) |
Sub-Advisory Contract Invesco Advisers, Inc. and OppenheimerFunds, Inc. dated May 24, 2019. | |
d(5)(b) |
Amendment No. 1, dated August 15, 2019, to the Sub-Advisory Contract Invesco Advisers, Inc. and OppenheimerFunds, Inc. dated May 24, 2019. | |
e(1)(v) |
Amendment No. 21, dated May 24, 2019, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc. | |
e(1)(w) |
Amendment No. 22, dated August 15, 2019, to the Master Distribution Agreement, dated July 1, 2014, by and between Registrant and Invesco Distributors, Inc. | |
h(1)(h) |
Notice to Transfer Agent, dated May 24, 2019, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. | |
h(2)(n) |
Amendment No. 13, dated January 1, 2019, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. | |
h(2)(o) |
Amendment No. 14, dated May 24, 2019, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. | |
h(4) |
Memorandum of Agreement, dated July 1, 2019, regarding expense limitations, between Registrant and Invesco Advisers, Inc. | |
h(5) |
Memorandum of Agreement, dated July 1, 2019, regarding advisory fee waivers and affiliated money market fund waivers, between Registrant and Invesco Advisers, Inc. |
j(1) |
Consent of Stradley Ronon Stevens & Young, LLP. | |
j(2) |
Consent of KPMG LLP | |
m(1)(o) |
Amendment No. 14, dated May 24, 2019, 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), effective as of July 1, 2016. | |
m(3) |
Distribution and Service Plan (Class A, C and R Shares of Invesco Oppenheimer Funds) (Compensation) dated December 14, 2018. | |
m(4) |
Service Plan (Class A shares of Invesco Oppenheimer Funds) (Reimbursement) dated December 14, 2018. | |
q(c) |
Powers of Attorney for Brown, Krentzman, Motley, Vandivort and Vaughn dated June 10, 2019. |
AMENDMENT NO. 11
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of May 24, 2019, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Contract), dated May 1, 2008, between Invesco Advisers, Inc. (the Adviser), on behalf of AIM Growth Series (Invesco Growth Series), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a Sub-Adviser and, collectively, the Sub-Advisers).
W I T N E S S E T H:
WHEREAS, the Trust desires to amend the Agreement to add Invesco Oppenheimer International Diversified Fund, Invesco Oppenheimer Main Street Mid Cap Fund®, Invesco Oppenheimer Main Street Small Cap Fund®, Invesco Oppenheimer Master Event-Linked Bond Fund, Invesco Oppenheimer Mid Cap Value Fund, Invesco Oppenheimer Portfolio Series: Active Allocation Fund, Invesco Oppenheimer Portfolio Series: Conservative Investor Fund, Invesco Oppenheimer Portfolio Series: Growth Investor Fund and Invesco Oppenheimer Portfolio Series: Moderate Investor Fund;
NOW, THEREFORE, the parties agree that;
1. |
Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: |
EXHIBIT A
Funds
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 Convertible Securities Fund
Invesco Conservative Allocation 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 Moderate Allocation Fund
Invesco Multi-Asset Inflation Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor 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
Invesco Small Cap Growth Fund
2. |
All other terms and provisions of the Contract not amended shall remain in full force and effect. |
2
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: |
/s/ Jeffrey H. Kupor |
|
Name: | Jeffrey H. Kupor | |
Title: | Senior Vice President |
3
INVESCO CANADA LTD. | ||
Sub-Adviser | ||
By: | /s/ Harsh Damani | |
Name: | Harsh Damani | |
Title: | Chief Financial Officer, Funds and North America Head Fund Accounting and Fund Expenses | |
By: | /s/ David C. Warren | |
Name: | David C. Warren | |
Title: | Executive Vice President and Chief Financial Officer |
4
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH | ||||
Sub-Adviser | ||||
By: | /s/ Carsten Majer | /s/ Alexander Taft | ||
Name: | Carsten Majer | Alexander Taft | ||
Title: | Geschaftsfuhrer | Geschaftscuhrer |
5
INVESCO ASSET MANAGEMENT LIMITED | ||
Sub-Adviser | ||
By: | /s/ Graeme Proudfoot | |
Name: | Graeme Proudfoot | |
Title: | Director |
6
INVESCO ASSET MANAGEMENT (JAPAN) LTD. | ||
Sub-Adviser | ||
By: | /s/ Masakazu Hasegawa | |
Name: | Masakazu Hasegawa | |
Title: | Managing Director |
7
INVESCO HONG KONG LIMITED | ||||
Sub-Adviser | ||||
By: | /s/ Pang Sun Chu | /s/ Lee Siu Mei | ||
Name: | Pang Sin Chu | Lee Siu Mei | ||
Title: | Authorized Signatories |
8
INVESCO SENIOR SECURED MANAGEMENT, INC. | ||
Sub-Adviser | ||
By: |
/s/ Stephen Swanson |
|
Name: | Stephen Swanson | |
Title: | Secretary and General Counsel |
9
AMENDMENT NO. 20
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of May 24, 2019, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add the Invesco Oppenheimer Funds listed in Exhibit A, effective May 24, 2019;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
The Contract is hereby amended to include the Funds listed on Exhibit A to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Equity Funds (Invesco Equity Funds) (AEF), AIM Funds Group (Invesco Funds Group) (AFG), AIM Growth Series (Invesco Growth Series) (AGS), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM Investment Securities Funds (Invesco Investment Securities Funds) (AIS), AIM Sector Funds (Invesco Sector Funds) (ASEF), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (ATEF), AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (ATST), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (AVIF), Invesco Exchange Fund, Invesco Management Trust (IMT), Invesco Securities Trust (IST) and Short-Term Investments Trust (STIT) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect the funds set forth in Exhibit A attached hereto (each a Fund and collectively, the Funds); and
2. |
All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ Jeffrey H. Kupor | |
Name: | Jeffrey H. Kupor | |
Title: | Senior Vice President |
2
INVESCO CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: | /s/ Daniel E. Draper | |
Name: | Daniel E. Draper | |
Title: | Managing Director Invesco Global ETFs |
3
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor 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
4
Invesco Peak Retirement 2055 Fund
Invesco Peak Retirement 2060 Fund
Invesco Peak Retirement 2065 Fund
Invesco Peak Retirement Now Fund
Invesco Quality Income Fund
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Opportunities Fund
Invesco Global Responsibility Equity Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Select Equity Fund
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Select Equity Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
5
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond Fund
Invesco U.S. Managed Volatility Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal Fund
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Invesco Premier Portfolio
Invesco Premier Tax-Exempt Portfolio
6
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Invesco Government & Agency Portfolio
Invesco Oppenheimer Institutional Government Money Market Fund
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
7
AMENDMENT NO. 21
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of August 15, 2019, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to remove Invesco Oppenheimer Institutional Government Money Market Fund, a series portfolio of Short-Term Investments Trust, due to liquidation, effective August 15, 2019;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
The Contract is hereby amended to include the Funds listed on Exhibit A to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Equity Funds (Invesco Equity Funds) (AEF), AIM Funds Group (Invesco Funds Group) (AFG), AIM Growth Series (Invesco Growth Series) (AGS), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM Investment Securities Funds (Invesco Investment Securities Funds) (AIS), AIM Sector Funds (Invesco Sector Funds) (ASEF), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (ATEF), AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (ATST), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (AVIF), Invesco Exchange Fund, Invesco Management Trust (IMT), Invesco Securities Trust (IST) and Short-Term Investments Trust (STIT) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect the funds set forth in Exhibit A attached hereto (each a Fund and collectively, the Funds); and
2. |
All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ Jeffrey H. Kupor | |
Name: | Jeffrey H. Kupor | |
Title: | Senior Vice President |
2
INVESCO CAPITAL MANAGEMENT LLC
Sub-Advisor
By: | /s/ Daniel E. Draper | |
Name: | Daniel E. Draper | |
Title: | Managing Director Invesco Global ETFs |
3
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Equally-Weighted S&P 500 Fund
Invesco Floating Rate Fund
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor 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
4
Invesco Peak Retirement 2055 Fund
Invesco Peak Retirement 2060 Fund
Invesco Peak Retirement 2065 Fund
Invesco Peak Retirement Now Fund
Invesco Quality Income Fund
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Opportunities Fund
Invesco Global Responsibility Equity Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Select Equity Fund
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Select Equity Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
5
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond Fund
Invesco U.S. Managed Volatility Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal Fund
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Invesco Premier Portfolio
Invesco Premier Tax-Exempt Portfolio
6
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Invesco Government & Agency Portfolio
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
7
AMENDMENT NO. 5
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of May 24, 2019, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Adviser) and Invesco Asset Management (India) Private Limited (the Sub-Adviser).
WHEREAS, the parties agree to amend the Contract to add the Invesco Oppenheimer Funds listed in Exhibit A, effective May 24, 2019;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: |
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Floating Rate Fund
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor 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
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Responsibility Equity Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Select Equity Fund
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Select Equity Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond Fund
Invesco U.S. Managed Volatility Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal Fund
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Invesco Premier Portfolio
Invesco Premier Tax-Exempt Portfolio
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Invesco Government & Agency Portfolio
Invesco Oppenheimer Institutional Government Money Market Fund
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
2. |
All other terms and provisions of the Contract not amended shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: | /s/ Jeffrey H. Kupor | |
Name: | Jeffrey H. Kupor | |
Title: | Senior Vice President |
INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED | ||
Sub-Adviser | ||
By: | /s/ Saurabh Nanavati | |
Name: | Saurabh Nanavati | |
Title: | Chief Executive Officer |
AMENDMENT NO. 6
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of August 15, 2019, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Adviser) and Invesco Asset Management (India) Private Limited (the Sub-Adviser).
WHEREAS, the parties agree to amend the Contract to remove Invesco Oppenheimer Institutional Government Money Market Fund, a series portfolio of Short-Term Investments Trust, due to liquidation, effective August 15, 2019;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: |
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Floating Rate Fund
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Convertible Securities Fund
Invesco Multi-Asset Inflation Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor 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
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco European Growth Fund
Invesco Global Responsibility Equity Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Select Equity Fund
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Select Equity Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Targeted Returns Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro Allocation Strategy Fund
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond Fund
Invesco U.S. Managed Volatility Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal Fund
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
Invesco Tax-Exempt Cash Fund
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Invesco Premier Portfolio
Invesco Premier Tax-Exempt Portfolio
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Core Plus Bond Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Equally-Weighted S&P 500 Fund
Invesco V.I. Equity and Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Exchange Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Invesco Government & Agency Portfolio
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
2. |
All other terms and provisions of the Contract not amended shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: | /s/ Jeffrey H. Kupor | |
Name: | Jeffrey H. Kupor | |
Title: | Senior Vice President |
INVESCO ASSET MANAGEMENT (INDIA) | ||
PRIVATE LIMITED | ||
Sub-Adviser | ||
By: | /s/ Saurabh Nanavati | |
Name: | Saurabh Nanavati | |
Title: | Chief Executive Officer |
SUB-ADVISORY CONTRACT
This contract is made as of May 24, 2019, by and among Invesco Advisers, Inc. (the Adviser) and OppenheimerFunds, Inc. (the Sub-Adviser).
WHEREAS:
A) |
The Adviser has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Equity Funds (Invesco Equity Funds), AIM Growth Series (Invesco Growth Series) (AGS), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM Investment Securities Funds (Invesco Investment Securities Funds) (AIS), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (ATEF), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (AVIF), and Short-Term Investments Trust (STIT) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to the funds set forth in Exhibit A attached hereto (each a Fund and collectively, the Funds); |
B) |
The Adviser is authorized to delegate certain, any or all of its rights, duties and obligations under investment advisory agreements to sub-advisers, including sub-advisers that are affiliated with the Adviser; |
C) |
The Sub-Adviser represents that it is registered with the U.S. Securities and Exchange Commission (SEC) as an investment adviser under the Investment Advisers Act of 1940 (Advisers Act) as an investment adviser, or will be so registered prior to providing any services to any of the Funds under this Contract, and engages in the business of acting as an investment adviser; and |
D) |
The Sub-Adviser has been formed in part for the purpose of researching and compiling information and recommendations on the economies of various countries and securities of issuers located in such countries or on various types of investments and investment techniques, and providing investment advisory services in connection therewith. |
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints the Sub-Adviser as a sub-adviser of each Fund for the period and on the terms set forth herein. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser may, in its discretion, appoint the Sub-Adviser to perform one or more of the following services with respect to all or a portion of the investments of each Fund. The services and the portion of the investments of each Fund to be advised or managed by the Sub-Adviser shall be as agreed upon from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser shall pay the salaries and fees of all
1
personnel of such Sub-Adviser performing services for the Funds related to research, statistical and investment activities.
