REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ |
Pre-Effective Amendment No. | ☐ |
Post-Effective Amendment No. 81 | ☒ |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☐ |
Amendment No. 80 | ☒ |
Joseph C. Benedetti, Esquire
Invesco Advisers, Inc. 11 Greenway Plaza, Suite 1000 Houston, Texas 77046-1173 |
Matthew R. DiClemente, Esquire
Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, Pennsylvania 19103-7018 |
It is proposed that this filing will become effective (check appropriate box) | |
___ | immediately upon filing pursuant to paragraph (b) |
X | on April 30, 2020 pursuant to paragraph (b) |
__ | 60 days after filing pursuant to paragraph (a) |
__ | on (date) pursuant to paragraph (a) |
__ | 75 days after filing pursuant to paragraph (a)(2) |
__ | on (date) pursuant to paragraph (a)(2) of rule 485 |
If appropriate, check the following box: | |
__ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 89 | $278 | $482 | $1,073 |
... | ||||
Series II shares | $114 | $356 | $617 | $1,363 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (7/3/1995) | 36.76% | 12.51% | 13.35% |
... | |||
Series II shares: Inception (9/18/2000) | 36.43 | 12.22 | 13.07 |
... | |||
Russell 1000® Growth Index (reflects no deductions for fees, expenses or taxes) | 36.39 | 14.63 | 15.22 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Lipper VUF Large-Cap Growth Funds Index | 32.69 | 13.77 | 13.95 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Voss | Portfolio Manager (lead) | 2010 |
... | ||
Ido Cohen | Portfolio Manager | 2010 |
... |
■ | Erik Voss (lead manager), Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2010. |
■ | Ido Cohen, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2010. |
Net
asset
value, beginning of period |
Net
investment income (loss)(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $57.15 | $ 0.10 | $19.86 | $19.96 | $ — | $(9.96) | $(9.96) | $67.15 | 36.76% | $490,366 | 0.86% (d) | 0.87% (d) | 0.15% (d) | 40% |
Year ended 12/31/18 | 62.97 | (0.00) | (1.50) | (1.50) | — | (4.32) | (4.32) | 57.15 | (3.62) | 405,192 | 0.88 | 0.88 | (0.00) | 42 |
Year ended 12/31/17 | 53.58 | (0.04) | 14.50 | 14.46 | (0.05) | (5.02) | (5.07) | 62.97 | 27.34 | 491,271 | 0.89 | 0.89 | (0.06) | 45 |
Year ended 12/31/16 | 57.30 | 0.07 | 1.33 | 1.40 | — | (5.12) | (5.12) | 53.58 | 2.27 | 420,824 | 0.93 | 0.93 | 0.12 | 59 |
Year ended 12/31/15 | 54.88 | (0.03) | 2.76 | 2.73 | — | (0.31) | (0.31) | 57.30 | 5.01 | 479,298 | 0.96 | 0.96 | (0.05) | 68 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 54.90 | (0.07) | 19.03 | 18.96 | — | (9.96) | (9.96) | 63.90 | 36.43 | 162,221 | 1.11 (d) | 1.12 (d) | (0.10) (d) | 40 |
Year ended 12/31/18 | 60.79 | (0.16) | (1.41) | (1.57) | — | (4.32) | (4.32) | 54.90 | (3.88) | 133,216 | 1.13 | 1.13 | (0.25) | 42 |
Year ended 12/31/17 | 51.95 | (0.19) | 14.05 | 13.86 | — | (5.02) | (5.02) | 60.79 | 27.03 | 170,956 | 1.14 | 1.14 | (0.31) | 45 |
Year ended 12/31/16 | 55.85 | (0.06) | 1.28 | 1.22 | — | (5.12) | (5.12) | 51.95 | 2.00 | 151,599 | 1.18 | 1.18 | (0.13) | 59 |
Year ended 12/31/15 | 53.63 | (0.16) | 2.69 | 2.53 | — | (0.31) | (0.31) | 55.85 | 4.75 | 175,919 | 1.21 | 1.21 | (0.30) | 68 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $459,259 and $150,652 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% | 0.87% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.13% | 8.43% | 12.91% | 17.57% | 22.43% | 27.48% | 32.75% | 38.23% | 43.94% | 49.89% |
End of Year Balance | $10,413.00 | $10,843.06 | $11,290.88 | $11,757.19 | $12,242.76 | $12,748.39 | $13,274.89 | $13,823.15 | $14,394.04 | $14,988.52 |
Estimated Annual Expenses | $ 88.80 | $ 92.46 | $ 96.28 | $ 100.26 | $ 104.40 | $ 108.71 | $ 113.20 | $ 117.88 | $ 122.74 | $ 127.81 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.12% | 1.12% | 1.12% | 1.12% | 1.12% | 1.12% | 1.12% | 1.12% | 1.12% | 1.12% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.88% | 7.91% | 12.10% | 16.45% | 20.96% | 25.66% | 30.53% | 35.60% | 40.86% | 46.33% |
End of Year Balance | $10,388.00 | $10,791.05 | $11,209.75 | $11,644.69 | $12,096.50 | $12,565.84 | $13,053.40 | $13,559.87 | $14,085.99 | $14,632.53 |
Estimated Annual Expenses | $ 114.17 | $ 118.60 | $ 123.20 | $ 127.98 | $ 132.95 | $ 138.11 | $ 143.47 | $ 149.03 | $ 154.82 | $ 160.82 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. American Franchise Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VK-VIAMFR-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 94 | $293 | $509 | $1,131 |
... | ||||
Series II shares | $119 | $372 | $644 | $1,420 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (1/2/1997) | 25.03% | 4.74% | 10.39% |
... | |||
Series II shares: Inception (5/5/2003) | 24.71 | 4.48 | 10.16 |
... | |||
Russell Midcap® Value Index (reflects no deductions for fees, expenses or taxes) | 27.06 | 7.62 | 12.41 |
... | |||
Lipper VUF Mid-Cap Value Funds Index | 24.76 | 6.72 | 10.79 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... |
Portfolio Manager | Title | Length of Service on the Fund |
Jeffrey Vancavage | Portfolio Manager | 2016 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell |
derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. | |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Jeffrey Vancavage, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2016. From 2001 to 2016, he was employed by Eagle Asset Management, where he served as Portfolio Co-Manager from 2013 to 2016. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $13.86 | $0.12 | $ 3.24 | $ 3.36 | $(0.11) | $(1.19) | $(1.30) | $15.92 | 25.03% | $ 84,799 | 0.92% (d) | 0.92% (d) | 0.78% (d) | 68% |
Year ended 12/31/18 | 18.38 | 0.10 | (1.87) | (1.77) | (0.09) | (2.66) | (2.75) | 13.86 | (12.65) | 77,491 | 0.93 | 0.93 | 0.52 | 39 |
Year ended 12/31/17 | 17.06 | 0.08 | 1.59 | 1.67 | (0.14) | (0.21) | (0.35) | 18.38 | 9.96 | 104,510 | 0.94 | 0.94 | 0.48 | 56 |
Year ended 12/31/16 | 15.69 | 0.13 | 2.23 | 2.36 | (0.06) | (0.93) | (0.99) | 17.06 | 15.49 | 116,762 | 0.97 | 0.97 | 0.84 | 50 |
Year ended 12/31/15 | 19.92 | 0.06 | (1.82) | (1.76) | (0.06) | (2.41) | (2.47) | 15.69 | (9.13) | 125,686 | 0.99 | 0.99 | 0.33 | 26 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 13.71 | 0.08 | 3.21 | 3.29 | (0.07) | (1.19) | (1.26) | 15.74 | 24.71 | 233,890 | 1.17 (d) | 1.17 (d) | 0.53 (d) | 68 |
Year ended 12/31/18 | 18.19 | 0.05 | (1.83) | (1.78) | (0.04) | (2.66) | (2.70) | 13.71 | (12.82) | 169,036 | 1.18 | 1.18 | 0.27 | 39 |
Year ended 12/31/17 | 16.90 | 0.04 | 1.56 | 1.60 | (0.10) | (0.21) | (0.31) | 18.19 | 9.62 | 294,598 | 1.19 | 1.19 | 0.23 | 56 |
Year ended 12/31/16 | 15.55 | 0.09 | 2.21 | 2.30 | (0.02) | (0.93) | (0.95) | 16.90 | 15.22 | 284,043 | 1.22 | 1.22 | 0.59 | 50 |
Year ended 12/31/15 | 19.75 | 0.02 | (1.80) | (1.78) | (0.01) | (2.41) | (2.42) | 15.55 | (9.36) | 210,354 | 1.24 | 1.24 | 0.08 | 26 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $82,951 and $205,943 for Series I and Series II shares, respectively. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. American Value Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VK-VIAMVA-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (including prior fiscal year end Acquired Fund Fees and Expenses of 0.16% and excluding certain items discussed below) of Series I and Series II shares to 0.80% and 1.05%, respectively, of the Fund’s average daily nets assets (the “expense limits”). In determining the Adviser's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Invesco has also contractually agreed to waive a portion of the Fund’s management fee in an amount equal to the net management fee that Invesco earns on the Fund’s investments in certain affiliated funds. Unless Invesco continues the fee waiver agreements, they will terminate on April 30, 2021 and June 30, 2021, respectively. 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 82 | $354 | $647 | $1,482 |
... | ||||
Series II shares | $107 | $432 | $780 | $1,762 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (1/23/2009) | 15.21% | 4.91% | 6.32% |
... | |||
Series II shares: Inception (1/23/2009) | 14.88 | 4.65 | 6.05 |
... | |||
MSCI World IndexSM (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 27.67 | 8.74 | 9.47 |
... | |||
Custom Invesco VI Balanced-Risk Allocation Index (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 19.93 | 6.63 | 7.30 |
... | |||
Lipper VUF Absolute Return Funds Classification Average | 3.68 | 0.64 | — |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Mark Ahnrud | Portfolio Manager | 2010 |
... | ||
Chris Devine | Portfolio Manager | 2010 |
... | ||
Scott Hixon | Portfolio Manager | 2010 |
... | ||
Christian Ulrich | Portfolio Manager | 2010 |
... | ||
Scott Wolle | Portfolio Manager | 2010 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively |
impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Regulatory Risk. Changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. The SEC has proposed new regulations related to the use of derivatives and related instruments by registered investment companies. If adopted as proposed, these regulations would limit the Fund’s ability to engage in derivatives transactions and may result in increased costs or require the Fund to modify its investment strategies or to liquidate. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Mark Ahnrud, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Chris Devine, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Scott Hixon, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1994. |