(a) Investment Advice. If and to the extent requested by the Adviser, the Sub-Adviser shall provide investment advice to one or more of the Funds and the Adviser with respect to all or a portion of the investments of such Fund(s) or with respect to various investment techniques, and in connection with such advice shall furnish such Fund(s) and the Adviser with such factual information, research reports and investment recommendations as the Adviser may reasonably require.
(b) Order Execution. If and to the extent requested by the Adviser, the Sub-Adviser shall place orders for the purchase and sale of portfolio securities or other investments for one or more of the Funds. In so doing, the Sub-Adviser agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management. If and to the extent requested by the Adviser, the Sub-Adviser shall, subject to the supervision of the Trusts Board of Trustees (the Board) and the Adviser, manage all or a portion of the investments of one or more of the Funds in accordance with the investment objectives, policies and limitations provided in the Trusts Registration Statement and such other limitations as the Trust or the Adviser may impose with respect to such Fund(s) by notice to the applicable Sub-Adviser and otherwise in accordance with paragraph 5 below. With respect to the portion of the investments of a Fund under its management, the Sub-Adviser is authorized to: (i) make investment decisions on behalf of the Fund with regard to any stock, bond, other security or investment instrument, including but not limited to foreign currencies, futures, options and other derivatives, and with regard to borrowing money; (ii) place orders for the purchase and sale of securities or other investment instruments with such brokers and dealers as the Sub-Adviser may select; and (iii) upon the request of the Adviser, provide additional investment management services to the Fund, including but not limited to managing the Funds cash and cash equivalents and lending securities on behalf of the Fund. In selecting brokers or dealers to execute trades for the Funds, the Sub-Adviser will comply with its written policies and procedures regarding brokerage and trading, which policies and procedures shall have been approved by the Board. All discretionary investment management and any other activities of the Sub-Adviser shall at all times be subject to the control and direction of the Adviser and the Board.
3. Broker-Dealer Relationships. The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, the Advisers other clients, or a Sub-Advisers other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to such Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and such Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to a Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever a Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by such Sub-Adviser, such orders will
2
be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.
4. Books and Records. The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. The Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.
5. Further Duties.
(a) In all matters relating to the performance of this Contract, the Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations.
(b) The Sub-Adviser shall maintain compliance procedures for the Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 1940 Act) and the investment objective(s) and policies as stated in the Funds prospectuses and statements of additional information. The Sub-Adviser at its expense will provide the Adviser or the Trusts Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, the Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the 1940 Act) that it is or should be aware of or of any material violation of the Sub-Advisers compliance policies and procedures that pertain to the Funds.
(c) The Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Funds and to consult with the Board and the Adviser regarding the Funds investment affairs, including economic, statistical and investment matters related to the Sub-Advisers duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. The Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust.
(d) The Sub-Adviser will assist in the fair valuation of portfolio securities held by the Funds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trusts administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, the Sub-Adviser will assist the Funds and their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of a Funds net asset value per share.
3
(e) The Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, the Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Advisers last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Advisers code of ethics are reasonably designed to prevent access persons from violating the code of ethics.
(f) Upon request of the Adviser, the Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trusts Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Adviser or the Board, the Sub-Adviser will vote all proxies received in accordance with the Advisers proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Advisers proxy voting policy. The Sub-Adviser shall maintain and shall forward to the Funds or their designated agent such proxy voting information as is necessary for the Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.
(h) The Sub-Adviser shall provide the Funds custodian on each business day with information relating to all transactions concerning the assets of the Funds and shall provide the Adviser with such information upon request of the Adviser.
6. Services Not Exclusive. The services furnished by the Sub-Adviser hereunder are not to be deemed exclusive and such Sub-Adviser shall be free to furnish similar services to others so long as its services under this Contract are not impaired thereby. Nothing in this Contract shall limit or restrict the right of any director, officer or employee of the Sub-Adviser, who may also be a Trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
7. Use of Subsidiaries and Affiliates. The Sub-Adviser may perform any or all of the services contemplated hereunder, including but not limited to providing investment advice to the Funds pursuant to paragraph 2(a) above and placing orders for the purchase and sale of portfolio securities or other investments for the Funds pursuant to paragraph 2(b) above, directly or through such of its subsidiaries or other affiliates, as such Sub-Adviser shall determine; provided, however, that performance of such services through such subsidiaries or other affiliates shall have been approved, when required by the 1940 Act, by (i) a vote of a majority of the independent Trustees who are not parties to this Contract or interested persons (as defined in the 1940 Act) of a party to this Contract, other than as Board members (Independent Trustees), cast in person at a meeting called for the purpose of voting on such approval, and/or (ii) a vote of a majority of that Funds outstanding voting securities.
4
8. Compensation.
(a) The only fees payable to the Sub-Advisers under this Contract are for providing discretionary investment management services pursuant to paragraph 2(c) above. For such services, the Adviser will pay the Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that the Adviser receives from the Trust pursuant to its advisory agreement with the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which the Sub-Adviser shall have provided discretionary investment management services pursuant to paragraph 2(c) above for that month divided by the net assets of such Fund for that month. This fee shall be payable on or before the last business day of the next succeeding calendar month. This fee shall be reduced to reflect contractual or voluntary fee waivers or expense limitations by the Adviser, if any, in effect from time to time as set forth in paragraph 9 below. In no event shall the aggregate monthly fees paid to the Sub-Adviser under this Contract exceed 40% of the monthly compensation that the Adviser receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fee waivers or expense limitations by the Adviser, if any.
(b) If this Contract becomes effective or terminates before the end of any month, the fees for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
(c) If the Sub-Adviser provides the services under paragraph 2(c) above to a Fund for a period that is less than a full month, the fees for such period shall be prorated according to the proportion which such period bears to the applicable full month.
9. Fee Waivers and Expense Limitations. If, for any fiscal year of a Fund, the amount of the advisory fee which such Fund would otherwise be obligated to pay to the Adviser is reduced because of contractual or voluntary fee waivers or expense limitations by the Adviser, the fee payable to the Sub-Adviser pursuant to paragraph 8 above shall be reduced proportionately; and to the extent that the Adviser reimburses the Fund as a result of such expense limitations, such Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement payments which the fee payable to the Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee under this Contract.
10. Limitation of Liability of Sub-Adviser and Indemnification. The Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by a Fund or the Trust in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of such Sub-Adviser in the performance by such Sub-Adviser of its duties or from reckless disregard by such Sub-Adviser of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of the Sub-Adviser, who may be or become a Trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to a Fund or the Trust or acting with respect to any business of a Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, partner, employee, or agent or one under the control or direction of such Sub-Adviser even though paid by it.
5
11. Duration and Termination.
(a) This Contract shall become effective with respect to the Sub-Adviser upon the later of the date here above written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, if the Sub-Adviser is not so registered as of the date here above written; provided, however, that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Funds outstanding voting securities, when required by the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract shall continue in force and effect until June 30, 2020. Thereafter, if not terminated, with respect to each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to any Fund(s) or the Sub-Adviser, this Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty days written notice to such Sub-Adviser; or (iii) by the Sub-Adviser on sixty days written notice to the Trust. Should this Contract be terminated with respect to the Sub-Adviser, the Adviser shall assume the duties and responsibilities of such Sub-Adviser unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Contract with respect to one or more Fund(s) shall not affect the continued effectiveness of this Contract with respect to any remaining Fund(s). This Contract will automatically terminate in the event of its assignment.
12. Amendment. No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and, when required by the 1940 Act, no amendment of this Contract shall be effective until approved by vote of a majority of the Funds outstanding voting securities.
13. Notices. Any notices under this Contract shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and the Adviser shall be 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. Until further notice to the other party, it is agreed that the address of the Sub-Adviser shall be 225 Liberty Street, New York, New York 10281-1008.
14. Governing Law. This Contract shall be construed in accordance with the laws of the State of Texas and the 1940 Act. To the extent that the applicable laws of the State of Texas conflict with the applicable provisions of the 1940 Act, the latter shall control.
15. Miscellaneous. The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Contract shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Contract shall not be affected thereby. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their
6
respective successors. Any question of interpretation of any term or provision of this Contract having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Contract is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
7
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: | /s/ Jeffrey H. Kupor | |
Name: | Jeffrey H. Kupor | |
Title: | Senior Vice President |
8
OPPENHEIMERFUNDS, INC.
Sub-Adviser
By: | /s/ Robert H. Rigsby | |
Name: | Robert H. Rigsby | |
Title: | Vice President |
9
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends Fund
AIM Growth Series (Invesco Growth Series)
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
10
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal Fund
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
11
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
Short-Term Investments Trust
Invesco Oppenheimer Institutional Government Money Market Fund
12
AMENDMENT NO. 1
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of August 15, 2019, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Adviser) and OppenheimerFunds, Inc. (the Sub-Adviser).
WHEREAS, the parties agree to amend the Contract to remove Invesco Oppenheimer Institutional Government Money Market Fund, a series portfolio of Short-Term Investments Trust, due to liquidation, effective August 15, 2019;
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. |
Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: |
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends Fund
AIM Growth Series (Invesco Growth Series)
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund
1
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
2
Invesco Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester ®AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal Fund
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
3
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: | /s/ Jeffrey H. Kupor | |
Name: | Jeffrey H. Kupor | |
Title: | Senior Vice President |
4
OPPENHEIMERFUNDS, INC.
Sub-Adviser
By: | /s/ Robert H. Rigsby | |
Name: | Robert H. Rigsby | |
Title: | Vice President |
5
AMENDMENT NO. 21
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of May 24, 2019, amends the Master Distribution Agreement, made as of the 1st day of July, 2014 (the Agreement), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a Trust), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the Distributor).
WHEREAS, the parties agree to amend the Agreement to add Invesco Oppenheimer Capital Appreciation Fund, Invesco Oppenheimer Discovery Fund, Invesco Oppenheimer Equity Income Fund, Invesco Oppenheimer Master Loan Fund, Invesco Oppenheimer Real Estate Fund, Invesco Oppenheimer Senior Floating Rate Fund, Invesco Oppenheimer Senior Floating Rate Plus Fund, Invesco Oppenheimer Short Term Municipal Fund and Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund, series portfolios of AIM Counselor Series Trust (Invesco Counselor Series Trust), Invesco Oppenheimer Dividend Opportunity Fund, Invesco Oppenheimer Main Street Fund®, Invesco Oppenheimer Main Street All Cap Fund® and Invesco Oppenheimer Rising Dividends Fund, series portfolios of AIM Equity Funds (Invesco Equity Funds), Invesco Oppenheimer International Diversified Fund, Invesco Oppenheimer Main Street Mid Cap Fund®, Invesco Oppenheimer Main Street Small Cap Fund®, Invesco Oppenheimer Master Event-Linked Bond Fund, Invesco Oppenheimer Mid Cap Value Fund, Invesco Oppenheimer Portfolio Series: Active Allocation Fund, Invesco Oppenheimer Portfolio Series: Conservative Investor Fund, Invesco Oppenheimer Portfolio Series: Growth Investor Fund and Invesco Oppenheimer Portfolio Series: Moderate Investor Fund, series portfolios of AIM Growth Series (Invesco Growth Series), Invesco Oppenheimer Capital Income Fund, Invesco Oppenheimer Developing Markets Fund, Invesco Oppenheimer Discovery Mid Cap Growth Fund, Invesco Oppenheimer Emerging Markets Innovators Fund, Invesco Oppenheimer Emerging Markets Local Debt Fund, Invesco Oppenheimer Fundamental Alternatives Fund, Invesco Oppenheimer Global Allocation Fund, Invesco Oppenheimer Global Multi-Asset Income Fund, Invesco Oppenheimer Global Strategic Income Fund, Invesco Oppenheimer Global Unconstrained Bond Fund, Invesco Oppenheimer International Bond Fund, Invesco Oppenheimer Macquarie Global Infrastructure Fund, Invesco Oppenheimer Preferred Securities and Income Fund, Invesco Oppenheimer SteelPath MLP Alpha Fund, Invesco Oppenheimer SteelPath MLP Alpha Plus Fund, Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund, Invesco Oppenheimer SteelPath MLP Income Fund, Invesco Oppenheimer SteelPath MLP Select 40 Fund, Invesco Oppenheimer SteelPath Panoramic Fund and Invesco Oppenheimer Total Return Bond Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds), Invesco Oppenheimer Global Focus Fund, Invesco Oppenheimer Global Fund, Invesco Oppenheimer Global Opportunities Fund, Invesco Oppenheimer International Equity Fund, Invesco Oppenheimer International Growth Fund, Invesco Oppenheimer Global Multi-Asset Growth Fund and Invesco Oppenheimer International Small-Mid Company Fund, series portfolios of AIM International Mutual Funds (Invesco International Mutual Funds), Invesco Oppenheimer Intermediate Income Fund, Invesco Oppenheimer Global High Yield Fund, Invesco Oppenheimer Government Cash Reserves Fund, Invesco Oppenheimer Government Money Market Fund, Invesco Oppenheimer Limited-Term Bond Fund, Invesco Oppenheimer Limited-Term Government Fund, Invesco Oppenheimer Master Inflation Protected Securities Fund and Invesco Oppenheimer Ultra-Short Duration Fund, series portfolios AIM Investment Securities Funds (Invesco Investment Securities Funds), Invesco OFI Pictet Global Environmental Solutions Fund, Invesco Oppenheimer Small Cap Value Fund, Invesco Oppenheimer Gold & Special Minerals Fund and Invesco Oppenheimer Value Fund, series portfolios of AIM Sector Funds (Invesco Sector Funds), Invesco Oppenheimer Intermediate Term Municipal Fund, Invesco Oppenheimer Municipal Fund, Invesco Oppenheimer Rochester® AMT-Free Municipal Fund, Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund, Invesco Oppenheimer Rochester® California Municipal Fund, Invesco Oppenheimer Rochester® Municipals Fund, Invesco Oppenheimer Rochester® High Yield Municipal Fund, Invesco Oppenheimer Rochester® Limited Term California Municipal Fund, Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund, Invesco Oppenheimer Rochester® New Jersey Municipal Fund and Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund, series portfolios of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), Invesco Oppenheimer V.I. Capital Appreciation Fund, Invesco Oppenheimer V.I. Conservative Balanced Fund,
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund, Invesco Oppenheimer V.I. Global Fund, Invesco Oppenheimer V.I. Global Strategic Income Fund, Invesco Oppenheimer V.I. Government Money Fund, Invesco Oppenheimer V.I. International Growth Fund, Invesco Oppenheimer V.I. Main Street Fund®, Invesco Oppenheimer V.I. Main Street Small Cap Fund® and Invesco Oppenheimer V.I. Total Return Bond Fund, series portfolios of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Oppenheimer Institutional Government Money Market Fund, a series portfolio of Short-Term Investments Trust;
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco California Tax-Free Income Trust
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal 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 Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends 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
2
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 Moderate Allocation Fund
Invesco Multi-Asset Inflation Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund
Invesco Peak RetirementTM 2015 Fund
Invesco Peak RetirementTM 2020 Fund
Invesco Peak RetirementTM 2025 Fund
Invesco Peak RetirementTM 2030 Fund
Invesco Peak RetirementTM 2035 Fund
Invesco Peak RetirementTM 2040 Fund
Invesco Peak RetirementTM 2045 Fund
Invesco Peak RetirementTM 2050 Fund
Invesco Peak RetirementTM 2055 Fund
Invesco Peak RetirementTM 2060 Fund
Invesco Peak RetirementTM 2065 Fund
Invesco Peak RetirementTM Now Fund
Invesco Quality Income Fund
Invesco Small Cap Growth 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 Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
3
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company 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
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond 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 Government Money Market Fund1
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 |
4
Invesco High Yield Fund
Invesco Income Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
Invesco Real Estate Fund
Invesco Short Duration Inflation Protected Fund
Invesco Short Term Bond 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 OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value 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 Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal Fund
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
Invesco Tax-Exempt Cash Fund
Invesco Limited Term Municipal Income Fund
5
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
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 Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco 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 Oppenheimer Institutional Government Money Market Fund
Invesco STIC Prime Portfolio
Invesco Tax-Free Cash Reserve Portfolio
Invesco Treasury Obligations Portfolio
Invesco Treasury Portfolio
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed in duplicate on the day and year first above written.
6
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 |
7
AMENDMENT NO. 22
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of August 15, 2019, amends the Master Distribution Agreement, made as of the 1st day of July, 2014 (the Agreement), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a Trust), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the Distributor).
WHEREAS, the parties agree to amend the Agreement to remove Invesco Oppenheimer Institutional Government Money Market Fund, a series portfolio of Short-Term Investments Trust;
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco California Tax-Free Income Trust
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Oppenheimer Capital Appreciation Fund
Invesco Oppenheimer Discovery Fund
Invesco Oppenheimer Equity Income Fund
Invesco Oppenheimer Master Loan Fund
Invesco Oppenheimer Real Estate Fund
Invesco Oppenheimer Senior Floating Rate Fund
Invesco Oppenheimer Senior Floating Rate Plus Fund
Invesco Oppenheimer Short Term Municipal Fund
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal 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 Oppenheimer Dividend Opportunity Fund
Invesco Oppenheimer Main Street Fund®
Invesco Oppenheimer Main Street All Cap Fund®
Invesco Oppenheimer Rising Dividends 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 Moderate Allocation Fund
Invesco Multi-Asset Inflation Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Mid Cap Fund®
Invesco Oppenheimer Main Street Small Cap Fund®
Invesco Oppenheimer Master Event-Linked Bond Fund
Invesco Oppenheimer Mid Cap Value Fund
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor 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
Invesco Small Cap Growth 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
2
Invesco Oppenheimer Global Focus Fund
Invesco Oppenheimer Global Fund
Invesco Oppenheimer Global Opportunities Fund
Invesco Oppenheimer International Equity Fund
Invesco Oppenheimer International Growth Fund
Invesco Oppenheimer Global Multi-Asset Growth Fund
Invesco Oppenheimer International Small-Mid Company 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
Invesco MLP Fund
Invesco Multi-Asset Income Fund
Invesco Oppenheimer Capital Income Fund
Invesco Oppenheimer Developing Markets Fund
Invesco Oppenheimer Discovery Mid Cap Growth Fund
Invesco Oppenheimer Emerging Markets Innovators Fund
Invesco Oppenheimer Emerging Markets Local Debt Fund
Invesco Oppenheimer Fundamental Alternatives Fund
Invesco Oppenheimer Global Allocation Fund
Invesco Oppenheimer Global Multi-Asset Income Fund
Invesco Oppenheimer Global Strategic Income Fund
Invesco Oppenheimer Global Unconstrained Bond Fund
Invesco Oppenheimer International Bond Fund
Invesco Oppenheimer Macquarie Global Infrastructure Fund
Invesco Oppenheimer Preferred Securities and Income Fund
Invesco Oppenheimer SteelPath MLP Alpha Fund
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund
Invesco Oppenheimer SteelPath MLP Income Fund
Invesco Oppenheimer SteelPath MLP Select 40 Fund
Invesco Oppenheimer SteelPath Panoramic Fund
Invesco Oppenheimer Total Return Bond Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund
Invesco U.S. Managed Volatility Fund
Invesco World Bond Fund
3
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
Invesco Government Money Market Fund1
Invesco High Yield Fund
Invesco Income Fund
Invesco Oppenheimer Global High Yield Fund
Invesco Oppenheimer Government Cash Reserves Fund
Invesco Oppenheimer Government Money Market Fund
Invesco Oppenheimer Intermediate Income Fund
Invesco Oppenheimer Limited-Term Bond Fund
Invesco Oppenheimer Limited-Term Government Fund
Invesco Oppenheimer Master Inflation Protected Securities Fund
Invesco Oppenheimer Ultra-Short Duration Fund
Invesco Real Estate Fund
Invesco Short Duration Inflation Protected Fund
Invesco Short Term Bond 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 OFI Pictet Global Environmental Solutions Fund
Invesco Oppenheimer Small Cap Value Fund
Invesco Oppenheimer Gold & Special Minerals Fund
Invesco Oppenheimer Value 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 Oppenheimer Intermediate Term Municipal Fund
Invesco Oppenheimer Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund
Invesco Oppenheimer Rochester® California Municipal 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 |
4
Invesco Oppenheimer Rochester® Municipals Fund
Invesco Oppenheimer Rochester® High Yield Municipal Fund
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund
Invesco Oppenheimer Rochester® New Jersey Municipal Fund
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund
Invesco Tax-Exempt Cash Fund
Invesco Limited Term Municipal Income Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Oppenheimer V.I. Capital Appreciation Fund
Invesco Oppenheimer V.I. Conservative Balanced Fund
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
Invesco Oppenheimer V.I. Global Fund
Invesco Oppenheimer V.I. Global Strategic Income Fund
Invesco Oppenheimer V.I. Government Money Fund
Invesco Oppenheimer V.I. International Growth Fund
Invesco Oppenheimer V.I. Main Street Fund®
Invesco Oppenheimer V.I. Main Street Small Cap Fund®
Invesco Oppenheimer V.I. Total Return Bond Fund
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 Money Market Fund
Invesco V.I. Government Securities Fund
Invesco V.I. Growth and Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
5
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
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/ Jeffrey H. Kupor | |
Name: Jeffrey H. Kupor | ||
Title: Senior Vice President |
6
NOTICE TO TRANSFER AGENT
This Notice to Transfer Agent, dated as of May 24, 2019, is made pursuant to the Fourth Amended and Restated Transfer Agency and Service Agreement, as amended, (the Agreement), dated as of July 1, 2010, between AIM Growth Series (Invesco Growth Series) (the Trust) and Invesco Investment Services, Inc. (IISI).
WHEREAS, the above-named parties entered into the Agreement for the purpose of having IISI perform certain transfer agency services and functions for the benefit of certain shareholders of the Trust; and
WHEREAS, Article 8 of the Agreement provides that additional portfolios of the Trust may be added to the Agreement pursuant to written notice to IISI;
NOW, THEREFORE, the parties agree as follows:
1. Addition of Portfolio. The Trust hereby notifies IISI that the Trust has established the following new series of shares:
New Portfolio |
Share Classes Offered |
|
Invesco Oppenheimer International Diversified Fund | A, C, R, Y, R5, R6 | |
Invesco Oppenheimer Main Street Mid Cap Fund® | A, C, R, Y, R5 R6 | |
Invesco Oppenheimer Main Street Small Cap Fund® | A, C, R, Y, R5, R6 | |
Invesco Oppenheimer Master Event-Linked Bond Fund | R6 | |
Invesco Oppenheimer Mid Cap Value Fund | A, C, R, Y, R5, R6 | |
Invesco Oppenheimer Portfolio Series: Active Allocation Fund | A, C, R, Y, R5, R6 | |
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund | A, C, R, Y, R5, R6 | |
Invesco Oppenheimer Portfolio Series: Growth Investor Fund | A, C, R, Y, R5, R6 | |
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund | A, C, R, Y, R5, R6 |
The Trust also hereby notifies IISI that the Trust desires to add the New Portfolio under the Agreement.
2. Date of Effectiveness. The addition of the Classes of the New Portfolio under the Agreement shall be effective as of May 24, 2019.
IN WITNESS WHEREOF, the parties have executed this Notice as of the date first above written.