■ | Christian Ulrich, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Scott Wolle, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1999. |
Net
asset
value, beginning of period |
Net
investment income (loss)(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Return
of
capital |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Series I | |||||||||||||||
Year ended 12/31/19 | $ 9.47 | $ 0.14 | $ 1.30 | $ 1.44 | $ — | $ — | $ — | $ — | $10.91 | 15.21% | $ 45,427 | 0.64% (d)(e) | 1.10% (d) | 1.38% (d) | 94% |
Year ended 12/31/18 | 11.31 | 0.11 | (0.79) | (0.68) | (0.14) | (0.99) | (0.03) | (1.16) | 9.47 | (6.46) | 37,450 | 0.65 (e) | 1.10 | 1.03 | 199 |
Year ended 12/31/17 | 11.35 | 0.01 | 1.08 | 1.09 | (0.48) | (0.65) | — | (1.13) | 11.31 | 10.06 | 39,340 | 0.68 (e) | 1.11 | 0.10 | 52 |
Year ended 12/31/16 | 10.20 | (0.04) | 1.24 | 1.20 | (0.05) | — | — | (0.05) | 11.35 | 11.74 | 34,714 | 0.67 (e) | 1.12 | (0.33) | 120 |
Year ended 12/31/15 | 12.30 | (0.07) | (0.44) | (0.51) | (0.52) | (1.07) | — | (1.59) | 10.20 | (4.10) | 26,854 | 0.69 | 1.15 | (0.61) | 44 |
... | |||||||||||||||
Series II | |||||||||||||||
Year ended 12/31/19 | 9.34 | 0.12 | 1.27 | 1.39 | — | — | — | — | 10.73 | 14.88 | 976,477 | 0.89 (d)(e) | 1.35 (d) | 1.13 (d) | 94 |
Year ended 12/31/18 | 11.17 | 0.08 | (0.78) | (0.70) | (0.11) | (0.99) | (0.03) | (1.13) | 9.34 | (6.71) | 968,329 | 0.90 (e) | 1.35 | 0.78 | 199 |
Year ended 12/31/17 | 11.22 | (0.02) | 1.07 | 1.05 | (0.45) | (0.65) | — | (1.10) | 11.17 | 9.83 | 1,158,077 | 0.93 (e) | 1.36 | (0.15) | 52 |
Year ended 12/31/16 | 10.08 | (0.06) | 1.22 | 1.16 | (0.02) | — | — | (0.02) | 11.22 | 11.51 | 1,113,539 | 0.92 (e) | 1.37 | (0.58) | 120 |
Year ended 12/31/15 | 12.17 | (0.10) | (0.44) | (0.54) | (0.48) | (1.07) | — | (1.55) | 10.08 | (4.40) | 939,354 | 0.94 | 1.40 | (0.86) | 44 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $42,105 and $985,702 for Series I and Series II shares, respectively. |
(e) | In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated underlying fund expenses are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated underlying fund expenses that you bear indirectly is included in your Fund’s total return. Estimated acquired fund fees from underlying funds were 0.15%, 0.16%, 0.15% and 0.12% for the years ended December 31, 2019, 2018, 2017 and 2016, respectively. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Balanced-Risk Allocation Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIIBRA-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2021. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 77 | $242 | $421 | $ 941 |
... | ||||
Series II shares | $102 | $321 | $557 | $1,235 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (4/30/1999) | 25.30% | 7.42% | 11.19% |
... | |||
Series II shares: Inception (9/18/2000) | 24.94 | 7.15 | 10.91 |
... | |||
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) | 26.54 | 8.29 | 11.80 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Lipper VUF Large-Cap Value Funds Index | 26.71 | 7.88 | 10.87 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Kevin Holt | Portfolio Manager (co-lead) | 2010 (predecessor fund 1999) |
... | ||
Devin Armstrong | Portfolio Manager (co-lead) | 2010 (predecessor fund 2007) |
... | ||
Charles DyReyes | Portfolio Manager | 2015 |
... | ||
James Warwick | Portfolio Manager | 2010 (predecessor fund 2007) |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on |
derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. | |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Kevin Holt (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2010. Mr. Holt served as Portfolio Manager of the predecessor fund since 1999. |
■ | Devin Armstrong (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2010. Mr. Armstrong served as Portfolio Manager of the predecessor fund since 2007. |
■ | Charles DyReyes, Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2015. From 2010 to 2015, he served as a senior equity analyst with Brandywine Global Investment Management. |
■ | James Warwick, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2010. Mr. Warwick served as Portfolio Manager of the predecessor fund since 2007. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $16.12 | $0.37 | $ 3.45 | $ 3.82 | $(0.37) | $(2.41) | $(2.78) | $17.16 | 25.30% | $ 199,521 | 0.74% (d) | 0.74% (d) | 2.09% (d) | 21% |
Year ended 12/31/18 | 20.62 | 0.33 | (2.41) | (2.08) | (0.36) | (2.06) | (2.42) | 16.12 | (12.16) | 214,084 | 0.75 | 0.75 | 1.63 | 19 |
Year ended 12/31/17 | 18.69 | 0.28 | 2.94 | 3.22 | (0.44) | (0.85) | (1.29) | 20.62 | 17.85 | 270,651 | 0.75 | 0.75 | 1.47 | 13 |
Year ended 12/31/16 | 17.57 | 0.38 | 2.47 | 2.85 | (0.29) | (1.44) | (1.73) | 18.69 | 17.30 | 256,080 | 0.77 | 0.78 | 2.20 | 21 |
Year ended 12/31/15 | 19.16 | 0.28 | (1.45) | (1.17) | (0.37) | (0.05) | (0.42) | 17.57 | (5.98) | 332,411 | 0.78 | 0.83 | 1.52 | 16 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 16.06 | 0.32 | 3.44 | 3.76 | (0.32) | (2.41) | (2.73) | 17.09 | 24.94 | 1,240,109 | 0.99 (d) | 0.99 (d) | 1.84 (d) | 21 |
Year ended 12/31/18 | 20.54 | 0.28 | (2.40) | (2.12) | (0.30) | (2.06) | (2.36) | 16.06 | (12.37) | 1,098,666 | 1.00 | 1.00 | 1.38 | 19 |
Year ended 12/31/17 | 18.62 | 0.23 | 2.93 | 3.16 | (0.39) | (0.85) | (1.24) | 20.54 | 17.58 | 1,643,281 | 1.00 | 1.00 | 1.22 | 13 |
Year ended 12/31/16 | 17.51 | 0.34 | 2.45 | 2.79 | (0.24) | (1.44) | (1.68) | 18.62 | 16.99 | 1,679,769 | 1.02 | 1.03 | 1.95 | 21 |
Year ended 12/31/15 | 19.08 | 0.24 | (1.44) | (1.20) | (0.32) | (0.05) | (0.37) | 17.51 | (6.19) | 1,549,679 | 1.03 | 1.08 | 1.27 | 16 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $194,472 and $1,192,847 for Series I and Series II shares, respectively. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Comstock Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VK-VICOM-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 80 | $249 | $433 | $ 966 |
... | ||||
Series II shares | $105 | $328 | $569 | $1,259 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/2/1994) | 28.97% | 6.56% | 9.12% |
... | |||
Series II shares: Inception (10/24/2001) | 28.66 | 6.31 | 8.86 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Russell 1000® Index (reflects no deductions for fees, expenses or taxes) | 31.43 | 11.48 | 13.54 |
... | |||
Lipper VUF Large-Cap Core Funds Index | 28.24 | 10.31 | 11.97 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Manind ("Mani”) Govil | Portfolio Manager (lead) | 2019 |
... | ||
Benjamin Ram | Portfolio Manager | 2019 |
... | ||
Paul Larson | Portfolio Manager | 2019 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative |
contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure |
to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Manind ("Mani”) Govil (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. From 2009 to 2019, Mr. Govil was associated with OppenheimerFunds, a global asset management firm. |
■ | Benjamin Ram, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. From 2009 to 2019, Mr. Ram was associated with OppenheimerFunds, a global asset management firm. |
■ | Paul Larson, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. From 2013 to 2019, Mr. Larson was associated with OppenheimerFunds, a global asset management firm. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $30.94 | $0.38 | $ 8.22 | $ 8.60 | $(0.35) | $(4.24) | $(4.59) | $34.95 | 28.97% | $ 855,744 | 0.78% (d) | 0.78% (d) | 1.08% (d) | 82% |
Year ended 12/31/18 | 36.72 | 0.25 | (3.29) | (3.04) | (0.34) | (2.40) | (2.74) | 30.94 | (9.40) | 858,828 | 0.79 | 0.80 | 0.70 | 46 |
Year ended 12/31/17 | 34.58 | 0.27 | 4.21 | 4.48 | (0.39) | (1.95) | (2.34) | 36.72 | 13.17 | 1,054,802 | 0.79 | 0.80 | 0.74 | 30 |
Year ended 12/31/16 | 33.84 | 0.39 | 3.07 | 3.46 | (0.28) | (2.44) | (2.72) | 34.58 | 10.26 | 1,033,700 | 0.84 | 0.85 | 1.11 | 38 |
Year ended 12/31/15 | 41.00 | 0.32 | (2.79) | (2.47) | (0.46) | (4.23) | (4.69) | 33.84 | (5.75) | 921,516 | 0.89 | 0.90 | 0.81 | 45 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 30.66 | 0.29 | 8.16 | 8.45 | (0.06) | (4.24) | (4.30) | 34.81 | 28.66 | 22,652 | 1.03 (d) | 1.03 (d) | 0.83 (d) | 82 |
Year ended 12/31/18 | 36.18 | 0.16 | (3.28) | (3.12) | — | (2.40) | (2.40) | 30.66 | (9.61) | 20,203 | 1.04 | 1.05 | 0.45 | 46 |
Year ended 12/31/17 | 34.11 | 0.18 | 4.14 | 4.32 | (0.30) | (1.95) | (2.25) | 36.18 | 12.87 | 189,982 | 1.04 | 1.05 | 0.49 | 30 |
Year ended 12/31/16 | 33.40 | 0.30 | 3.03 | 3.33 | (0.18) | (2.44) | (2.62) | 34.11 | 10.02 | 179,596 | 1.09 | 1.10 | 0.86 | 38 |
Year ended 12/31/15 | 40.53 | 0.22 | (2.75) | (2.53) | (0.37) | (4.23) | (4.60) | 33.40 | (5.98) | 178,126 | 1.14 | 1.15 | 0.56 | 45 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $875,709 and $21,898 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% | 0.78% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.22% | 8.62% | 13.20% | 17.98% | 22.96% | 28.15% | 33.55% | 39.19% | 45.06% | 51.19% |
End of Year Balance | $10,422.00 | $10,861.81 | $11,320.18 | $11,797.89 | $12,295.76 | $12,814.64 | $13,355.42 | $13,919.02 | $14,506.40 | $15,118.57 |
Estimated Annual Expenses | $ 79.65 | $ 83.01 | $ 86.51 | $ 90.16 | $ 93.97 | $ 97.93 | $ 102.06 | $ 106.37 | $ 110.86 | $ 115.54 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.03% | 1.03% | 1.03% | 1.03% | 1.03% | 1.03% | 1.03% | 1.03% | 1.03% | 1.03% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.97% | 8.10% | 12.39% | 16.85% | 21.49% | 26.31% | 31.33% | 36.54% | 41.96% | 47.60% |
End of Year Balance | $10,397.00 | $10,809.76 | $11,238.91 | $11,685.09 | $12,148.99 | $12,631.31 | $13,132.77 | $13,654.14 | $14,196.21 | $14,759.80 |
Estimated Annual Expenses | $ 105.04 | $ 109.21 | $ 113.55 | $ 118.06 | $ 122.75 | $ 127.62 | $ 132.68 | $ 137.95 | $ 143.43 | $ 149.12 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Core Equity Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VICEQ-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding Acquired Fund Fees and Expenses and certain items discussed below) of Series I and Series II shares to 0.61% and 0.86%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Invesco has also contractually agreed to waive a portion of the Fund’s management fee in an amount equal to the net management fee that Invesco earns on the Fund’s investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreements, they will terminate on April 30, 2021 and June 30, 2021, respectively. 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $63 | $315 | $586 | $1,361 |
... | ||||
Series II shares | $89 | $393 | $720 | $1,644 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/5/1993) | 11.06% | 4.15% | 5.61% |
... | |||
Series II shares: Inception (3/14/2002) | 11.00 | 3.91 | 5.35 |
... | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) | 8.72 | 3.05 | 3.75 |
... | |||
Lipper VUF Core Plus Bond Funds Index | 9.51 | 3.20 | 4.02 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Matthew Brill | Portfolio Manager | 2015 |
... | ||
Chuck Burge | Portfolio Manager | 2009 |
... | ||
Michael Hyman | Portfolio Manager | 2015 |
... | ||
Joseph Portera | Portfolio Manager | 2015 |
... | ||
Scott Roberts | Portfolio Manager | 2012 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Matthew Brill, Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2013. |
■ | Chuck Burge, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 2002. |
■ | Michael Hyman, Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2013. |
■ | Joseph Portera, Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2012. |
■ | Scott Roberts, Portfolio Manager, who has been responsible for the Fund since 2012 and has been associated with Invesco and/or its affiliates since 2000. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||
Year ended 12/31/19 | $6.00 | $0.19 | $ 0.47 | $ 0.66 | $(0.19) | $6.47 | 11.06% | $24,769 | 0.59% (d) | 1.13% (d) | 2.94% (d) | 300% |
Year ended 12/31/18 | 6.38 | 0.22 | (0.37) | (0.15) | (0.23) | 6.00 | (2.37) | 17,019 | 0.59 | 1.78 | 3.57 | 339 |
Year ended 12/31/17 | 6.21 | 0.22 | 0.17 | 0.39 | (0.22) | 6.38 | 6.34 | 20,326 | 0.60 | 1.58 | 3.46 | 407 |
Year ended 12/31/16 | 6.07 | 0.23 | 0.18 | 0.41 | (0.27) | 6.21 | 6.66 | 15,485 | 0.55 | 1.68 | 3.71 | 474 |
Year ended 12/31/15 | 6.39 | 0.24 | (0.26) | (0.02) | (0.30) | 6.07 | (0.37) | 15,587 | 0.65 | 1.73 | 3.81 | 416 |
... | ||||||||||||
Series II | ||||||||||||
Year ended 12/31/19 | 5.97 | 0.17 | 0.49 | 0.66 | (0.18) | 6.45 | 11.00 | 359 | 0.84 (d) | 1.38 (d) | 2.69 (d) | 300 |
Year ended 12/31/18 | 6.35 | 0.20 | (0.37) | (0.17) | (0.21) | 5.97 | (2.64) | 117 | 0.84 | 2.03 | 3.32 | 339 |
Year ended 12/31/17 | 6.19 | 0.20 | 0.16 | 0.36 | (0.20) | 6.35 | 5.89 | 123 | 0.85 | 1.83 | 3.21 | 407 |
Year ended 12/31/16 | 6.04 | 0.22 | 0.18 | 0.40 | (0.25) | 6.19 | 6.52 | 126 | 0.80 | 1.93 | 3.46 | 474 |
Year ended 12/31/15 | 6.36 | 0.22 | (0.26) | (0.04) | (0.28) | 6.04 | (0.64) | 156 | 0.90 | 1.98 | 3.56 | 416 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $21,061 and $161 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | The Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.62% | 1.16% | 1.16% | 1.16% | 1.16% | 1.16% | 1.16% | 1.16% | 1.16% | 1.16% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.38% | 8.39% | 12.55% | 16.87% | 21.36% | 26.02% | 30.86% | 35.88% | 41.10% | 46.52% |
End of Year Balance | $10,438.00 | $10,838.82 | $11,255.03 | $11,687.22 | $12,136.01 | $12,602.04 | $13,085.95 | $13,588.45 | $14,110.25 | $14,652.08 |
Estimated Annual Expenses | $ 63.36 | $ 123.41 | $ 128.14 | $ 133.07 | $ 138.17 | $ 143.48 | $ 148.99 | $ 154.71 | $ 160.65 | $ 166.82 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.87% | 1.41% | 1.41% | 1.41% | 1.41% | 1.41% | 1.41% | 1.41% | 1.41% | 1.41% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.13% | 7.87% | 11.74% | 15.75% | 19.91% | 24.21% | 28.67% | 33.29% | 38.08% | 43.03% |
End of Year Balance | $10,413.00 | $10,786.83 | $11,174.07 | $11,575.22 | $11,990.77 | $12,421.24 | $12,867.16 | $13,329.10 | $13,807.61 | $14,303.30 |
Estimated Annual Expenses | $ 88.80 | $ 149.46 | $ 154.82 | $ 160.38 | $ 166.14 | $ 172.10 | $ 178.28 | $ 184.68 | $ 191.31 | $ 198.18 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Core Plus Bond Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VICPB-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $67 | $211 | $368 | $ 822 |
... | ||||
Series II shares | $93 | $290 | $504 | $1,120 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (3/1/1990) | 25.09% | 8.03% | 11.07% |
... | |||
Series II shares: Inception (6/5/2000) | 24.77 | 7.76 | 10.80 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) | 26.54 | 8.29 | 11.80 |
... | |||
Lipper VUF Large-Cap Value Funds Index | 26.71 | 7.88 | 10.87 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Meggan Walsh | Portfolio Manager (lead) | 2010 |
... | ||
Robert Botard | Portfolio Manager | 2014 |
... | ||
Kristina Bradshaw | Portfolio Manager | 2014 |
... | ||
Chris McMeans | Portfolio Manager | 2016 |
... |
■ | Meggan Walsh (lead manager), Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1991. |
■ | Robert Botard, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 1993. |
■ | Kristina Bradshaw, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2006. |
■ | Chris McMeans, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2008. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $23.70 | $0.67 | $ 5.15 | $ 5.82 | $(0.80) | $(1.49) | $(2.29) | $27.23 | 25.09% | $278,727 | 0.65% (d) | 0.65% (d) | 2.54% (d) | 7% |
Year ended 12/31/18 | 27.18 | 0.63 | (2.53) | (1.90) | (0.65) | (0.93) | (1.58) | 23.70 | (7.57) | 337,461 | 0.64 | 0.65 | 2.38 | 10 |
Year ended 12/31/17 | 26.38 | 0.56 | 1.65 | 2.21 | (0.46) | (0.95) | (1.41) | 27.18 | 8.58 | 437,104 | 0.64 | 0.65 | 2.06 | 16 |
Year ended 12/31/16 | 23.27 | 0.50 | 2.93 | 3.43 | (0.32) | — | (0.32) | 26.38 | 14.81 | 439,857 | 0.66 | 0.68 | 2.02 | 14 |
Year ended 12/31/15 | 23.21 | 0.43 | 0.04 | 0.47 | (0.41) | — | (0.41) | 23.27 | 2.07 | 333,573 | 0.70 | 0.71 | 1.84 | 15 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 23.54 | 0.60 | 5.11 | 5.71 | (0.73) | (1.49) | (2.22) | 27.03 | 24.77 | 236,880 | 0.90 (d) | 0.90 (d) | 2.29 (d) | 7 |
Year ended 12/31/18 | 27.00 | 0.56 | (2.51) | (1.95) | (0.58) | (0.93) | (1.51) | 23.54 | (7.78) | 204,889 | 0.89 | 0.90 | 2.13 | 10 |
Year ended 12/31/17 | 26.23 | 0.49 | 1.64 | 2.13 | (0.41) | (0.95) | (1.36) | 27.00 | 8.31 | 242,614 | 0.89 | 0.90 | 1.81 | 16 |
Year ended 12/31/16 | 23.16 | 0.43 | 2.92 | 3.35 | (0.28) | — | (0.28) | 26.23 | 14.54 | 215,614 | 0.91 | 0.93 | 1.77 | 14 |
Year ended 12/31/15 | 23.11 | 0.37 | 0.04 | 0.41 | (0.36) | — | (0.36) | 23.16 | 1.82 | 132,477 | 0.95 | 0.96 | 1.59 | 15 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $302,948 and $224,071 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.66% | 0.66% | 0.66% | 0.66% | 0.66% | 0.66% | 0.66% | 0.66% | 0.66% | 0.66% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.34% | 8.87% | 13.59% | 18.52% | 23.67% | 29.03% | 34.63% | 40.48% | 46.57% | 52.94% |
End of Year Balance | $10,434.00 | $10,886.84 | $11,359.32 | $11,852.32 | $12,366.71 | $12,903.42 | $13,463.43 | $14,047.75 | $14,657.42 | $15,293.55 |
Estimated Annual Expenses | $ 67.43 | $ 70.36 | $ 73.41 | $ 76.60 | $ 79.92 | $ 83.39 | $ 87.01 | $ 90.79 | $ 94.73 | $ 98.84 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.91% | 0.91% | 0.91% | 0.91% | 0.91% | 0.91% | 0.91% | 0.91% | 0.91% | 0.91% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.09% | 8.35% | 12.78% | 17.39% | 22.19% | 27.19% | 32.39% | 37.81% | 43.44% | 49.31% |
End of Year Balance | $10,409.00 | $10,834.73 | $11,277.87 | $11,739.13 | $12,219.26 | $12,719.03 | $13,239.24 | $13,780.73 | $14,344.36 | $14,931.04 |
Estimated Annual Expenses | $ 92.86 | $ 96.66 | $ 100.61 | $ 104.73 | $ 109.01 | $ 113.47 | $ 118.11 | $ 122.94 | $ 127.97 | $ 133.20 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Diversified Dividend Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIDDI-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $36 | $113 | $197 | $443 |
... | ||||
Series II shares | $61 | $192 | $335 | $750 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (11/9/1994) | 28.79% | 9.36% | 13.08% |
... | |||
Series II shares: Inception (7/24/2000) | 28.46 | 9.09 | 12.80 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
S&P 500® Equal Weight Index (reflects no deductions for fees, expenses or taxes) | 29.24 | 9.77 | 13.54 |
... | |||
Lipper VUF Multi-Cap Core Funds Index | 26.26 | 8.12 | 10.44 |
... |
Portfolio Managers | Title | Length of Service on the fund |
Anthony Munchak | Portfolio Manager | 2010 |
... | ||
Glen Murphy | Portfolio Manager | 2010 |
... | ||
Francis Orlando | Portfolio Manager | 2010 |
... | ||