ACKNOWLEDGED AND AGREED: | AIM GROWTH SERIES | |||||||
INVESCO INVESTMENT SERVICES, INC. | (INVESCO GROWTH SERIES) | |||||||
By: | /s/ William J. Galvin, Jr. | By: | /s/ Jeffrey H. Kupor | |||||
William J. Galvin, Jr. | Jeffrey H. Kupor | |||||||
President | Senior Vice President |
2
AMENDMENT NO. 13
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 Growth Series (Invesco Growth Series), 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 GROWTH SERIES (INVESCO GROWTH SERIES)
Portfolios |
Effective Date of Agreement |
|
Invesco Alternative Strategies Fund |
October 14, 2014 | |
Invesco Balanced-Risk Retirement Now Fund |
January 31, 2007 | |
Invesco Balanced-Risk Retirement 2020 Fund |
January 31, 2007 | |
Invesco Balanced-Risk Retirement 2030 Fund |
January 31, 2007 | |
Invesco Balanced-Risk Retirement 2040 Fund |
January 31, 2007 | |
Invesco Balanced-Risk Retirement 2050 Fund |
January 31, 2007 | |
Invesco Convertible Securities Fund |
February 12, 2010 | |
Invesco Global Low Volatility Equity Yield Fund |
November 4, 2003 | |
Invesco Growth Allocation Fund |
April 30, 2004 | |
Invesco Income Allocation Fund |
October 31, 2005 | |
Invesco International Allocation Fund |
October 31, 2005 | |
Invesco Mid Cap Core Equity Fund |
September 1, 2001 | |
Invesco Moderate Allocation Fund |
April 30, 2004 | |
Invesco Multi-Asset Inflation Fund |
October 14, 2014 | |
Invesco Conservative Allocation Fund |
April 29, 2005 | |
Invesco Small Cap Growth Fund |
September 11, 2000 | |
Invesco Peak Retirement 2015 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2020 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2025 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2030 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2035 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2040 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2045 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2050 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2055 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2060 Fund |
December 18, 2017 | |
Invesco Peak Retirement 2065 Fund |
December 18, 2017 | |
Invesco Peak Retirement Now Fund |
December 18, 2017 | |
Invesco Quality Income Fund |
February 12, 2010 |
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. |
2
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 A. Davidson | By: | /s/ Jeffrey H. Kupor | |||||
Assistant Secretary | Jeffrey H. Kupor | |||||||
Senior Vice President | ||||||||
(SEAL) | ||||||||
AIM GROWTH SERIES | ||||||||
(INVESCO GROWTH SERIES) | ||||||||
Attest: | /s/ Peter A. Davidson | By: | /s/ Jeffrey H. Kupor | |||||
Assistant Secretary | Jeffrey H. Kupor | |||||||
Senior Vice President | ||||||||
(SEAL) |
3
AMENDMENT NO. 14
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This Amendment dated as of May 24, 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 Growth Series (Invesco Growth Series), 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 add Invesco Oppenheimer International Diversified Fund, Invesco Oppenheimer Main Street Mid Cap Fund®, Invesco Oppenheimer Main Street Small Cap Fund®, Invesco Oppenheimer Master Event-Linked Bond Fund, Invesco Oppenheimer Mid Cap Value Fund, Invesco Oppenheimer Portfolio Series: Active Allocation Fund, Invesco Oppenheimer Portfolio Series: Conservative Investor Fund, Invesco Oppenheimer Portfolio Series: Growth Investor Fund and Invesco Oppenheimer Portfolio Series: Moderate Investor Fund;
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 GROWTH SERIES (INVESCO GROWTH SERIES)
Portfolios |
Effective Date of Agreement |
|
Invesco Alternative Strategies Fund | October 14, 2014 | |
Invesco Balanced-Risk Retirement Now Fund | January 31, 2007 | |
Invesco Balanced-Risk Retirement 2020 Fund | January 31, 2007 | |
Invesco Balanced-Risk Retirement 2030 Fund | January 31, 2007 | |
Invesco Balanced-Risk Retirement 2040 Fund | January 31, 2007 | |
Invesco Balanced-Risk Retirement 2050 Fund | January 31, 2007 | |
Invesco Convertible Securities Fund | February 12, 2010 | |
Invesco Global Low Volatility Equity Yield Fund | November 4, 2003 | |
Invesco Growth Allocation Fund | April 30, 2004 | |
Invesco Income Allocation Fund | October 31, 2005 | |
Invesco International Allocation Fund | October 31, 2005 | |
Invesco Oppenheimer International Diversified Fund | May 24, 2019 | |
Invesco Oppenheimer Main Street Mid Cap Fund® | May 24, 2019 | |
Invesco Oppenheimer Main Street Small Cap Fund® | May 24, 2019 | |
Invesco Oppenheimer Master Event-Linked Bond Fund | May 24, 2019 | |
Invesco Oppenheimer Mid Cap Value Fund | May 24, 2019 | |
Invesco Oppenheimer Portfolio Series: Active Allocation Fund | May 24, 2019 | |
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund | May 24, 2019 |
Invesco Oppenheimer Portfolio Series: Growth Investor Fund | May 24, 2019 | |
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund | May 24, 2019 | |
Invesco Mid Cap Core Equity Fund | September 1, 2001 | |
Invesco Moderate Allocation Fund | April 30, 2004 | |
Invesco Multi-Asset Inflation Fund | October 14, 2014 | |
Invesco Conservative Allocation Fund | April 29, 2005 | |
Invesco Small Cap Growth Fund | September 11, 2000 | |
Invesco Peak Retirement 2015 Fund | December 18, 2017 | |
Invesco Peak Retirement 2020 Fund | December 18, 2017 | |
Invesco Peak Retirement 2025 Fund | December 18, 2017 | |
Invesco Peak Retirement 2030 Fund | December 18, 2017 | |
Invesco Peak Retirement 2035 Fund | December 18, 2017 | |
Invesco Peak Retirement 2040 Fund | December 18, 2017 | |
Invesco Peak Retirement 2045 Fund | December 18, 2017 | |
Invesco Peak Retirement 2050 Fund | December 18, 2017 | |
Invesco Peak Retirement 2055 Fund | December 18, 2017 | |
Invesco Peak Retirement 2060 Fund | December 18, 2017 | |
Invesco Peak Retirement 2065 Fund | December 18, 2017 | |
Invesco Peak Retirement Now Fund | December 18, 2017 | |
Invesco Quality Income Fund | February 12, 2010 |
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.
INVESCO ADVISERS, INC. | ||||||||
Attest: | /s/ Peter A. Davidson | By: | /s/ Jeffrey H. Kupor | |||||
Assistant Secretary |
Jeffrey H. Kupor Senior Vice President |
|||||||
AIM GROWTH SERIES (INVESCO GROWTH SERIES) |
||||||||
Attest: | /s/ Peter A. Davidson | By: | /s/ Jeffrey H. Kupor | |||||
Assistant Secretary |
Jeffrey H. Kupor Senior Vice President |
3
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 FUNDS1
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, 2020 | ||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||
Invesco California Tax-Free Income Fund |
||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||
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, 2020 | ||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||
Invesco Equity and Income Fund |
||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||
Invesco Floating Rate Fund |
||||||||||||
Class A Shares |
Contractual | 1.50% | April 14, 2006 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.00% | April 14, 2006 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 1.75% | April 14, 2006 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.25% | April 14, 2006 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.25% | October 3, 2008 | June 30, 2020 | ||||||||
Invesco Global Real Estate Income Fund |
||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||
Invesco Growth and Income Fund |
||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
3
Fund |
Contractual/
Voluntary |
Expense
|
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Low Volatility Equity Yield Fund |
||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||
Invesco Oppenheimer Capital Appreciation Fund |
||||||||||||||
Class A Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.30% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.68% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.63% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Discovery Fund |
||||||||||||||
Class A Shares |
Contractual | 1.08% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.84% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.33% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.73% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.68% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.84% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Equity Income Fund |
||||||||||||||
Class A Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.30% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.66% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.61% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Master Loan Fund |
||||||||||||||
Class R6 |
Contractual | 0.38% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Real Estate Fund |
||||||||||||||
Class A Shares |
Contractual | 1.34% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 2.09% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.59% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.97% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.92% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 1.09% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund |
||||||||||||||
Class A Shares |
Contractual | 0.81% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.56% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.51% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.46% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.56% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Senior Floating Rate Fund |
||||||||||||||
Class A Shares |
Contractual | 1.00% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.75% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.69% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.64% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 |
See page 27 for footnotes to Exhibit A.
4
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Oppenheimer Senior Floating Rate Plus Fund |
||||||||||||||
Class A Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 2.00% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.35% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.88% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.83% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Short Term Municipal Fund |
||||||||||||||
Class A Shares |
Contractual | 0.79% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.54% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.44% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.54% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Pennsylvania Tax Free Income Fund |
||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||||
Invesco S&P 500 Index Fund |
||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||
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, 2020 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||
Class R5 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||
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 |
See page 27 for footnotes to Exhibit A.
5
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, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Invesco Diversified Dividend Fund |
|
|||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2020 | ||||||||||||
Invesco Oppenheimer Dividend Opportunity Fund |
|
|||||||||||||||
Class A Shares |
Contractual | 1.14% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.88% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.37% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.76% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.71% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.88% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Main Street All Cap Fund® |
|
|||||||||||||||
Class A Shares |
Contractual | 1.16% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.90% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.41% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.86% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.81% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.91% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Main Street Fund® |
||||||||||||||||
Class A Shares |
Contractual | 0.92% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.68% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.18% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.55% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.50% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.67% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rising Dividends Fund |
|
|||||||||||||||
Class A Shares |
Contractual | 1.08% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.83% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.33% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.69% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.64% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.83% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Summit Fund |
|
|||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class P Shares |
Contractual | 1.85% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
6
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, 2020 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2020 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2020 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||
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, 2020 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2020 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2020 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||
Invesco Small Cap Equity Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 |
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 | ||||||||
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 |
See page 27 for footnotes to Exhibit A.
7
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||
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, 2020 | ||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||
Invesco Convertible Securities Fund |
||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
8
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Global Low Volatility Equity Yield Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | May 1, 2016 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | May 1, 2016 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | May 1, 2016 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2020 | ||||||||||||
Invesco Growth Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class S Shares |
Contractual | 1.90% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
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, 2020 | ||||||||||||
Class C Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.50% | May 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2020 | ||||||||||||
Invesco Mid Cap Core Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Invesco Moderate Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
9
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
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 | ||||||||||
Invesco Oppenheimer International Diversified Fund |
||||||||||||||
Class A Shares |
Contractual | 1.29% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 2.04% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.54% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.93% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.88% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.99% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Main Street Mid Cap Fund® |
||||||||||||||
Class A Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.84% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.34% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.72% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.67% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.84% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Main Street Small Cap Fund® |
||||||||||||||
Class A Shares |
Contractual | 1.20% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.94% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.45% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.82% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.77% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.90% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Master Event-Linked Bond Fund |
||||||||||||||
Class R6 Shares |
Contractual | 0.45% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Mid Cap Value Fund |
||||||||||||||
Class A Shares |
Contractual | 1.16% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.90% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 1.40% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.91% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer Portfolio Series: |
||||||||||||||
Active Allocation Fund |
||||||||||||||
Class A Shares |
Contractual | 0.57% | May 28, 2019 | May 31, 2021 | ||||||||||
Class C Shares |
Contractual | 1.32% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R Shares |
Contractual | 0.82% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R5 Shares |
Contractual | 0.26% | May 28, 2019 | May 31, 2021 | ||||||||||
Class R6 Shares |
Contractual | 0.21% | May 28, 2019 | May 31, 2021 | ||||||||||
Class Y Shares |
Contractual | 0.31% | May 28, 2019 | May 31, 2021 |
See page 27 for footnotes to Exhibit A.
10
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||
Invesco Oppenheimer Portfolio Series: | ||||||||||||
Conservative Investor Fund | ||||||||||||
Class A Shares |
Contractual | 0.50% | May 28, 2019 | May 31, 2021 | ||||||||
Class C Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||
Class R Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||
Class R5 Shares |
Contractual | 0.20% | May 28, 2019 | May 31, 2021 | ||||||||
Class R6 Shares |
Contractual | 0.15% | May 28, 2019 | May 31, 2021 | ||||||||
Class Y Shares |
Contractual | 0.25% | May 28, 2019 | May 31, 2021 | ||||||||
Invesco Oppenheimer Portfolio Series: | ||||||||||||
Growth Investor Fund | ||||||||||||
Class A Shares |
Contractual | 0.45% | May 28, 2019 | May 31, 2021 | ||||||||
Class C Shares |
Contractual | 1.20% | May 28, 2019 | May 31, 2021 | ||||||||
Class R Shares |
Contractual | 0.70% | May 28, 2019 | May 31, 2021 | ||||||||
Class R5 Shares |
Contractual | 0.15% | May 28, 2019 | May 31, 2021 | ||||||||
Class R6 Shares |
Contractual | 0.10% | May 28, 2019 | May 31, 2021 | ||||||||
Class Y Shares |
Contractual | 0.20% | May 28, 2019 | May 31, 2021 | ||||||||
Invesco Oppenheimer Portfolio Series: | ||||||||||||
Moderate Investor Fund | ||||||||||||
Class A Shares |
Contractual | 0.47% | May 28, 2019 | May 31, 2021 | ||||||||
Class C Shares |
Contractual | 1.23% | May 28, 2019 | May 31, 2021 | ||||||||
Class R Shares |
Contractual | 0.72% | May 28, 2019 | May 31, 2021 | ||||||||
Class R5 Shares |
Contractual | 0.17% | May 28, 2019 | May 31, 2021 | ||||||||
Class R6 Shares |
Contractual | 0.12% | May 28, 2019 | May 31, 2021 | ||||||||
Class Y Shares |
Contractual | 0.22% | May 28, 2019 | May 31, 2021 | ||||||||
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 |
See page 27 for footnotes to Exhibit A.
11
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||
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 | ||||||||
Invesco Peak Retirement 2055 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 2060 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 2065 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 Quality Income Fund | ||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
12
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||
Invesco Small Cap Growth Fund | ||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 |
AIM International Mutual Funds (Invesco International Mutual Funds)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||
Invesco Asia Pacific Growth Fund | ||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||
Invesco European Growth Fund | ||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2020 | ||||||||
Class R Shares |
Contractual | 2.50% | July 1, 2009 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||
Investor Class Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||||||
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, 2020 | ||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2020 | ||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2020 | ||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||
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 |
See page 27 for footnotes to Exhibit A.