Daniel Tsai | Portfolio Manager | 2010 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is |
dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives |
■ | Anthony Munchak, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Glen Murphy, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1995. |
■ | Francis Orlando, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1987. |
■ | Daniel Tsai, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $17.80 | $0.34 | $ 4.73 | $ 5.07 | $(0.35) | $(0.38) | $(0.73) | $22.14 | 28.79% | $ 31,327 | 0.35% (d) | 0.35% (d) | 1.71% (d) | 39% |
Year ended 12/31/18 | 19.88 | 0.32 | (1.80) | (1.48) | (0.23) | (0.37) | (0.60) | 17.80 | (7.87) | 109,414 | 0.31 | 0.31 | 1.61 | 24 |
Year ended 12/31/17 | 17.24 | 0.29 | 2.87 | 3.16 | (0.15) | (0.37) | (0.52) | 19.88 | 18.58 | 127,462 | 0.32 | 0.32 | 1.55 | 22 |
Year ended 12/31/16 | 15.81 | 0.26 | 1.96 | 2.22 | (0.10) | (0.69) | (0.79) | 17.24 | 14.24 | 114,202 | 0.39 | 0.39 | 1.56 | 22 |
Year ended 12/31/15 | 19.98 | 0.26 | (0.94) | (0.68) | (0.28) | (3.21) | (3.49) | 15.81 | (2.68) | 27,974 | 0.55 | 0.55 | 1.38 | 25 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 17.29 | 0.29 | 4.57 | 4.86 | (0.31) | (0.38) | (0.69) | 21.46 | 28.46 | 248,057 | 0.60 (d) | 0.60 (d) | 1.46 (d) | 39 |
Year ended 12/31/18 | 19.35 | 0.26 | (1.74) | (1.48) | (0.21) | (0.37) | (0.58) | 17.29 | (8.11) | 149,913 | 0.56 | 0.56 | 1.36 | 24 |
Year ended 12/31/17 | 16.82 | 0.24 | 2.79 | 3.03 | (0.13) | (0.37) | (0.50) | 19.35 | 18.26 | 117,400 | 0.57 | 0.57 | 1.30 | 22 |
Year ended 12/31/16 | 15.44 | 0.21 | 1.93 | 2.14 | (0.07) | (0.69) | (0.76) | 16.82 | 14.01 | 48,936 | 0.64 | 0.64 | 1.31 | 22 |
Year ended 12/31/15 | 19.60 | 0.21 | (0.92) | (0.71) | (0.24) | (3.21) | (3.45) | 15.44 | (2.92) | 38,643 | 0.80 | 0.80 | 1.13 | 25 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $37,777 and $202,839 for Series I and Series II shares, respectively. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Equally-Weighted S&P 500 Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | MS-VIEWSP-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2021. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $56 | $178 | $312 | $ 700 |
... | ||||
Series II shares | $82 | $258 | $449 | $1,001 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares1: Inception (6/1/2010) | 20.37% | 6.35% | 8.75% |
... | |||
Series II shares: Inception (4/30/2003) | 20.01 | 6.07 | 8.53 |
... | |||
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) | 26.54 | 8.29 | 11.80 |
... | |||
Bloomberg Barclays U.S. Government/Credit Index (reflects no deductions for fees, expenses or taxes) | 9.71 | 3.23 | 3.96 |
... | |||
Lipper VUF Mixed-Asset Target Allocation Growth Funds Index | 20.66 | 6.87 | 8.22 |
... |
1 | Series I shares’ performance shown prior to the inception date is that of the predecessor fund’s Class II shares at net asset value and reflects the expenses applicable to the predecessor fund. The inception date of the predecessor fund’s Class II shares is April 30, 2003. |
Portfolio Managers | Title | Length of Service on the Fund |
Brian Jurkash | Portfolio Manager (co-lead) | 2015 |
... | ||
Matthew Titus | Portfolio Manager (co-lead) | 2016 |
... | ||
Chuck Burge | Portfolio Manager | 2010 |
... | ||
Sergio Marcheli | Portfolio Manager | 2010 (predecessor fund 2003) |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has |
on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no |
hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Brian Jurkash (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Matthew Titus (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2016. From 2004 to 2016, he was employed by American Century Investments, where he served as co-manager of the firm's relative value fund and most recently served as lead manager of such fund. |
■ | Chuck Burge, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2002. |
■ | Sergio Marcheli, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2010. Mr. Marcheli served as Portfolio Manager of the predecessor fund since 2003. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $16.12 | $0.36 | $ 2.82 | $ 3.18 | $(0.47) | $(1.31) | $(1.78) | $17.52 | 20.37% | $ 50,731 | 0.54% (d) | 0.55% (d) | 2.02% (d) | 150% |
Year ended 12/31/18 | 19.04 | 0.35 | (2.00) | (1.65) | (0.43) | (0.84) | (1.27) | 16.12 | (9.50) | 165,924 | 0.54 | 0.55 | 1.91 | 150 |
Year ended 12/31/17 | 17.76 | 0.35 (e) | 1.58 | 1.93 | (0.31) | (0.34) | (0.65) | 19.04 | 11.03 | 184,768 | 0.55 | 0.56 | 1.93 (e) | 119 |
Year ended 12/31/16 | 16.23 | 0.29 | 2.10 | 2.39 | (0.32) | (0.54) | (0.86) | 17.76 | 15.12 | 157,774 | 0.60 | 0.61 | 1.78 | 101 |
Year ended 12/31/15 | 18.93 | 0.28 | (0.78) | (0.50) | (0.49) | (1.71) | (2.20) | 16.23 | (2.29) | 96,287 | 0.64 | 0.65 | 1.55 | 87 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 16.04 | 0.31 | 2.80 | 3.11 | (0.42) | (1.31) | (1.73) | 17.42 | 20.01 | 1,235,269 | 0.79 (d) | 0.80 (d) | 1.77 (d) | 150 |
Year ended 12/31/18 | 18.95 | 0.31 | (2.00) | (1.69) | (0.38) | (0.84) | (1.22) | 16.04 | (9.73) | 1,041,911 | 0.79 | 0.80 | 1.66 | 150 |
Year ended 12/31/17 | 17.68 | 0.31 (e) | 1.57 | 1.88 | (0.27) | (0.34) | (0.61) | 18.95 | 10.78 | 1,385,490 | 0.80 | 0.81 | 1.68 (e) | 119 |
Year ended 12/31/16 | 16.16 | 0.25 | 2.09 | 2.34 | (0.28) | (0.54) | (0.82) | 17.68 | 14.84 | 1,314,323 | 0.85 | 0.86 | 1.53 | 101 |
Year ended 12/31/15 | 18.86 | 0.23 | (0.78) | (0.55) | (0.44) | (1.71) | (2.15) | 16.16 | (2.58) | 1,129,261 | 0.89 | 0.90 | 1.30 | 87 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $102,553 and $1,187,891 for Series I and Series II shares, respectively. |
(e) | Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the year ended December 31, 2017. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.30 and 1.64% and $0.26 and 1.39% for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | The Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.55% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% | 0.56% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.45% | 9.09% | 13.93% | 18.99% | 24.27% | 29.79% | 35.55% | 41.57% | 47.86% | 54.42% |
End of Year Balance | $10,445.00 | $10,908.76 | $11,393.11 | $11,898.96 | $12,427.27 | $12,979.05 | $13,555.32 | $14,157.17 | $14,785.75 | $15,442.24 |
Estimated Annual Expenses | $ 56.22 | $ 59.79 | $ 62.45 | $ 65.22 | $ 68.11 | $ 71.14 | $ 74.30 | $ 77.59 | $ 81.04 | $ 84.64 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.80% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% | 0.81% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.20% | 8.57% | 13.11% | 17.85% | 22.79% | 27.94% | 33.30% | 38.88% | 44.70% | 50.77% |
End of Year Balance | $10,420.00 | $10,856.60 | $11,311.49 | $11,785.44 | $12,279.25 | $12,793.75 | $13,329.81 | $13,888.33 | $14,470.25 | $15,076.55 |
Estimated Annual Expenses | $ 81.68 | $ 86.17 | $ 89.78 | $ 93.54 | $ 97.46 | $ 101.55 | $ 105.80 | $ 110.23 | $ 114.85 | $ 119.66 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Equity and Income Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VK-VIEQI-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||
Series I shares | Series II shares | |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None |
... | ||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
... |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||
Series I shares | Series II shares | |
Management Fees | 0.67% | 0.67% |
... | ||
Distribution and/or Service (12b-1) Fees | None | 0.25 |
... | ||
Other Expenses | 0.34 | 0.34 |
... | ||
Total Annual Fund Operating Expenses | 1.01 | 1.26 |
... |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $103 | $322 | $558 | $1,236 |
... | ||||
Series II shares | $128 | $400 | $692 | $1,523 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (1/2/1997) | 25.20% | 6.53% | 6.65% |
... | |||
Series II shares1: Inception (6/1/2010) | 24.82 | 6.24 | 6.38 |
... | |||
MSCI World IndexSM (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 27.67 | 8.74 | 9.47 |
... | |||
Lipper VUF Global Multi-Cap Value Funds Classification Average | 20.22 | 5.14 | 7.21 |
... |
1 | Series II shares’ performance shown prior to the inception date is that of the Class I shares of the predecessor fund, restated to reflect the higher 12b-1 fees applicable to Series II shares. Performance of the Class I shares of the predecessor fund reflects any applicable fee waivers or expense reimbursements. The inception date of the predecessor fund’s Class I shares is January 2, 1997. |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Esselink | Portfolio Manager | 2014 |
... | ||
Jeff Everett | Portfolio Manager | 2017 |
... | ||
Marty Steinik | Portfolio Manager | 2018 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their |
creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the |
value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Erik Esselink, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco Asset Management and/or its affiliates since 2007. |
■ | Jeff Everett, Portfolio Manager, who has been responsible for the Fund since 2017 and has been associated with Invesco and/or its affiliates since 2016. From 2012 to 2016, he was employed by Wells Capital Management, Inc., where he was managing partner and portfolio manager for the EverKey Global Equity team. |