13
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
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, 2020 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.50% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2020 | ||||||||||||
Invesco Oppenheimer Global Focus Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.27% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.01% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.52% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.90% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.02% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Global Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.15% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.89% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.39% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.70% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.89% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Global Multi-Asset Growth Fund2 |
||||||||||||||||
Class A Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.35% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.90% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.95% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Global Opportunities Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.17% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.92% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.42% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.78% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.73% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.92% | May 28, 2019 | May 31, 2021 |
See page 27 for footnotes to Exhibit A.
14
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Oppenheimer International Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.23% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.98% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.48% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer International Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.35% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.74% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.69% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer International Small-Mid Company Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.38% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.13% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.63% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 1.01% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.96% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.14% | May 28, 2019 | May 31, 2021 | ||||||||||||
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 Fund3 |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
15
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Balanced-Risk Commodity Strategy Fund4 |
||||||||||||||||
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, 2020 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
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 | ||||||||||||
Invesco Endeavor Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Invesco Health Care Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
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 |
See page 27 for footnotes to Exhibit A.
16
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
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 Fund5 |
||||||||||||||||
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, 2020 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
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 | ||||||||||||
Invesco MLP 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 Macro Allocation Strategy Fund6 |
||||||||||||||||
Class A Shares |
Contractual | 1.44% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.19% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class R Shares |
Contractual | 1.69% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.19% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.19% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.19% | January 1, 2017 | February 29, 2020 |
See page 27 for footnotes to Exhibit A.
17
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Multi-Asset Income Fund[7] |
||||||||||||||||
Class A Shares |
Contractual | 0.85% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.60% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class R Shares |
Contractual | 1.10% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.60% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.60% | January 1, 2017 | February 29, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.60% | January 1, 2017 | February 29, 2020 | ||||||||||||
Invesco Oppenheimer Capital Income Fund7 |
||||||||||||||||
Class A Shares |
Contractual | 1.06% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.80% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.31% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.68% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.63% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Developing Markets Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.29% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.05% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.55% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.92% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.87% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Discovery Mid |
||||||||||||||||
Cap Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.12% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.86% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.37% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.76% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.71% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.87% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Emerging Markets Innovators Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.70% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.46% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.98% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 1.30% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.45% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Emerging Markets Local Debt Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.15% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.00% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.50% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.90% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.95% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Fundamental Alternatives Fund8 |
||||||||||||||||
Class A Shares |
Contractual | 1.33% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.59% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.96% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.91% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.09% | May 28, 2019 | May 31, 2021 |
See page 27 for footnotes to Exhibit A.
18
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Oppenheimer Global Allocation Fund9 |
||||||||||||||||
Class A Shares |
Contractual | 1.31% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.06% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.56% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.94% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.89% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.06% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Global Multi-Asset Income Fund |
|
|||||||||||||||
Class A Shares |
Contractual | 0.95% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.75% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.25% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.75% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.70% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.75% less net AFFE* | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Global Strategic Income Fund10 |
||||||||||||||||
Class A Shares |
Contractual | 1.04% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.79% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.29% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.70% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.65% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.79% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Global Unconstrained Bond Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.00% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.75% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer International Bond Fund11 |
||||||||||||||||
Class A Shares |
Contractual | 1.01% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.76% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.26% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.67% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.62% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.76% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Macquarie Global Infrastructure Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.35% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.15% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.65% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 1.00% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Preferred Securities and Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.19% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.94% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.44% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.94% | May 28, 2019 | May 31, 2021 |
See page 27 for footnotes to Exhibit A.
19
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Oppenheimer SteelPath MLP Alpha Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.75% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 1.24% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 1.19% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.83% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.60% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 2.08% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 1.51% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 1.46% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.61% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.37% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.12% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.62% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.98% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.93% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.12% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer SteelPath MLP Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.35% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.60% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 1.08% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 1.03% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer SteelPath MLP Select 40 Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.35% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.84% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.79% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer SteelPath Panoramic Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.55% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.30% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.80% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 1.15% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 1.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.30% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Total Return Bond Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.56% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.45% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.40% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.45% | May 28, 2019 | May 31, 2021 |
See page 27 for footnotes to Exhibit A.
20
See page 27 for footnotes to Exhibit A.
21
See page 27 for footnotes to Exhibit A.
22
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Oppenheimer Ultra-Short Duration Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.30% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Short Duration Inflation Protected Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.55% | December 31, 2015 | June 30, 2020 | ||||||||||||
Class A2 Shares |
Contractual | 0.45% | December 31, 2015 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2020 | ||||||||||||
Invesco Real Estate Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Invesco Short Term Bond Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.40% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.75%13 | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2020 |
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, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2020 | ||||||||||||
Invesco Comstock Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Invesco Energy Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
23
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Dividend Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | September 1, 2016 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2020 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2020 | ||||||||||||
Invesco Gold & Precious Metals Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2020 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2020 | ||||||||||||
Invesco Mid Cap Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | August 1, 2015 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | August 1, 2015 | June 30, 2020 | ||||||||||||
Class R Shares |
Contractual | 2.25% | August 1, 2015 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2020 | ||||||||||||
Invesco OFI Pictet Global Environmental Solutions Fund |
|
|||||||||||||||
Class A Shares |
Contractual | 1.20% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.95% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.45% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.90% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.85% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.95% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Gold & Special Minerals Fund14 |
|
|||||||||||||||
Class A Shares |
Contractual | 1.17% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.92% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.42% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.92% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Small Cap Value Fund |
|
|||||||||||||||
Class A Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 2.00% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.50% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.98% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.93% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 1.00% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Value Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.93% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.68% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R Shares |
Contractual | 1.18% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.57% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.52% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.68% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Small Cap Value Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | February 7, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
24
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Technology Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||
Invesco Technology Sector Fund |
||||||||
Class A Shares |
Contractual | 2.00% | February 12, 2010 | June 30, 2020 | ||||
Class C Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2020 | ||||
Class Y Shares |
Contractual | 1.75% | February 12, 2010 | June 30, 2020 | ||||
Invesco Value Opportunities Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2020 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2020 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2020 |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
ATEF |
||||||||||||||||
Invesco High Yield Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Invesco Intermediate Term Municipal Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.84% | July 1, 2016 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 1.59% | July 1, 2016 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 0.59% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 0.59% | July 1, 2016 | June 30, 2020 | ||||||||||||
Invesco Limited Term Municipal Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class A2 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.25% | June 30, 2013 | June 30, 2020 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Invesco Municipal Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2020 | ||||||||||||
Investor Class |
Contractual | 1.50% | July 15, 2013 | June 30, 2020 | ||||||||||||
Invesco New York Tax Free Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2020 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2020 |
See page 27 for footnotes to Exhibit A.
25
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
ATEF |
||||||||||||||||
Invesco Oppenheimer Intermediate Term Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.95% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.73% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.73% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.63% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.70% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.45% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.35% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.84% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.59% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.59% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.49% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.83% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.59% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.59% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.49% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® California Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.96% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.71% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.70% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.60% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® High Yield Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.82% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.47% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.57% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R5 Shares |
Contractual | 0.52% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.47% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.81% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.57% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.57% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.47% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.82% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.57% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.57% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.47% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® Municipals Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.86% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.62% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.62% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.52% | May 28, 2019 | May 31, 2021 |
See page 27 for footnotes to Exhibit A
26
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
ATEF |
||||||||||||||||
Invesco Oppenheimer Rochester® New Jersey Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.97% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.62% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.73% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.63% | May 28, 2019 | May 31, 2021 | ||||||||||||
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.98% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class C Shares |
Contractual | 1.62% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class Y Shares |
Contractual | 0.72% | May 28, 2019 | May 31, 2021 | ||||||||||||
Class R6 Shares |
Contractual | 0.62% | May 28, 2019 | May 31, 2021 |
Invesco Management Trust
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
IMT |
||||||||||||||||
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 |
||||||||||
IST |
||||||||||||||
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 Oppenheimer Global Multi-Asset Growth Fund (Cayman) Ltd. |
3 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. |
4 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. |
5 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd. |
6 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. |
7 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Capital Income Fund (Cayman) Ltd. |
8 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Fundamental Alternatives Fund (Cayman) Ltd. |
9 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Global Allocation Fund (Cayman) Ltd. |
10 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Global Strategic Income Fund (Cayman) Ltd. |
11 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer International Bond Fund (Cayman) Ltd. |
12 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Global High Yield Fund (Cayman) Ltd. |
13 |
The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. |
14 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Gold & Special Minerals Fund (Cayman) Ltd. |
27
EXHIBIT B INSTITUTIONAL MONEY MARKET FUNDS1,2
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 Oppenheimer Institutional Government Money Market Fund |
||||||||||||||||
Institutional Class |
Contractual | 0.10% | May 28, 2019 | May 31, 2021 | ||||||||||||
Private Investment Class |
Contractual | 0.20% | May 28, 2019 | May 31, 2021 | ||||||||||||