■ | Marty Steinik, Portfolio Manager, who has been responsible for the Fund since 2018 and has been associated with Invesco and/or its affiliates since 2016. From 2005 to 2016, he was employed by Brown Capital Management where he served as a managing director/portfolio manager over international equities. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $ 8.99 | $0.15 | $ 2.03 | $ 2.18 | $(0.15) | $(0.74) | $(0.89) | $10.28 | 25.20% | $60,078 | 1.01% (d) | 1.01% (d) | 1.54% (d) | 24% |
Year ended 12/31/18 | 10.73 | 0.13 | (1.76) | (1.63) | (0.11) | — | (0.11) | 8.99 | (15.32) | 54,854 | 1.02 | 1.02 | 1.19 | 26 |
Year ended 12/31/17 | 8.83 | 0.09 | 1.93 | 2.02 | (0.12) | — | (0.12) | 10.73 | 22.90 | 73,716 | 1.04 | 1.04 | 0.95 | 69 |
Year ended 12/31/16 | 8.35 | 0.10 | 0.47 | 0.57 | (0.09) | — | (0.09) | 8.83 | 6.81 | 62,130 | 1.05 | 1.05 | 1.14 | 47 |
Year ended 12/31/15 | 8.94 | 0.09 | (0.23) | (0.14) | (0.13) | (0.32) | (0.45) | 8.35 | (1.42) | 65,167 | 1.06 | 1.06 | 0.98 | 75 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 8.99 | 0.13 | 2.02 | 2.15 | (0.12) | (0.74) | (0.86) | 10.28 | 24.82 | 10,561 | 1.26 (d) | 1.26 (d) | 1.29 (d) | 24 |
Year ended 12/31/18 | 10.73 | 0.10 | (1.75) | (1.65) | (0.09) | — | (0.09) | 8.99 | (15.54) | 9,616 | 1.27 | 1.27 | 0.94 | 26 |
Year ended 12/31/17 | 8.83 | 0.07 | 1.92 | 1.99 | (0.09) | — | (0.09) | 10.73 | 22.60 | 13,043 | 1.29 | 1.29 | 0.70 | 69 |
Year ended 12/31/16 | 8.35 | 0.07 | 0.47 | 0.54 | (0.06) | — | (0.06) | 8.83 | 6.50 | 12,302 | 1.30 | 1.30 | 0.89 | 47 |
Year ended 12/31/15 | 8.93 | 0.07 | (0.23) | (0.16) | (0.10) | (0.32) | (0.42) | 8.35 | (1.65) | 13,286 | 1.31 | 1.31 | 0.73 | 75 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $58,379 and $10,361 for Series I and Series II shares, respectively. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Global Core Equity Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIGCE-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $106 | $331 | $574 | $1,271 |
... | ||||
Series II shares | $131 | $409 | $708 | $1,556 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (3/31/1998) | 23.00% | 5.58% | 8.07% |
... | |||
Series II shares: Inception (4/30/2004) | 22.65 | 5.31 | 7.81 |
... | |||
MSCI World IndexSM (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 27.67 | 8.74 | 9.47 |
... | |||
Custom Invesco Global Real Estate Index (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 22.50 | 6.03 | 8.58 |
... | |||
Lipper VUF Real Estate Funds Classification Average | 27.14 | 6.51 | 11.27 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Joe Rodriguez, Jr. | Portfolio Manager (co-lead) | 2003 |
... | ||
James Cowen | Portfolio Manager (co-lead) | 2008 |
... | ||
Paul Curbo | Portfolio Manager (co-lead) | 2007 |
... | ||
Ping-Ying Wang | Portfolio Manager (co-lead) | 2006 |
... | ||
Mark Blackburn | Portfolio Manager | 2003 |
... | ||
Grant Jackson | Portfolio Manager | 2018 |
... | ||
Darin Turner | Portfolio Manager | 2010 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Joe Rodriguez, Jr. (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 1990. |
■ | James Cowen (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2008. Mr. Cowen previously managed the Fund from January 2006 to January 2007, and has been a member of Invesco's Real Estate Team since 2001. Mr. Cowen has been associated with Invesco Asset Management and/or its affiliates since 2001. |
■ | Paul Curbo (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2007 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Ping-Ying Wang (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2006 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Mark Blackburn, Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Grant Jackson, Portfolio Manager, who has been responsible for the Fund since 2018 and has been associated with Invesco and/or its affiliates since 2005. |
■ | Darin Turner, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2005. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $15.52 | $0.39 | $ 3.15 | $ 3.54 | $(0.82) | $(0.02) | $(0.84) | $18.22 | 23.00% | $150,255 | 1.04% (d) | 1.04% (d) | 2.22% (d) | 61% |
Year ended 12/31/18 | 17.38 | 0.40 | (1.41) | (1.01) | (0.65) | (0.20) | (0.85) | 15.52 | (6.10) | 124,816 | 1.01 | 1.01 | 2.38 | 57 |
Year ended 12/31/17 | 16.15 | 0.45 (e) | 1.62 | 2.07 | (0.56) | (0.28) | (0.84) | 17.38 | 12.98 | 158,229 | 1.02 | 1.02 | 2.63 (e) | 50 |
Year ended 12/31/16 | 16.36 | 0.30 | 0.08 | 0.38 | (0.27) | (0.32) | (0.59) | 16.15 | 2.04 | 147,382 | 1.05 | 1.05 | 1.81 | 66 |
Year ended 12/31/15 | 17.24 | 0.31 | (0.59) | (0.28) | (0.60) | — | (0.60) | 16.36 | (1.48) | 208,796 | 1.11 | 1.11 | 1.79 | 72 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 15.03 | 0.34 | 3.04 | 3.38 | (0.61) | (0.02) | (0.63) | 17.78 | 22.65 | 45,233 | 1.29 (d) | 1.29 (d) | 1.97 (d) | 61 |
Year ended 12/31/18 | 16.86 | 0.34 | (1.35) | (1.01) | (0.62) | (0.20) | (0.82) | 15.03 | (6.33) | 26,799 | 1.26 | 1.26 | 2.13 | 57 |
Year ended 12/31/17 | 15.69 | 0.39 (e) | 1.58 | 1.97 | (0.52) | (0.28) | (0.80) | 16.86 | 12.73 | 260,083 | 1.27 | 1.27 | 2.38 (e) | 50 |
Year ended 12/31/16 | 15.91 | 0.25 | 0.08 | 0.33 | (0.23) | (0.32) | (0.55) | 15.69 | 1.82 | 216,893 | 1.30 | 1.30 | 1.56 | 66 |
Year ended 12/31/15 | 16.79 | 0.26 | (0.58) | (0.32) | (0.56) | — | (0.56) | 15.91 | (1.74) | 208,000 | 1.36 | 1.36 | 1.54 | 72 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $143,853 and $41,695 for Series I and Series II shares, respectively. |
(e) | Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the period. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.38 and 2.18%, $0.32 and 1.93% for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.04% | 1.04% | 1.04% | 1.04% | 1.04% | 1.04% | 1.04% | 1.04% | 1.04% | 1.04% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.96% | 8.08% | 12.36% | 16.81% | 21.43% | 26.24% | 31.24% | 36.44% | 41.84% | 47.46% |
End of Year Balance | $10,396.00 | $10,807.68 | $11,235.67 | $11,680.60 | $12,143.15 | $12,624.02 | $13,123.93 | $13,643.64 | $14,183.93 | $14,745.61 |
Estimated Annual Expenses | $ 106.06 | $ 110.26 | $ 114.63 | $ 119.16 | $ 123.88 | $ 128.79 | $ 133.89 | $ 139.19 | $ 144.70 | $ 150.43 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.29% | 1.29% | 1.29% | 1.29% | 1.29% | 1.29% | 1.29% | 1.29% | 1.29% | 1.29% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.71% | 7.56% | 11.55% | 15.69% | 19.98% | 24.43% | 29.05% | 33.83% | 38.80% | 43.95% |
End of Year Balance | $10,371.00 | $10,755.76 | $11,154.80 | $11,568.65 | $11,997.84 | $12,442.96 | $12,904.60 | $13,383.36 | $13,879.88 | $14,394.82 |
Estimated Annual Expenses | $ 131.39 | $ 136.27 | $ 141.32 | $ 146.57 | $ 152.00 | $ 157.64 | $ 163.49 | $ 169.56 | $ 175.85 | $ 182.37 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Global Real Estate Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIGRE-PRO-1 |
Prospectus | April 30, 2020 |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $37 | $116 | $202 | $456 |
... | ||||
Series II shares | $62 | $195 | $340 | $762 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/5/1993) | 1.90% | 0.82% | 0.44% |
... | |||
Series II shares: Inception (12/16/2001) | 1.64 | 0.66 | 0.36 |
... |
■ | The Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of the Fund. |
■ | The Fund's portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, the Fund is not subject to price arbitrage opportunities. |
■ | Because the Fund seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Fund upon redemption than other mutual funds. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (realized) |
Total
from
investment operations |
Dividends
from net investment income |
Net
asset
value, end of period |
Total
return(b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
|
Series I | |||||||||||
Year ended 12/31/19 | $1.00 | $0.02 | $ 0.00 | $0.02 | $(0.02) | $1.00 | 1.90% | $598,670 | 0.36% (c) | 0.36% (c) | 1.90% (c) |
Year ended 12/31/18 | 1.00 | 0.02 | (0.00) | 0.02 | (0.02) | 1.00 | 1.55 | 900,901 | 0.36 | 0.36 | 1.55 |
Year ended 12/31/17 | 1.00 | 0.01 | (0.00) | 0.01 | (0.01) | 1.00 | 0.56 | 656,368 | 0.40 | 0.40 | 0.56 |
Year ended 12/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.10 | 636,532 | 0.35 | 0.38 | 0.10 |
Year ended 12/31/15 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.01 | 737,858 | 0.21 | 0.51 | 0.01 |
... | |||||||||||
Series II | |||||||||||
Year ended 12/31/19 | 1.00 | 0.02 | 0.00 | 0.02 | (0.02) | 1.00 | 1.64 | 71,978 | 0.61 (c) | 0.61 (c) | 1.65 (c) |
Year ended 12/31/18 | 1.00 | 0.01 | (0.00) | 0.01 | (0.01) | 1.00 | 1.30 | 96,339 | 0.61 | 0.61 | 1.30 |
Year ended 12/31/17 | 1.00 | 0.00 | (0.00) | 0.00 | (0.00) | 1.00 | 0.31 | 85,541 | 0.65 | 0.65 | 0.31 |
Year ended 12/31/16 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.03 | 97,362 | 0.43 | 0.63 | 0.02 |
Year ended 12/31/15 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.01 | 23,940 | 0.21 | 0.76 | 0.01 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $664,417 and $79,722 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.64% | 9.50% | 14.58% | 19.89% | 25.46% | 31.28% | 37.37% | 43.74% | 50.41% | 57.39% |
End of Year Balance | $10,464.00 | $10,949.53 | $11,457.59 | $11,989.22 | $12,545.52 | $13,127.63 | $13,736.75 | $14,374.14 | $15,041.10 | $15,739.01 |
Estimated Annual Expenses | $ 36.84 | $ 38.54 | $ 40.33 | $ 42.20 | $ 44.16 | $ 46.21 | $ 48.36 | $ 50.60 | $ 52.95 | $ 55.40 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.61% | 0.61% | 0.61% | 0.61% | 0.61% | 0.61% | 0.61% | 0.61% | 0.61% | 0.61% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.39% | 8.97% | 13.76% | 18.75% | 23.96% | 29.41% | 35.09% | 41.02% | 47.21% | 53.67% |
End of Year Balance | $10,439.00 | $10,897.27 | $11,375.66 | $11,875.05 | $12,396.37 | $12,940.57 | $13,508.66 | $14,101.69 | $14,720.75 | $15,367.00 |
Estimated Annual Expenses | $ 62.34 | $ 65.08 | $ 67.93 | $ 70.91 | $ 74.03 | $ 77.28 | $ 80.67 | $ 84.21 | $ 87.91 | $ 91.77 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Government Money Market Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIGMKT-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $69 | $218 | $379 | $ 847 |
... | ||||
Series II shares | $95 | $296 | $515 | $1,143 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/5/1993) | 6.07% | 2.01% | 2.70% |
... | |||
Series II shares: Inception (9/19/2001) | 5.75 | 1.74 | 2.44 |
... | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) | 8.72 | 3.05 | 3.75 |
... | |||
Bloomberg Barclays Intermediate U.S. Government Index (reflects no deductions for fees, expenses or taxes) | 5.20 | 1.99 | 2.38 |
... | |||
Lipper VUF Intermediate U.S. Government Funds Classification Average | 5.76 | 1.94 | 2.61 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Clint Dudley | Portfolio Manager | 2009 |
... | ||
Noelle Corum | Portfolio Manager | 2019 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively |
impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or |
market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Clint Dudley, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Noelle Corum, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2010. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||
Year ended 12/31/19 | $11.22 | $0.25 | $ 0.43 | $0.68 | $(0.29) | $11.61 | 6.07% | $251,440 | 0.68% (d) | 0.68% (d) | 2.18% (d) | 35% |
Year ended 12/31/18 | 11.41 | 0.25 | (0.19) | 0.06 | (0.25) | 11.22 | 0.56 | 279,476 | 0.69 | 0.69 | 2.25 | 25 |
Year ended 12/31/17 | 11.44 | 0.22 | (0.01) | 0.21 | (0.24) | 11.41 | 1.87 | 318,298 | 0.70 | 0.70 | 1.97 | 35 |
Year ended 12/31/16 | 11.52 | 0.23 | (0.07) | 0.16 | (0.24) | 11.44 | 1.32 | 353,614 | 0.73 | 0.73 | 1.93 | 31 |
Year ended 12/31/15 | 11.74 | 0.17 | (0.13) | 0.04 | (0.26) | 11.52 | 0.34 | 393,090 | 0.77 | 0.77 | 1.44 | 59 |
... | ||||||||||||
Series II | ||||||||||||
Year ended 12/31/19 | 11.12 | 0.22 | 0.42 | 0.64 | (0.26) | 11.50 | 5.75 | 174,828 | 0.93 (d) | 0.93 (d) | 1.93 (d) | 35 |
Year ended 12/31/18 | 11.31 | 0.22 | (0.19) | 0.03 | (0.22) | 11.12 | 0.29 | 191,725 | 0.94 | 0.94 | 2.00 | 25 |
Year ended 12/31/17 | 11.33 | 0.19 | (0.00) | 0.19 | (0.21) | 11.31 | 1.72 | 207,086 | 0.95 | 0.95 | 1.72 | 35 |
Year ended 12/31/16 | 11.42 | 0.20 | (0.08) | 0.12 | (0.21) | 11.33 | 1.00 | 205,010 | 0.98 | 0.98 | 1.68 | 31 |
Year ended 12/31/15 | 11.64 | 0.14 | (0.13) | 0.01 | (0.23) | 11.42 | 0.06 | 195,392 | 1.02 | 1.02 | 1.19 | 59 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $268,124 and $186,434 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.68% | 0.68% | 0.68% | 0.68% | 0.68% | 0.68% | 0.68% | 0.68% | 0.68% | 0.68% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.32% | 8.83% | 13.53% | 18.43% | 23.55% | 28.89% | 34.45% | 40.26% | 46.32% | 52.64% |
End of Year Balance | $10,432.00 | $10,882.66 | $11,352.79 | $11,843.23 | $12,354.86 | $12,888.59 | $13,445.38 | $14,026.22 | $14,632.15 | $15,264.26 |
Estimated Annual Expenses | $ 69.47 | $ 72.47 | $ 75.60 | $ 78.87 | $ 82.27 | $ 85.83 | $ 89.54 | $ 93.40 | $ 97.44 | $ 101.65 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.93% | 0.93% | 0.93% | 0.93% | 0.93% | 0.93% | 0.93% | 0.93% | 0.93% | 0.93% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.07% | 8.31% | 12.71% | 17.30% | 22.08% | 27.04% | 32.21% | 37.60% | 43.20% | 49.02% |
End of Year Balance | $10,407.00 | $10,830.56 | $11,271.37 | $11,730.11 | $12,207.53 | $12,704.38 | $13,221.44 | $13,759.56 | $14,319.57 | $14,902.38 |
Estimated Annual Expenses | $ 94.89 | $ 98.75 | $ 102.77 | $ 106.96 | $ 111.31 | $ 115.84 | $ 120.56 | $ 125.46 | $ 130.57 | $ 135.88 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Government Securities Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIGOV-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2021. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 76 | $239 | $416 | $ 929 |
... | ||||
Series II shares | $101 | $317 | $551 | $1,224 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (12/23/1996) | 25.19% | 7.54% | 10.39% |
... | |||
Series II shares: Inception (9/18/2000) | 24.85 | 7.27 | 10.11 |
... | |||
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) | 26.54 | 8.29 | 11.80 |
... | |||
Lipper VUF Large-Cap Value Funds Index | 26.71 | 7.88 | 10.87 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Brian Jurkash | Portfolio Manager (co-lead) | 2015 |
... | ||
Matthew Titus | Portfolio Manager (co-lead) | 2016 |
... | ||
Sergio Marcheli | Portfolio Manager | 2010 (predecessor fund 2003) |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house |
(which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Brian Jurkash (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Matthew Titus (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2016. From 2004 to 2016, he was employed by American Century Investments, where he served as co-manager of the firm's relative value fund and most recently served as lead manager of such fund. |
■ | Sergio Marcheli, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2010. Mr. Marcheli served as Portfolio Manager of the predecessor fund since 2003. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $17.51 | $0.37 | $ 3.84 | $ 4.21 | $(0.38) | $(2.25) | $(2.63) | $19.09 | 25.19% | $ 187,097 | 0.73% (d) | 0.74% (d) | 1.91% (d) | 62% |
Year ended 12/31/18 | 22.70 | 0.36 | (2.95) | (2.59) | (0.47) | (2.13) | (2.60) | 17.51 | (13.38) | 166,306 | 0.75 | 0.75 | 1.63 | 32 |
Year ended 12/31/17 | 21.05 | 0.41 (e) | 2.52 | 2.93 | (0.34) | (0.94) | (1.28) | 22.70 | 14.32 | 187,254 | 0.76 | 0.76 | 1.90 (e) | 17 |
Year ended 12/31/16 | 19.60 | 0.33 | 3.29 | 3.62 | (0.23) | (1.94) | (2.17) | 21.05 | 19.69 | 168,082 | 0.77 | 0.79 | 1.69 | 28 |
Year ended 12/31/15 | 25.15 | 0.33 | (1.30) | (0.97) | (0.74) | (3.84) | (4.58) | 19.60 | (3.06) | 149,066 | 0.78 | 0.84 | 1.41 | 22 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 17.48 | 0.32 | 3.83 | 4.15 | (0.32) | (2.25) | (2.57) | 19.06 | 24.85 | 1,513,105 | 0.98 (d) | 0.99 (d) | 1.66 (d) | 62 |
Year ended 12/31/18 | 22.66 | 0.30 | (2.95) | (2.65) | (0.40) | (2.13) | (2.53) | 17.48 | (13.59) | 1,085,260 | 1.00 | 1.00 | 1.38 | 32 |
Year ended 12/31/17 | 21.02 | 0.36 (e) | 2.51 | 2.87 | (0.29) | (0.94) | (1.23) | 22.66 | 14.04 | 1,823,085 | 1.01 | 1.01 | 1.65 (e) | 17 |
Year ended 12/31/16 | 19.58 | 0.28 | 3.28 | 3.56 | (0.18) | (1.94) | (2.12) | 21.02 | 19.37 | 1,838,074 | 1.02 | 1.04 | 1.44 | 28 |
Year ended 12/31/15 | 25.09 | 0.27 | (1.29) | (1.02) | (0.65) | (3.84) | (4.49) | 19.58 | (3.26) | 1,435,111 | 1.03 | 1.09 | 1.16 | 22 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $182,503 and $1,354,720 for Series I and Series II shares, respectively. |
(e) | Net investment income per share and the ratio of net investment income to average net assets include significant dividends received during the period. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.30 and 1.42%, and $0.25 and 1.17%, for Series I and Series II, respectively. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Growth and Income Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VK-VIGRI-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 99 | $309 | $536 | $1,190 |
... | ||||
Series II shares | $124 | $387 | $670 | $1,477 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/21/1997) | 32.50% | 7.18% | 12.15% |
... | |||
Series II shares: Inception (4/30/2004) | 32.18 | 6.91 | 11.87 |
... | |||
MSCI World IndexSM (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 27.67 | 8.74 | 9.47 |
... | |||
MSCI World Health Care Index (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 23.24 | 8.50 | 12.29 |
... | |||
Lipper VUF Health/Biotechnology Funds Classification Average | 27.16 | 9.18 | 15.49 |
... |
Portfolio Manager | Title | Length of Service on the Fund |
Henry Wu | Portfolio Manager | 2017 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used |
as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. | |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Henry Wu, Portfolio Manager, who has been responsible for the Fund since 2017 and has been associated with Invesco and/or its affiliates since 2014 (and was previously associated with Invesco and/or its affiliates from 2006 to 2010). |
Net
asset
value, beginning of period |
Net
investment income (loss)(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $23.41 | $ 0.08 | $ 7.40 | $ 7.48 | $(0.01) | $(0.65) | $(0.66) | $30.23 | 32.50% | $149,954 | 0.97% (d) | 0.97% (d) | 0.32% (d) | 8% |
Year ended 12/31/18 | 26.44 | 0.03 (e) | 0.59 | 0.62 | — | (3.65) | (3.65) | 23.41 | 0.90 | 129,377 | 1.00 | 1.00 | 0.10 (e) | 35 |
Year ended 12/31/17 | 24.11 | (0.02) | 3.86 | 3.84 | (0.10) | (1.41) | (1.51) | 26.44 | 15.83 | 144,038 | 1.01 | 1.01 | (0.08) | 37 |
Year ended 12/31/16 | 31.75 | 0.09 | (3.36) | (3.27) | — | (4.37) | (4.37) | 24.11 | (11.46) | 145,408 | 1.04 | 1.04 | 0.31 | 23 |
Year ended 12/31/15 | 33.78 | 0.00 | 1.08 | 1.08 | — | (3.11) | (3.11) | 31.75 | 3.16 | 209,511 | 1.06 | 1.07 | 0.01 | 42 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 22.14 | 0.02 | 6.98 | 7.00 | — | (0.65) | (0.65) | 28.49 | 32.18 | 70,763 | 1.22 (d) | 1.22 (d) | 0.07 (d) | 8 |