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 Portfolio2 |
||||||||||||||||
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 |
28
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
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. |
29
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 |
||||||||||
AVIF |
||||||||||||||
Invesco Oppenheimer V.I. Capital Appreciation Fund |
||||||||||||||
Series I Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Conservative Balanced Fund |
||||||||||||||
Series I Shares |
Contractual | 0.67% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 0.92% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
||||||||||||||
Series I Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Global Fund |
||||||||||||||
Series I Shares |
Contractual | 0.77% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.02% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Global Strategic Income Fund1 |
||||||||||||||
Series I Shares |
Contractual | 0.84% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.09% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Government Money Fund |
||||||||||||||
Series I Shares |
Contractual | 0.50% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. International Growth Fund |
||||||||||||||
Series I Shares |
Contractual | 1.00% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.25% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Main Street Fund® |
||||||||||||||
Series I Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Main Street Small Cap Fund® |
||||||||||||||
Series I Shares |
Contractual | 0.80% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.05% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco Oppenheimer V.I. Total Return Bond Fund |
||||||||||||||
Series I Shares |
Contractual | 0.75% | May 28, 2019 | May 31, 2021 | ||||||||||
Series II Shares |
Contractual | 1.00% | May 28, 2019 | May 31, 2021 | ||||||||||
Invesco V.I. American Franchise Fund |
||||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2020 | ||||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2020 | ||||||||||
Invesco V.I. American Value Fund |
||||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2020 | ||||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2020 | ||||||||||
Invesco V.I. Balanced-Risk Allocation Fund2 |
||||||||||||||
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 |
1 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer V.I. Global Strategic Income Fund (Cayman) Ltd. |
2 |
Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. |
30
31
* |
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. |
32
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 | 06/30/2021 | |||
AIM Growth Series (Invesco Growth Series) |
Waiver Description |
Effective Date |
Expiration
Date |
|||
Invesco Oppenheimer Portfolio Series: Active Allocation Fund |
Invesco will waive advisory fees in the amount of 0.04% of the Funds average daily net assets |
05/28/2019 | 05/31/2021 | |||
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund |
Invesco will waive advisory fees in the amount of 0.10% of the Funds average daily net assets |
05/28/2019 | 05/31/2021 | |||
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund |
Invesco will waive advisory fees in the amount of 0.07% of the Funds average daily net assets |
05/28/2019 | 05/31/2021 | |||
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 | 06/30/2021 | |||
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 | 06/30/2021 | |||
AIM Investment Securities Funds (Invesco Investment Securities Funds |
Waiver Description |
Effective Date |
Expiration
Date |
|||
Invesco Oppenheimer Government Cash Reserves Fund |
Limit Management Fees to 0.40% for each class |
05/28/2019 | 05/31/2021 | |||
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, 2021 | ||
Invesco California Tax-Free Income Fund | February 12, 2010 | June 30, 2021 | ||
Invesco Core Plus Bond Fund | June 2, 2009 | June 30, 2021 | ||
Invesco Equally-Weighted S&P 500 Fund | February 12, 2010 | June 30, 2021 | ||
Invesco Equity and Income Fund | February 12, 2010 | June 30, 2021 | ||
Invesco Floating Rate Fund | July 1, 2007 | June 30, 2021 | ||
Invesco Global Real Estate Income Fund | July 1, 2007 | June 30, 2021 | ||
Invesco Growth and Income Fund | February 12, 2010 | June 30, 2021 | ||
Invesco Low Volatility Equity Yield Fund | July 1, 2007 | June 30, 2021 | ||
Invesco Oppenheimer Capital Appreciation Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Discovery Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Equity Income Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Master Loan Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Real Estate Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® Short Duration High Yield Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Senior Floating Rate Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Senior Floating Rate Plus Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Short Term Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Pennsylvania Tax Free Income Fund | February 12, 2010 | June 30, 2021 | ||
Invesco S&P 500 Index Fund | February 12, 2010 | June 30, 2021 | ||
Invesco Short Duration High Yield Municipal Fund | September 30, 2015 | June 30, 2021 | ||
Invesco Small Cap Discovery Fund | February 12, 2010 | June 30, 2021 | ||
Invesco Strategic Real Return Fund | April 30, 2014 | June 30, 2021 |
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Charter Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Diversified Dividend Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Oppenheimer Dividend Opportunity Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Main Street All Cap Fund® |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Main Street Fund® |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rising Dividends Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Summit Fund |
July 1, 2007 | June 30, 2021 |
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco European Small Company Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Global Core Equity Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco International Small Company Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Small Cap Equity Fund |
July 1, 2007 | June 30, 2021 |
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Alternative Strategies Fund |
October 14, 2014 | June 30, 2021 | ||
Invesco Convertible Securities Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Global Low Volatility Equity Yield Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Mid Cap Core Equity Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Multi-Asset Inflation Fund |
October 14, 2014 | June 30, 2021 | ||
Invesco Oppenheimer Main Street Mid Cap Fund® |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Main Street Small Cap Fund® |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Master Event-Linked Bond Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Mid Cap Value Fund |
May 28, 2019 | June 30, 2021 |
Invesco Oppenheimer Portfolio Series: Active Allocation Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Quality Income Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Small Cap Growth Fund | July 1, 2007 | June 30, 2021 |
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Asia Pacific Growth Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco European Growth Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Global Growth Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Global Opportunities Fund |
August 3, 2012 | June 30, 2021 | ||
Invesco Global Responsibility Equity Fund |
June 30, 2016 | June 30, 2021 | ||
Invesco Global Small & Mid Cap Growth Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco International Select Equity Fund |
December 21, 2015 | June 30, 2021 | ||
Invesco International Core Equity Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco International Growth Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Oppenheimer Global Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Global Focus Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Global Multi-Asset Growth Fund1 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Global Opportunities Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer International Equity Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer International Growth Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer International Small-Mid Company Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Select Opportunities Fund |
May 28, 2019 | June 30, 2021 |
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco All Cap Market Neutral Fund |
December 17, 2013 | June 30, 2021 | ||
Invesco Balanced-Risk Allocation Fund2 |
May 29, 2009 | June 30, 2021 | ||
Invesco Balanced-Risk Commodity Strategy Fund3 |
November 29, 2010 | June 30, 2021 | ||
Invesco Developing Markets Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Emerging Markets Select Equity Fund |
May 11, 2011 | June 30, 2021 | ||
Invesco Emerging Markets Flexible Bond Fund4 |
June 14, 2010 | June 30, 2021 | ||
Invesco Endeavor Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Global Infrastructure Fund |
May 2, 2014 | June 30, 2021 | ||
Invesco Global Market Neutral Fund |
December 17, 2013 | June 30, 2021 | ||
Invesco Global Targeted Returns Fund5 |
December 17, 2013 | June 30, 2021 | ||
Invesco Greater China Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Health Care Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Long/Short Equity Fund |
December 17, 2013 | June 30, 2021 | ||
Invesco Low Volatility Emerging Markets Fund |
December 17, 2013 | June 30, 2021 | ||
Invesco Macro Allocation Strategy Fund6 |
September 25, 2012 | June 30, 2021 | ||
Invesco MLP Fund |
August 29, 2014 | June 30, 2021 | ||
Invesco Multi-Asset Income Fund7 |
December 13, 2011 | June 30, 2021 | ||
Invesco Oppenheimer Capital Income Fund8 |
May 28, 2019 | June 30, 2021 |
1 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer Global Multi-Asset Growth Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer Global Multi-Asset Growth Fund (Cayman) Ltd. invests. |
2 |
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. |
3 |
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. |
4 |
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. |
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 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. |
7 |
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. |
8 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer Capital Income Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer Capital Income Fund (Cayman) Ltd. invests. |
Invesco Oppenheimer Developing Markets Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Discovery Mid Cap Growth Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Emerging Markets Innovators Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Emerging Markets Local Debt Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Fundamental Alternatives Fund9 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Global Allocation Fund10 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Global Multi-Asset Income Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Global Strategic Income Fund11 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Global Unconstrained Bond Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer International Bond Fund12 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Macquarie Global Infrastructure Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Preferred Securities and Income Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer SteelPath MLP Alpha Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer SteelPath MLP & Energy Infrastructure Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer SteelPath MLP Income Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer SteelPath MLP Select 40 Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer SteelPath Panoramic Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Total Return Bond Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Pacific Growth Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Select Companies Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco U.S. Managed Volatility Fund |
December 18, 2017 | June 30, 2021 | ||
Invesco World Bond Fund |
July 1, 2007 | June 30, 2021 |
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Corporate Bond Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Global Real Estate Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Government Money Market Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco High Yield Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Oppenheimer Global High Yield Fund13 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Government Cash Reserves Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Government Money Market Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Intermediate Income Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Limited-Term Bond Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Limited-Term Government Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Master Inflation Protected Securities Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Ultra-Short Duration Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Real Estate Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Short Duration Inflation Protected Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Short Term Bond Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco U.S. Government Fund14 |
July 1, 2007 | June 30, 2021 |
9 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer Fundamental Alternatives Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer Fundamental Alternatives Fund (Cayman) Ltd. invests. |
10 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer Global Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer Global Allocation Fund (Cayman) Ltd. invests. |
11 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer Global Strategic Income Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer Global Strategic Income Fund (Cayman) Ltd. invests. |
12 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer International Bond Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer International Bond Fund (Cayman) Ltd. invests. |
13 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer Global High Yield Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer Global High Yield Fund (Cayman) Ltd. invests. |
14 |
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, 2021 | ||
Invesco Comstock Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Energy Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Dividend Income Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Gold & Precious Metals Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Mid Cap Growth Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco OFI Pictet Global Environmental Solutions Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Gold & Special Minerals Fund15 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Small Cap Value Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Value Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Small Cap Value Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Technology Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Technology Sector Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Value Opportunities Fund |
February 12, 2010 | June 30, 2021 |
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco High Yield Municipal Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Intermediate Term Municipal Income Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Municipal Income Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco New York Tax Free Income Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco Oppenheimer Intermediate Term Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® AMT-Free Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® AMT-Free New York Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® California Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® High Yield Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® Limited Term California Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® Limited Term New York Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® Municipals Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® New Jersey Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer Rochester® Pennsylvania Municipal Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Tax-Exempt Cash Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco Limited Term Municipal Income Fund |
July 1, 2007 | June 30, 2021 |
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Oppenheimer V.I. Capital Appreciation Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. Conservative Balanced Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. Global Fund |
May 28, 2019 | June 30, 2021 |
15 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer Gold & Special Minerals Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer Gold & Special Minerals Fund (Cayman) Ltd. invests. |
Invesco Oppenheimer V.I. Global Strategic Income Fund16 |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. Government Money Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. International Growth Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. Main Street Fund® |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. Main Street Small Cap Fund® |
May 28, 2019 | June 30, 2021 | ||
Invesco Oppenheimer V.I. Total Return Bond Fund |
May 28, 2019 | June 30, 2021 | ||
Invesco V.I. American Franchise Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. American Value Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Balanced-Risk Allocation Fund17 |
December 22, 2010 | June 30, 2021 | ||
Invesco V.I. Comstock Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Core Equity Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Core Plus Bond Fund |
April 30, 2015 | June 30, 2021 | ||
Invesco V.I. Diversified Dividend Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Equally-Weighted S&P 500 Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Equity and Income Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Global Core Equity Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Global Real Estate Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Government Money Market Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Government Securities Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Growth and Income Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Health Care Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. High Yield Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. International Growth Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Managed Volatility Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Mid Cap Core Equity Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Mid Cap Growth Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. S&P 500 Index Fund |
February 12, 2010 | June 30, 2021 | ||
Invesco V.I. Small Cap Equity Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Technology Fund |
July 1, 2007 | June 30, 2021 | ||
Invesco V.I. Value Opportunities Fund |
July 1, 2007 | June 30, 2021 |
INVESCO EXCHANGE FUND
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Exchange Fund |
September 30, 2015 | June 30, 2021 |
INVESCO SECURITIES TRUST
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Balanced-Risk Aggressive Allocation Fund18 |
January 16, 2013 | June 30, 2021 |
INVESCO MANAGEMENT TRUST
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Conservative Income Fund |
July 1, 2014 | June 30, 2021 |
CLOSED-END FUNDS
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Advantage Municipal Income Trust II |
May 15, 2012 | June 30, 2021 | ||
Invesco Bond Fund |
August 26, 2015 | June 30, 2021 |
16 |
Advisory fees to be waived by Invesco for Invesco Oppenheimer V.I. Global Strategic Income Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Oppenheimer V.I. Global Strategic Income Fund (Cayman) Ltd. invests. |
17 |
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. |
18 |
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. |
Invesco California Value Municipal Income Trust |
May 15, 2012 | June 30, 2021 | ||
Invesco Dynamic Credit Opportunities Fund |
May 15, 2012 | June 30, 2021 | ||
Invesco High Income 2023 Target Term Fund |
November 28, 20016 | June 30, 2021 | ||
Invesco High Income 2024 Target Term Fund |
November 30, 2017 | June 30, 2021 | ||
Invesco High Income Trust II |
May 15, 2012 | June 30, 2021 | ||
Invesco Municipal Income Opportunities Trust |
August 26, 2015 | June 30, 2021 | ||
Invesco Municipal Opportunity Trust |
May 15, 2012 | June 30, 2021 | ||
Invesco Municipal Trust |
May 15, 2012 | June 30, 2021 | ||
Invesco Pennsylvania Value Municipal Income Trust |
May 15, 2012 | June 30, 2021 | ||
Invesco Quality Municipal Income Trust |
August 26, 2015 | June 30, 2021 | ||
Invesco Senior Income Trust |
May 15, 2012 | June 30, 2021 | ||
Invesco Trust for Investment Grade Municipals |
May 15, 2012 | June 30, 2021 | ||
Invesco Trust for Investment Grade New York Municipals |
May 15, 2012 | June 30, 2021 | ||
Invesco Value Municipal Income Trust |
June 1, 2010 | June 30, 2021 |
CONSENT OF COUNSEL
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
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 Growth Series (Invesco Growth Series) (the Trust) included in Post-Effective Amendment No. 149 to the Registration Statement under the Securities Act of 1933, as amended (No. 002-57526), and Amendment No. 145 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-02699), on Form N-1A of the Trust.
/s/ Stradley Ronon Stevens & Young, LLP |
Stradley Ronon Stevens & Young, LLP |
Philadelphia, Pennsylvania
August 26, 2019
Consent of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees
AIM Growth Series (Invesco Growth Series):
We consent to the use of our reports dated June 25, 2019, with respect to the financial statements and financial highlights of Invesco Oppenheimer International Diversified Fund and Invesco Oppenheimer Main Street Small Cap Fund, each a series of AIM Growth Series (Invesco Growth Series) and formerly known as Oppenheimer International Diversified Fund and Oppenheimer Main Street Small Cap Fund, respectively, as of April 30, 2019, each incorporated by reference herein, and to the references to our firm under the headings Financial Highlights in the Prospectuses, and Independent Registered Public Accounting Firm in the Statement of Additional Information.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
August 26, 2019
AMENDMENT NO. 14
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 AIM TREASURERS SERIES TRUST
(INVESCO TREASURERS SERIES TRUST) AND SHORT-TERM INVESTMENTS TRUST (COMPENSATION)
The 3rd 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 May 24, 2019, as follows:
WHEREAS, the parties desire to amend the Plan to (1) add Invesco Oppenheimer Senior Floating Rate Plus Fund, a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust); Invesco Oppenheimer SteelPath MLP Select 40 Fund, Invesco Oppenheimer SteelPath MLP Alpha Fund, Invesco Oppenheimer SteelPath MLP Income Fund, Invesco Oppenheimer SteelPath MLP Alpha Plus Fund, Invesco Oppenheimer Global Unconstrained Bond Fund, Invesco Oppenheimer Preferred Securities and Income Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds); Invesco Oppenheimer Government Money Market Fund, a series portfolio of AIM Investment Securities Funds (Invesco Investment Securities Funds); Invesco OFI Pictet Global Environmental Solutions Fund, a series portfolio of AIM Sector Funds (Invesco Sector Funds); and to (2) remove Class T shares effective July 1, 2019;
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
Fee |
Maximum
Fee |
||||||||||
Invesco Core Plus Bond Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Floating Rate Fund |
Class A
Class C Class R |
|
0.25
0.50 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
0.75 0.50 |
%
% % |
||||
Invesco Global Real Estate Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Low Volatility Equity Yield Fund |
Class A
Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
A-1
AIM Counselor Series Trust (Invesco Counselor Series Trust) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Fee |
||||||||||
Invesco Oppenheimer Senior Floating Rate Plus Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Short Duration High Yield Municipal Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Strategic Real Return Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-2
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Charter Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Diversified Dividend Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Summit Fund |
Class A
Class C Class P Class S |
|
0.25
0.75 0.00 0.00 |
%
% % % |
|
0.25
0.25 0.10 0.15 |
%
% % % |
|
0.25
1.00 0.10 0.15 |
%
% % % |
A-3
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco European Small Company Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Core Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Small Company Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Small Cap Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-4
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Alternative Strategies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement Now Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Conservative Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Global Low Volatility Equity Yield Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Growth Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
A-5
AIM Growth Series (Invesco Growth Series) continued
Portfolio | Share Class |
Maximum Distribution Fee* |
Maximum Shareholder Services Fee |
Maximum Aggregate Fee |
||||||||||
Invesco Income Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Mid Cap Core Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Moderate Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Multi-Asset Inflation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Small Cap Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
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 |
%
% % |
||||
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 |
%
% % |
A-6
AIM Growth Series (Invesco Growth Series) continued
Portfolio | Share Class |
Maximum Distribution Fee* |
Maximum Shareholder Services Fee |
Maximum Aggregate Fee |
||||||||||
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 |
%
% % |
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 |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco European Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Opportunities Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Small & Mid Cap Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Responsibility Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Select Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Core Equity Fund |
Class A
Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Opportunities Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-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 |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Greater China Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Developing Markets Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Emerging Markets Flexible Bond Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Emerging Markets Select Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Endeavor Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Health Care Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Infrastructure Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Market Neutral Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Allocation Strategy Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Targeted Returns Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-9
AIM Investment Funds (Invesco Investment Funds) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Long/Short Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Low Volatility Emerging Markets Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Oppenheimer SteelPath MLP Select 40 Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Oppenheimer SteelPath MLP Alpha Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Oppenheimer SteelPath MLP Income Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Oppenheimer SteelPath MLP Alpha Plus Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Oppenheimer Global Unconstrained Bond Fund |
Class C
Class R |
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Oppenheimer Preferred Securities and Income Fund |
Class C
Class R |
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco MLP Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Multi-Asset Income Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Companies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco World Bond Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
A-10
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Corporate Bond Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Global Real Estate Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Government Money Market Fund |
Class C
Cash Reserve Shares Class R |
|
0.65
0.15 0.40 |
%
% % |
|
0.25
0.15 0.25 |
%
% % |
|
0.90
0.15 0.40 |
%
% % |
||||
Invesco High Yield Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Oppenheimer Government Money Market Fund |
Class C
Class R |
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Real Estate Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Short Duration Inflation Protected Fund |
Class A
Class A2 |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
||||
Invesco Short Term Bond Fund |
Class A
Class C Class R |
|
0.15
0.40 0.50 |
%
% % |
|
0.15
0.25 0.25 |
%
% % |
|
0.15
0.65 0.50 |
%
% % |
||||
Invesco 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 |
%
% % |
A-11
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class |
Maximum Distribution Fee* |
Maximum Shareholder Services Fee |
Maximum Aggregate Fee |
||||||||||
Invesco Dividend Income Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Energy Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Gold & Precious Metals Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco OFI Pictet Global Environmental Solutions Fund |
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 Technology Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Value Opportunities Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % |
A-12
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class |
Maximum Distribution Fee* |
Maximum Shareholder Services Fee |
Maximum Aggregate Fee |
||||||||||
Invesco Limited Term Municipal Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Tax-Exempt Cash Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % |
A-13
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 Distribution 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 | % |
A-16
Short-Term Investments Trust
Portfolio | Share Class |
Maximum Distribution 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-17
DISTRIBUTION AND SERVICE PLAN (COMPENSATION) (the Plan)
CLASS A SHARES
CLASS C SHARES
CLASS R SHARES
Of the Funds listed on Schedule A (each, a Fund and collectively, the Funds)
1. The Plan. This Plan is each Funds written distribution and service plan for Class A, C and R shares of the Funds (the Shares), designed to comply with the provisions of Rule 12b-1, as it may be amended from time to time (the Rule), under the Investment Company Act of 1940 (the 1940 Act). Pursuant to this Plan the Fund will compensate the Distributor for its services in connection with the distribution of Shares, and the personal service and maintenance of shareholder accounts that hold Shares (Accounts). The Fund may act as distributor of securities of which it is the issuer, pursuant to the Rule, according to the terms of this Plan. The terms and provisions of this Plan shall be interpreted and defined in a manner consistent with the provisions and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule 2341 of the Financial Industry Regulatory Authority, or any amendment or successor to such rule (the FINRA Rules) and (iv) any conditions pertaining either to distribution-related expenses or to a plan of distribution to which the Fund is subject under any order on which the Fund relies, issued at any time by the U.S. Securities and Exchange Commission (SEC).
2. Definitions. As used in this Plan, the following terms shall have the following meanings:
(a) Recipient shall mean any broker, dealer, bank or other person or entity which: (i) has rendered assistance (whether direct, administrative or both) in the distribution of Shares or has provided administrative support services with respect to Shares held by Customers (defined below) of the Recipient; (ii) shall furnish the Distributor (on behalf of the Fund) with such information as the Distributor shall reasonably request to answer such questions as may arise concerning the sale of Shares; and (iii) has been selected by the Distributor to receive payments under the Plan.
(b) Independent Trustees shall mean the members of the Funds Board of Trustees who are not interested persons (as defined in the 1940 Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating to this Plan.
(c) Customers shall mean such brokerage or other customers or investment advisory or other clients of a Recipient, and/or accounts as to which such Recipient provides administrative support services or is a custodian or other fiduciary.
(d) Qualified Holdings shall mean, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipients Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Funds books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support Services.
(a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution assistance services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:
(i) Administrative Support Services Fees. Within forty-five (45) days of the end of each calendar quarter or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to the maximum amount set forth on Schedule A, on an annual basis of the average during the period of the aggregate net asset value of the Shares computed as of the close of each business day (the Service Fee). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.
(ii) Distribution Assistance Fees (Asset-Based Sales Charge). Within ten (10) days of the end of each month or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to the maximum rate set forth on Schedule A on an annual basis of the average during the month of the aggregate net asset value of Shares computed as of the close of each business day (the Asset-Based Sales Charge) outstanding until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the Fund Maximum Holding Period) from time to time for such payments. Such Asset-Based Sales Charge payments received from the Fund will compensate the Distributor for providing distribution assistance in connection with the sale of Shares.
The distribution assistance to be rendered by the Distributor in connection with the Shares may include, but shall not be limited to, the following: (i) paying sales commissions to any broker, dealer, bank or other person or entity that sells Shares, and/or paying such persons Advance Service Fee Payments (as defined below) in advance of, and/or in amounts greater than, the amount provided for in Section 3(b) of this Agreement; (ii) paying compensation to and expenses of personnel of the Distributor who support distribution of Shares by Recipients;
(iii) obtaining financing or providing such financing from its own resources, or from an affiliate, for the interest and other borrowing costs of the Distributors unreimbursed expenses incurred in rendering distribution assistance and administrative support services to the Fund; and (iv) paying other direct distribution costs, including without limitation the costs of sales literature, advertising and prospectuses (other than those prospectuses furnished to current holders of the Funds shares (Shareholders)) and state blue sky registration expenses.
(b) Payments to Recipients. The Distributor is authorized under the Plan to pay Recipients (1) distribution assistance fees for rendering distribution assistance in connection with the sale of Shares and/or (2) service fees for rendering administrative support services with respect to Accounts. However, no such payments shall be made to any Recipient for any period in which its Qualified Holdings do not equal or exceed, at the end of such period, the minimum amount (Minimum Qualified Holdings), if any, that may be set from time to time by a majority of the Independent Trustees. All fee payments made by the Distributor hereunder are subject to reduction or chargeback so that the aggregate service fee payments and Advance Service Fee Payments do not exceed the limits on payments to Recipients that are, or may be, imposed by the FINRA Rules. The Distributor may make Plan payments to any affiliated person (as defined in the 1940 Act) of the Distributor if such affiliated person qualifies as a Recipient or retain such payments if the Distributor qualifies as a Recipient.
(i) Service Fee. In consideration of the administrative support services provided by a Recipient, the Distributor shall make service fee payments to that Recipient quarterly or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days of the end of each calendar quarter or other period, at a rate not to exceed the maximum rate set forth on Schedule A, on an annual basis of the average during the period of the aggregate net asset value of Shares, computed as of the close of each business day, constituting Qualified Holdings owned beneficially or of record by the Recipient or by its Customers for a period of more than the minimum period (the Minimum Holding Period), if any, that may be set from time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make the following service fee payments to any Recipient, within forty-five (45) days of the end of each calendar quarter or at such other interval as deemed appropriate by the Distributor: (i) Advance Service Fee Payments at a rate not to exceed the maximum rate set forth on Schedule A of the average during the calendar quarter or other period of the aggregate net asset value of Shares, computed as of the close of business on the day such Shares are sold, constituting Qualified Holdings, sold by the Recipient during that period and owned beneficially or of record by the Recipient or by its Customers, plus (ii) service fee payments at a rate not to exceed the maximum rate set forth on Schedule A on an annual basis of the average
during the period of the aggregate net asset value of Shares, computed as of the close of each business day, constituting Qualified Holdings owned beneficially or of record by the Recipient or by its Customers for a period of more than one (1) year. In the event Shares are redeemed less than one year after the date such Shares were sold, the Recipient is obligated to and will repay the Distributor on demand a pro rata portion of such Advance Service Fee Payments, based on the ratio of the time such Shares were held to one (1) year.
The administrative support services to be rendered by Recipients in connection with the Accounts may include, but shall not be limited to, the following: answering routine inquiries concerning the Fund, assisting in the establishment and maintenance of accounts or sub-accounts in the Fund and processing Share redemption transactions, making the Funds investment plans and dividend payment options available, and providing such other information and services in connection with the rendering of personal services and/or the maintenance of Accounts, as the Distributor or the Fund may reasonably request.
(ii) Distribution Assistance Fees (Asset-Based Sales Charge) Payments. In its sole discretion and irrespective of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a Recipient quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar quarter or other period, at a rate not to exceed the maximum annual rate set forth on Schedule A of the average during the period of the aggregate net asset value of Shares computed as of the close of each business day constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the Recipient Maximum Holding Period) for making such payments. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as a broker-dealer or are exempt from registration.
The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may include, but shall not be limited to, the following: distributing sales literature and prospectuses other than those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the distribution of Shares by the Recipient, and providing such other information and services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.
(c) A majority of the Independent Trustees may at any time or from time to time increase or decrease the rate of fees to be paid to the Distributor or to any Recipient, but not to exceed the rates set forth above, and/or direct the Distributor to set, eliminate or modify the Fund Maximum Holding Period, any Minimum Holding Period, the Recipient Maximum Holding Period and/or any Minimum Qualified Holdings and/or to split requirements so that different
time periods apply to shares that are afforded different shareholder privileges and features. The Distributor shall notify all Recipients of any Minimum Qualified Holdings, Maximum Holding Period and Minimum Holding Period that are established and the rate of payments hereunder applicable to Recipients, and shall provide each Recipient with written notice within thirty (30) days after any change in these provisions. Inclusion of such provisions or a change in such provisions in a revised current prospectus, Statement of Additional Information or supplement to either shall constitute sufficient notice.
(d) The Service Fee and the Asset-Based Sales Charge on Shares are subject to reduction or elimination under the limits that apply to such fees and charges under the FINRA Rules relating to sales of shares of open-end funds.
(e) Under the Plan, payments may also be made to Recipients: (i) by Invesco Advisers, Inc. (the Adviser) from its own resources (which may include profits derived from the advisory fee it receives from the Fund), or (ii) by the Distributor, from its own resources, from Asset-Based Sales Charge payments or from the proceeds of its borrowings, in either case, in the discretion of the Adviser or the Distributor, respectively.
(f) Recipients are intended to have certain rights as third-party beneficiaries under this Plan, subject to the limitations set forth below. It may be presumed that a Recipient has provided distribution assistance or administrative support services qualifying for payment under the Plan if it has Qualified Holdings of Shares that entitle it to payments under the Plan. In the event that either the Distributor or the Board should have reason to believe that, notwithstanding the level of Qualified Holdings, a Recipient may not be rendering appropriate distribution assistance in connection with the sale of Shares or administrative support services for Accounts, then the Distributor, at the request of the Board, shall require the Recipient to provide a written report or other information to verify that said Recipient is providing appropriate distribution assistance and/or services in this regard. If the Distributor or the Board of Trustees still is not satisfied after the receipt of such report, either may take appropriate steps to terminate the Recipients status as such under the Plan, whereupon such Recipients rights as a third-party beneficiary hereunder shall terminate. Additionally, in their discretion, a majority of the Funds Independent Trustees at any time may remove any broker, dealer, bank or other person or entity as a Recipient, where upon such persons or entitys rights as a third-party beneficiary hereof shall terminate. Notwithstanding any other provision of this Plan, this Plan does not obligate or in any way make the Fund liable to make any payment whatsoever to any person or entity other than directly to the Distributor. The Distributor has no obligation to pay any Service Fees or Distribution Assistance Fees to any Recipient if the Distributor has not received payment of Service Fees or Distribution Assistance Fees from the Fund.