Year ended 12/31/18 | 25.25 | (0.04) (e) | 0.58 | 0.54 | — | (3.65) | (3.65) | 22.14 | 0.62 | 60,306 | 1.25 | 1.25 | (0.15) (e) | 35 |
Year ended 12/31/17 | 23.07 | (0.08) | 3.69 | 3.61 | (0.02) | (1.41) | (1.43) | 25.25 | 15.55 | 67,240 | 1.26 | 1.26 | (0.33) | 37 |
Year ended 12/31/16 | 30.65 | 0.02 | (3.23) | (3.21) | — | (4.37) | (4.37) | 23.07 | (11.69) | 69,190 | 1.29 | 1.29 | 0.06 | 23 |
Year ended 12/31/15 | 32.80 | (0.08) | 1.04 | 0.96 | — | (3.11) | (3.11) | 30.65 | 2.89 | 103,464 | 1.31 | 1.32 | (0.24) | 42 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $136,234 and $64,535 for Series I and Series II shares, respectively. |
(e) | Net investment income per share and the ratio of net investment income to average net assets include significant dividends received during the year ended December 31, 2018. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.00 and (0.03)%, $(0.07) and (0.28)%, for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.03% | 8.22% | 12.58% | 17.12% | 21.84% | 26.75% | 31.86% | 37.17% | 42.70% | 48.45% |
End of Year Balance | $10,403.00 | $10,822.24 | $11,258.38 | $11,712.09 | $12,184.09 | $12,675.11 | $13,185.91 | $13,717.30 | $14,270.11 | $14,845.20 |
Estimated Annual Expenses | $ 98.95 | $ 102.94 | $ 107.09 | $ 111.41 | $ 115.90 | $ 120.57 | $ 125.43 | $ 130.48 | $ 135.74 | $ 141.21 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.78% | 7.70% | 11.77% | 16.00% | 20.38% | 24.93% | 29.66% | 34.56% | 39.64% | 44.92% |
End of Year Balance | $10,378.00 | $10,770.29 | $11,177.41 | $11,599.91 | $12,038.39 | $12,493.44 | $12,965.69 | $13,455.79 | $13,964.42 | $14,492.28 |
Estimated Annual Expenses | $ 124.31 | $ 129.00 | $ 133.88 | $ 138.94 | $ 144.19 | $ 149.64 | $ 155.30 | $ 161.17 | $ 167.26 | $ 173.59 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Health Care Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | I-VIGHC-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2021. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 90 | $283 | $492 | $1,095 |
... | ||||
Series II shares | $115 | $361 | $627 | $1,385 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/1/1998) | 13.51% | 4.66% | 6.27% |
... | |||
Series II shares: Inception (3/26/2002) | 13.16 | 4.39 | 6.03 |
... | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) | 8.72 | 3.05 | 3.75 |
... | |||
Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Cap Index (reflects no deductions for fees, expenses or taxes). | 14.32 | 6.14 | 7.55 |
... | |||
Lipper VUF High Yield Bond Funds Classification Average | 13.01 | 5.13 | 6.74 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Andrew Geryol | Portfolio Manager | 2016 |
... | ||
Joseph Portera | Portfolio Manager | 2016 |
... | ||
Scott Roberts | Portfolio Manager | 2010 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value |
in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. | |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Andrew Geryol, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2011. |
■ | Joseph Portera, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2012. |
■ | Scott Roberts, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||
Year ended 12/31/19 | $5.06 | $0.29 | $ 0.39 | $ 0.68 | $(0.33) | $5.41 | 13.51% | $ 50,190 | 0.88% (d) | 0.89% (d) | 5.45% (d) | 54% |
Year ended 12/31/18 | 5.51 | 0.26 | (0.43) | (0.17) | (0.28) | 5.06 | (3.35) | 55,703 | 1.17 | 1.17 | 4.84 | 66 |
Year ended 12/31/17 | 5.40 | 0.26 | 0.08 | 0.34 | (0.23) | 5.51 | 6.30 | 80,372 | 0.99 | 1.00 | 4.73 | 73 |
Year ended 12/31/16 | 5.06 | 0.28 | 0.28 | 0.56 | (0.22) | 5.40 | 11.21 | 94,653 | 0.96 | 0.96 | 5.25 | 99 |
Year ended 12/31/15 | 5.53 | 0.29 | (0.46) | (0.17) | (0.30) | 5.06 | (3.17) | 73,594 | 1.03 | 1.03 | 5.23 | 99 |
... | ||||||||||||
Series II | ||||||||||||
Year ended 12/31/19 | 5.02 | 0.28 | 0.37 | 0.65 | (0.31) | 5.36 | 13.16 | 104,929 | 1.13 (d) | 1.14 (d) | 5.20 (d) | 54 |
Year ended 12/31/18 | 5.46 | 0.25 | (0.42) | (0.17) | (0.27) | 5.02 | (3.43) | 86,236 | 1.42 | 1.42 | 4.59 | 66 |
Year ended 12/31/17 | 5.36 | 0.25 | 0.07 | 0.32 | (0.22) | 5.46 | 5.93 | 91,802 | 1.24 | 1.25 | 4.48 | 73 |
Year ended 12/31/16 | 5.03 | 0.26 | 0.28 | 0.54 | (0.21) | 5.36 | 10.83 | 82,971 | 1.21 | 1.21 | 5.00 | 99 |
Year ended 12/31/15 | 5.50 | 0.27 | (0.45) | (0.18) | (0.29) | 5.03 | (3.37) | 70,840 | 1.28 | 1.28 | 4.98 | 99 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $53,875 and $97,790 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | The Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.88% | 0.89% | 0.89% | 0.89% | 0.89% | 0.89% | 0.89% | 0.89% | 0.89% | 0.89% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.12% | 8.40% | 12.85% | 17.49% | 22.32% | 27.35% | 32.58% | 38.03% | 43.71% | 49.61% |
End of Year Balance | $10,412.00 | $10,839.93 | $11,285.45 | $11,749.29 | $12,232.18 | $12,734.93 | $13,258.33 | $13,803.25 | $14,370.56 | $14,961.19 |
Estimated Annual Expenses | $ 89.81 | $ 94.57 | $ 98.46 | $ 102.50 | $ 106.72 | $ 111.10 | $ 115.67 | $ 120.42 | $ 125.37 | $ 130.53 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.13% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% | 1.14% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.87% | 7.88% | 12.04% | 16.37% | 20.86% | 25.53% | 30.37% | 35.40% | 40.63% | 46.06% |
End of Year Balance | $10,387.00 | $10,787.94 | $11,204.35 | $11,636.84 | $12,086.02 | $12,552.54 | $13,037.07 | $13,540.30 | $14,062.96 | $14,605.79 |
Estimated Annual Expenses | $ 115.19 | $ 120.70 | $ 125.36 | $ 130.19 | $ 135.22 | $ 140.44 | $ 145.86 | $ 151.49 | $ 157.34 | $ 163.41 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. High Yield Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIHYI-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 92 | $287 | $498 | $1,108 |
... | ||||
Series II shares | $117 | $365 | $633 | $1,398 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/5/1993) | 28.57% | 5.50% | 6.62% |
... | |||
Series II shares: Inception (9/19/2001) | 28.24 | 5.23 | 6.35 |
... | |||
MSCI All Country World ex-USA Index (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 21.51 | 5.51 | 4.97 |
... | |||
Custom Invesco International Growth Index (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 27.34 | 7.30 | 6.45 |
... | |||
Lipper VUF International Large-Cap Growth Funds Index | 28.04 | 6.16 | 6.62 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Clas Olsson | Portfolio Manager | 1997 |
... | ||
Brent Bates | Portfolio Manager | 2013 |
... | ||
Matthew Dennis | Portfolio Manager | 2003 |
... | ||
Mark Jason | Portfolio Manager | 2011 |
... | ||
Richard Nield | Portfolio Manager | 2013 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the |
derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. | |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Clas Olsson, Portfolio Manager, who has been responsible for the Fund since 1997 and has been associated with Invesco and/or its affiliates since 1994. |
■ | Brent Bates, Portfolio Manager, who has been responsible for the Fund since 2013 and has been associated with Invesco and/or its affiliates since 1996. |
■ | Matthew Dennis, Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Mark Jason, Portfolio Manager, who has been responsible for the Fund since 2011 and has been associated with Invesco and/or its affiliates since 2001. |
■ | Richard Nield, Portfolio Manager, who has been responsible for the Fund since 2013 and has been associated with Invesco and/or its affiliates since 2000. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $32.98 | $0.58 | $ 8.60 | $ 9.18 | $(0.62) | $(2.49) | $(3.11) | $39.05 | 28.54% | $ 466,401 | 0.89% (d) | 0.89% (d) | 1.54% (d) | 31% |
Year ended 12/31/18 | 39.89 | 0.66 | (6.51) | (5.85) | (0.79) | (0.27) | (1.06) | 32.98 | (14.97) | 414,774 | 0.92 | 0.93 | 1.74 | 35 |
Year ended 12/31/17 | 32.89 | 0.49 | 7.06 | 7.55 | (0.55) | — | (0.55) | 39.89 | 23.00 | 627,894 | 0.92 | 0.93 | 1.34 | 34 |
Year ended 12/31/16 | 33.49 | 0.50 | (0.63) | (0.13) | (0.47) | — | (0.47) | 32.89 | (0.45) | 540,460 | 0.95 | 0.96 | 1.51 | 18 |
Year ended 12/31/15 | 34.87 | 0.48 | (1.33) | (0.85) | (0.53) | — | (0.53) | 33.49 | (2.34) | 601,760 | 1.00 | 1.01 | 1.35 | 22 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 32.52 | 0.48 | 8.47 | 8.95 | (0.50) | (2.49) | (2.99) | 38.48 | 28.20 | 1,005,632 | 1.14 (d) | 1.14 (d) | 1.29 (d) | 31 |
Year ended 12/31/18 | 39.33 | 0.56 | (6.42) | (5.86) | (0.68) | (0.27) | (0.95) | 32.52 | (15.18) | 862,729 | 1.17 | 1.18 | 1.49 | 35 |
Year ended 12/31/17 | 32.44 | 0.40 | 6.96 | 7.36 | (0.47) | — | (0.47) | 39.33 | 22.73 | 1,448,723 | 1.17 | 1.18 | 1.09 | 34 |
Year ended 12/31/16 | 33.04 | 0.41 | (0.62) | (0.21) | (0.39) | — | (0.39) | 32.44 | (0.70) | 1,167,820 | 1.20 | 1.21 | 1.26 | 18 |
Year ended 12/31/15 | 34.42 | 0.38 | (1.31) | (0.93) | (0.45) | — | (0.45) | 33.04 | (2.61) | 1,169,823 | 1.25 | 1.26 | 1.10 | 22 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $453,636 and $970,851 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.10% | 8.37% | 12.81% | 17.44% | 22.25% | 27.26% | 32.48% | 37.91% | 43.57% | 49.45% |
End of Year Balance | $10,410.00 | $10,836.81 | $11,281.12 | $11,743.65 | $12,225.13 | $12,726.37 | $13,248.15 | $13,791.32 | $14,356.76 | $14,945.39 |