4. Selection and Nomination of Trustees. While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not interested persons of the Fund (Disinterested Trustees) shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall provide written reports to the Funds Board for its review, detailing the amount of all payments made under this Plan and the purpose for which the payments were made. The reports shall be provided quarterly, and shall state whether all provisions of Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a majority (as defined in the 1940 Act) of the Funds outstanding affected class voting shares; (ii) such termination shall be on not more than sixty days written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.
This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the affected class Shareholders at a meeting called for that purpose, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by vote of a majority of the Independent Trustees or by the vote of the holders of a majority (as defined in the 1940 Act) of the Funds outstanding affected voting shares. In the event of such termination, the Board and its Independent Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Funds property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming Trustee and shareholder liability for acts or obligations of the Fund.
SCHEDULE A
DISTRIBUTION AND SERVICE PLAN (COMPENSATION)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Portfolio | Share Class |
Maximum
Asset Based Sales Charge |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||||
Invesco Oppenheimer Portfolio Series: Active Allocation Fund |
|
Class C
Class R |
|
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Oppenheimer Portfolio Series: Growth Investor Fund |
|
Class C
Class R |
|
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund |
|
Class C
Class R |
|
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund |
|
Class C
Class R |
|
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Oppenheimer International Diversified Fund |
|
Class C
Class R |
|
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Oppenheimer Main Street Small Cap Fund |
|
Class C
Class R |
|
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
Invesco Oppenheimer Main Street Mid Cap Fund |
|
Class C
Class R |
|
|
0.75
0.50 |
%
% |
|
0.25
0.25 |
%
% |
|
1.00
0.50 |
%
% |
||||
Invesco Oppenheimer Mid Cap Value Fund |
|
Class A
Class C Class R |
|
|
NONE
0.75 0.50 |
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
SERVICE PLAN (REIMBURSEMENT) (the Plan)
CLASS A SHARES
Of the Funds listed on Schedule A (each, a Fund and collectively, the Funds)
1. The Plan. This Plan is each Funds written service plan for its Class A Shares described in the respective Funds registration statement as of the date this Plan takes effect, contemplated by and to comply with Rule 2341 of the Financial Industry Regulatory Authority, or any amendment or successor to such rule (the FINRA Rules), pursuant to which the Fund will reimburse Invesco Distributors, Inc. (the Distributor) for a portion of its costs incurred in connection with the personal service and maintenance of shareholder accounts (Accounts) that hold Class A Shares (the Shares) of a Fund. The Distributor is authorized under the Plan to pay Recipients, as hereinafter defined, for rendering services and for the maintenance of Accounts. Such Recipients are intended to have certain rights as third-party beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the following meanings:
(a) Recipient shall mean any broker, dealer, bank or other institution which: (i) has rendered services in connection with the personal service and maintenance of Accounts; (ii) shall furnish the Distributor (on behalf of the Fund) with such information as the Distributor shall reasonably request to answer such questions as may arise concerning such service; and (iii) has been selected by the Distributor to receive payments under the Plan. Notwithstanding the foregoing, a majority of each Funds Board of Trustees (the Board) who are not interested persons (as defined in the Investment Company Act of 1940 (the 1940 Act)) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements relating to this Plan (the Independent Trustees) may remove any broker, dealer, bank or other institution as a Recipient, whereupon such entitys rights as a third-party beneficiary hereof shall terminate.
(b) Qualified Holdings shall mean, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such brokerage or other customers, or investment advisory or other clients of such Recipient and/or accounts as to which such Recipient is a fiduciary or custodian or co-fiduciary or co-custodian (collectively, the Customers), but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that two entities would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Funds books shall be deemed the Recipient as to such Shares for purposes of this Plan.
3. Payments.
(a) Under the Plan, the Fund will make payments to the Distributor, within forty-five (45) days of the end of each calendar quarter or at such other period as deemed appropriate by the Distributor, in the amount of the lesser of: (i) the rate set forth on Schedule A, on an annual basis of the average during the calendar quarter or such other period of the aggregate net asset value of the Shares, computed as of the close of each business day, or (ii) the Distributors actual expenses under the Plan for that quarter or such other period approved by the Board. Notwithstanding the foregoing, the Fund will not make payments to the Distributor in excess of the amount the Distributor pays to Recipients. The Distributor will use such fee received from the Fund in its entirety to reimburse itself for payments to Recipients and for its other expenditures and costs of the type approved by the Board incurred in connection with the personal service and maintenance of Accounts including, but not limited to, the services described in the following paragraph. The Distributor may make Plan payments to any affiliated person (as defined in the 1940 Act) of the Distributor if such affiliated person qualifies as a Recipient.
The services to be rendered by the Distributor and Recipients in connection with the personal service and the maintenance of Accounts may include, but shall not be limited to, the following: answering routine inquiries from the Recipients customers concerning the Fund, providing such customers with information on their investment in Shares, assisting in the establishment and maintenance of accounts or sub-accounts in the Fund, making the Funds investment plans and dividend payment options available, and providing such other information and customer liaison services and the maintenance of Accounts as the Distributor or the Fund may reasonably request. It may be presumed that a Recipient has provided services qualifying for compensation under the Plan if it has Qualified Holdings of Shares to entitle it to payments under the Plan. In the event that either the Distributor or the Board should have reason to believe that, notwithstanding the level of Qualified Holdings, a Recipient may not be rendering appropriate services, then the Distributor, at the request of the Board, shall require the Recipient to provide a written report or other information to verify that said Recipient is providing appropriate services in this regard. If the Distributor still is not satisfied, it may take appropriate steps to terminate the Recipients status as such under the Plan, whereupon such entitys rights as a third-party beneficiary hereunder shall terminate.
Payments received by the Distributor from the Fund under the Plan will not be used to pay any interest expense, carrying charges or other financial costs, or allocation of overhead by the Distributor, or for any other purpose other than for the payments described in this Section 3. The amount payable to the Distributor each quarter or such other period will be reduced to the extent that reimbursement payments otherwise permissible under the Plan have not been authorized by the Board for that period. Any unreimbursed expenses incurred for any quarter or such other period by the Distributor may not be recovered in later periods.
(b) The Distributor shall make payments to any Recipient quarterly or at such other period as deemed appropriate by the Distributor, within forty-five (45) days of the end of each calendar quarter or such other period, at a rate set forth on Schedule A, on an annual basis of the average during the calendar quarter or such other period of the aggregate net asset value of the Shares
computed as of the close of each business day, of Qualified Holdings owned beneficially or of record by the Recipient or by its Customers. However, no such payments shall be made to any Recipient for any such period in which its Qualified Holdings do not equal or exceed, at the end of such quarter or such other period, the minimum amount (Minimum Qualified Holdings), if any, to be set from time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make the following service fee payments to any Recipient quarterly or at such other period as deemed appropriate by the Distributor, within forty-five (45) days of the end of each calendar quarter or such other period: (A) Advance Service Fee Payments, at a rate not to exceed the rate set forth on Schedule A, of the average during the calendar quarter or such other period of the aggregate net asset value of Shares, computed as of the close of business on the day such Shares are sold, constituting Qualified Holdings, sold by the Recipient during that quarter or such other period and owned beneficially or of record by the Recipient or by its Customers, plus (B) service fee payments, at a rate not to exceed the rate set forth on Schedule A, on an annual basis of the average during the calendar quarter or such other period of the aggregate net asset value of Shares, computed as of the close of each business day, constituting Qualified Holdings owned beneficially or of record by the Recipient or by its Customers for a period of more than one (1) year. At the Distributors sole option, Advance Service Fee Payments may be made more often than quarterly, and sooner than the end of the calendar quarter. In the event Shares are redeemed less than one year after the date such Shares were sold, the Recipient is obligated to and will repay the Distributor on demand a pro rata portion of such Advance Service Fee Payments, based on the ratio of the time such Shares were held to one (1) year.
A majority of the Independent Trustees may at any time or from time to time increase or decrease and thereafter adjust the rate of fees to be paid to the Distributor or to any Recipient, but not to exceed the rate set forth above, and/or increase or decrease the number of shares constituting Minimum Qualified Holdings. The Distributor shall notify all Recipients of the Minimum Qualified Holdings and the rate of payments hereunder applicable to Recipients, and shall provide each Recipient with written notice within thirty (30) days after any change in these provisions. Inclusion of such provisions or a change in such provisions in a revised current prospectus shall constitute sufficient notice.
(c) Under the Plan, payments may be made to Recipients: (i) by Invesco Advisers, Inc. (the Adviser) from its own resources (which may include profits derived from the advisory fee it receives from a Fund), or (ii) by the Distributor, from its own resources.
4. Selection and Nomination of Trustees. While this Plan is in effect, the selection or replacement of Independent Trustees and the nomination of those persons to be Trustees of the Fund who are not interested persons of the Fund shall be committed to the discretion of the Independent Trustees. Nothing herein shall prevent the Independent Trustees from soliciting the views or the involvement of others in such selection or nomination if the final decision on any such selection and nomination is approved by a majority of the incumbent Independent Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall provide at least quarterly a written report to the Funds Board for its review, detailing the aggregate amount of payments made pursuant to this Plan and the purposes for which the payments were made. The report shall state whether all provisions of Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of the holders of a majority (as defined in the 1940 Act) of the Funds outstanding voting securities of the Class, on not more than sixty days written notice to any other party to the agreement; (ii) such agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act); (iii) it shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (iv) it shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the Independent Trustees cast in person at a meeting called for the purpose of voting on this Plan. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year thereafter or as the Board may otherwise determine only so long as such continuance is specifically approved at least annually by the Board and its Independent Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance. This Plan may be terminated at any time by vote of a majority of the Independent Trustees or by the vote of the holders of a majority (as defined in the 1940 Act) of the Funds outstanding voting securities of Class A. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Class A Shareholders, in the manner described above, and all material amendments must be approved by a vote of the Board and of the Independent Trustees.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Funds property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund.
SCHEDULE A
SERVICE PLAN (REIMBURSEMENT)
The following rates shall apply to each Fund listed below:
Share Class |
Maximum
Asset Based Sales Charge |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
|||||||||
Class A |
NONE | 0.25 | % | 0.25 | % |
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Invesco Oppenheimer Portfolio Series: Active Allocation Fund
Invesco Oppenheimer Portfolio Series: Growth Investor Fund
Invesco Oppenheimer Portfolio Series: Conservative Investor Fund
Invesco Oppenheimer Portfolio Series: Moderate Investor Fund
Invesco Oppenheimer International Diversified Fund
Invesco Oppenheimer Main Street Small Cap Fund
Invesco Oppenheimer Main Street Mid Cap Fund
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 Invesco Funds (including each series thereof, as applicable, a Fund) listed on Schedule A attached hereto and incorporated herein, effective June 10, 2019, 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/ Beth Ann Brown |
Beth Ann Brown |
Date: June 10, 2019 |
Schedule A
Closed-End Funds
Invesco Senior Loan Fund
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 Invesco Funds (including each series thereof, as applicable, a Fund) listed on Schedule A attached hereto and incorporated herein, effective June 10, 2019, 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/ Elizabeth Krentzman |
Elizabeth Krentzman |
Date: June 10, 2019 |
Schedule A
Closed-End Funds
Invesco Senior Loan Fund
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 Invesco Funds (including each series thereof, as applicable, a Fund) listed on Schedule A attached hereto and incorporated herein, effective June 10, 2019, 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/ Joel Motley |
Joel Motley |
Date: June 10, 2019 |
Schedule A
Closed-End Funds
Invesco Senior Loan Fund
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 Invesco Funds (including each series thereof, as applicable, a Fund) listed on Schedule A attached hereto and incorporated herein, effective June 10, 2019, 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/ James Vaughn |
James Vaughn |
Date: June 10, 2019 |
Schedule A
Closed-End Funds
Invesco Senior Loan Fund
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 Invesco Funds (including each series thereof, as applicable, a Fund) listed on Schedule A attached hereto and incorporated herein, effective June 10, 2019, 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/ Daniel S. Vandivort |
Daniel S. Vandivort |
Date: June 10, 2019 |
Schedule A
Closed-End Funds
Invesco Senior Loan Fund
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