Estimated Annual Expenses | $ 91.85 | $ 95.61 | $ 99.53 | $ 103.61 | $ 107.86 | $ 112.28 | $ 116.89 | $ 121.68 | $ 126.67 | $ 131.86 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.15% | 1.15% | 1.15% | 1.15% | 1.15% | 1.15% | 1.15% | 1.15% | 1.15% | 1.15% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.85% | 7.85% | 12.00% | 16.31% | 20.79% | 25.44% | 30.27% | 35.29% | 40.49% | 45.90% |
End of Year Balance | $10,385.00 | $10,784.82 | $11,200.04 | $11,631.24 | $12,079.04 | $12,544.09 | $13,027.03 | $13,528.57 | $14,049.42 | $14,590.33 |
Estimated Annual Expenses | $ 117.21 | $ 121.73 | $ 126.41 | $ 131.28 | $ 136.33 | $ 141.58 | $ 147.03 | $ 152.69 | $ 158.57 | $ 164.68 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. International Growth Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIIGR-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2021. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $110 | $346 | $600 | $1,328 |
... | ||||
Series II shares | $135 | $424 | $733 | $1,612 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (12/30/1994) | 18.58% | 4.78% | 8.02% |
... | |||
Series II shares: Inception (4/30/2004) | 18.30 | 4.51 | 7.74 |
... | |||
Russell 1000® Value Index (reflects no deductions for fees, expenses or taxes) | 26.54 | 8.29 | 11.80 |
... | |||
Bloomberg Barclays U.S. Government/Credit Index (reflects no deductions for fees, expenses or taxes) | 9.71 | 3.23 | 3.96 |
... | |||
Lipper VUF Mixed-Asset Target Allocation Growth Funds Index | 20.66 | 6.87 | 8.22 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Brian Jurkash | Portfolio Manager (co-lead) | 2015 |
... | ||
Matthew Titus | Portfolio Manager (co-lead) | 2016 |
... | ||
Jacob Borbidge | Portfolio Manager | 2018 |
... | ||
Chuck Burge | Portfolio Manager | 2014 |
... | ||
Sergio Marcheli | Portfolio Manager | 2014 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative |
positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. | |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Brian Jurkash (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Matthew Titus (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2016. From 2004 to 2016, he was employed by American Century Investments, where he served as co-manager of the firm's relative value fund and most recently served as lead manager of such fund. |
■ | Jacob Borbidge, Portfolio Manager, who has been responsible for the Fund since 2018 and has been associated with Invesco and/or its affiliates since 2004. |
■ | Chuck Burge, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2002. |
■ | Sergio Marcheli, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2010. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $11.04 | $0.19 | $ 1.82 | $ 2.01 | $(0.17) | $(0.47) | $(0.64) | $12.41 | 18.58% | $35,409 | 1.07% (d) | 1.08% (d) | 1.55% (d) | 109% |
Year ended 12/31/18 | 13.06 | 0.16 | (1.51) | (1.35) | (0.22) | (0.45) | (0.67) | 11.04 | (11.00) | 34,420 | 1.23 | 1.24 | 1.24 | 111 |
Year ended 12/31/17 | 11.97 | 0.18 (e) | 1.08 | 1.26 | (0.17) | — | (0.17) | 13.06 | 10.56 | 44,104 | 1.13 | 1.13 | 1.42 (e) | 91 |
Year ended 12/31/16 | 11.38 | 0.14 | 1.03 | 1.17 | (0.22) | (0.36) | (0.58) | 11.97 | 10.61 | 50,183 | 1.15 | 1.16 | 1.26 | 92 |
Year ended 12/31/15 | 19.02 | 0.18 | (0.74) | (0.56) | (0.27) | (6.81) | (7.08) | 11.38 | (2.15) | 52,360 | 1.08 | 1.10 | 1.07 | 117 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 10.91 | 0.15 | 1.81 | 1.96 | (0.14) | (0.47) | (0.61) | 12.26 | 18.30 | 1,317 | 1.32 (d) | 1.33 (d) | 1.30 (d) | 109 |
Year ended 12/31/18 | 12.92 | 0.12 | (1.49) | (1.37) | (0.19) | (0.45) | (0.64) | 10.91 | (11.28) | 1,214 | 1.48 | 1.49 | 0.99 | 111 |
Year ended 12/31/17 | 11.84 | 0.15 (e) | 1.07 | 1.22 | (0.14) | — | (0.14) | 12.92 | 10.33 | 1,446 | 1.38 | 1.38 | 1.17 (e) | 91 |
Year ended 12/31/16 | 11.26 | 0.11 | 1.02 | 1.13 | (0.19) | (0.36) | (0.55) | 11.84 | 10.31 | 1,462 | 1.40 | 1.41 | 1.01 | 92 |
Year ended 12/31/15 | 18.88 | 0.13 | (0.72) | (0.59) | (0.22) | (6.81) | (7.03) | 11.26 | (2.37) | 1,500 | 1.33 | 1.35 | 0.82 | 117 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $35,853 and $1,288 for Series I and Series II shares, respectively. |
(e) | Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the year ended December 31, 2017. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $0.14 and 1.11% and $0.11 and 0.86% for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | The Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.08% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% | 1.09% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.92% | 7.98% | 12.21% | 16.59% | 21.15% | 25.89% | 30.81% | 35.93% | 41.24% | 46.76% |
End of Year Balance | $10,392.00 | $10,798.33 | $11,220.54 | $11,659.26 | $12,115.14 | $12,588.84 | $13,081.07 | $13,592.54 | $14,124.01 | $14,676.25 |
Estimated Annual Expenses | $ 110.12 | $ 115.49 | $ 120.00 | $ 124.69 | $ 129.57 | $ 134.64 | $ 139.90 | $ 145.37 | $ 151.06 | $ 156.96 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.33% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% | 1.34% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.67% | 7.46% | 11.40% | 15.47% | 19.70% | 24.08% | 28.62% | 33.33% | 38.21% | 43.27% |
End of Year Balance | $10,367.00 | $10,746.43 | $11,139.75 | $11,547.47 | $11,970.10 | $12,408.21 | $12,862.35 | $13,333.11 | $13,821.10 | $14,326.96 |
Estimated Annual Expenses | $ 135.44 | $ 141.46 | $ 146.64 | $ 152.00 | $ 157.57 | $ 163.33 | $ 169.31 | $ 175.51 | $ 181.93 | $ 188.59 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Managed Volatility Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | I-VIMGV-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2021. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 97 | $305 | $530 | $1,177 |
... | ||||
Series II shares | $122 | $383 | $664 | $1,465 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (9/10/2001) | 25.28% | 6.80% | 8.28% |
... | |||
Series II shares: Inception (9/10/2001) | 25.04 | 6.54 | 8.01 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Russell Midcap® Index (reflects no deductions for fees, expenses or taxes) | 30.54 | 9.33 | 13.19 |
... | |||
Lipper VUF Mid-Cap Core Funds Index | 26.84 | 7.83 | 11.61 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Raymond Anello | Portfolio Manager (co-lead) | 2019 |
... | ||
Belinda Cavazos | Portfolio Manager (co-lead) | 2020 |
... | ||
Joy Budzinski | Portfolio Manager | 2019 |
... | ||
Magnus Krantz | Portfolio Manager | 2019 |
... | ||
Kristin Ketner Pak | Portfolio Manager | 2019 |
... | ||
Raman Vardharaj | Portfolio Manager | 2019 |
... | ||
Adam Weiner | Portfolio Manager | 2019 |
... | ||
Matthew P. Ziehl | Portfolio Manager | 2019 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Raymond Anello (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. From 2009 to 2019, Mr. Anello was associated with OppenheimerFunds, a global asset management firm. |
■ | Belinda Cavazos (co-lead manager), Portfolio Manager, who has been responsible for the Fund since 2020 and has been associated with Invesco and/or its affiliates since 2020. Prior to joining Invesco, Ms. Cavazos was employed by Boston Trust Walden from 2013 to 2020, where she served as a Managing Director and Portfolio Manager. |
■ | 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. From 2009 to 2019, Ms. Budzinski was associated with OppenheimerFunds, a global asset management firm. |
■ | 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. From 2009 to 2019, Mr. Krantz was associated with OppenheimerFunds, a global asset management firm. |
■ | 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. From 2009 to 2019, Ms. Pak was associated with OppenheimerFunds, a global asset management firm. |
■ | 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. From 2009 to 2019, Mr. Vardharaj was associated with OppenheimerFunds, a global asset management firm. |
■ | Adam Weiner, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. From 2009 to 2019, Mr. Weiner was associated with OppenheimerFunds, a global asset management firm. |
■ | Matthew P. Ziehl, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2019. From 2009 to 2019, Mr. Ziehl was associated with OppenheimerFunds, a global asset management firm. |
Net
asset
value, beginning of period |
Net
investment income (loss)(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $10.97 | $ 0.09 | $ 2.57 | $ 2.66 | $(0.06) | $(1.39) | $(1.45) | $12.18 | 25.28% | $157,959 | 0.93% (d) | 0.94% (d) | 0.70% (d) | 114% |
Year ended 12/31/18 | 14.41 | 0.06 | (1.39) | (1.33) | (0.07) | (2.04) | (2.11) | 10.97 | (11.35) | 148,078 | 0.91 | 0.94 | 0.46 | 27 |
Year ended 12/31/17 | 12.87 | 0.05 | 1.85 | 1.90 | (0.07) | (0.29) | (0.36) | 14.41 | 14.92 | 192,277 | 0.94 | 0.96 | 0.37 | 45 |
Year ended 12/31/16 | 12.12 | 0.07 | 1.54 | 1.61 | (0.01) | (0.85) | (0.86) | 12.87 | 13.43 | 195,464 | 0.98 | 1.00 | 0.57 | 29 |
Year ended 12/31/15 | 14.06 | 0.02 | (0.58) | (0.56) | (0.05) | (1.33) | (1.38) | 12.12 | (4.03) | 201,685 | 1.01 | 1.03 | 0.17 | 44 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 10.72 | 0.05 | 2.53 | 2.58 | (0.03) | (1.39) | (1.42) | 11.88 | 25.04 | 89,057 | 1.18 (d) | 1.19 (d) | 0.45 (d) | 114 |
Year ended 12/31/18 | 14.11 | 0.03 | (1.36) | (1.33) | (0.02) | (2.04) | (2.06) | 10.72 | (11.60) | 71,829 | 1.16 | 1.19 | 0.21 | 27 |
Year ended 12/31/17 | 12.61 | 0.02 | 1.81 | 1.83 | (0.04) | (0.29) | (0.33) | 14.11 | 14.65 | 141,120 | 1.19 | 1.21 | 0.12 | 45 |
Year ended 12/31/16 | 11.91 | 0.04 | 1.51 | 1.55 | — | (0.85) | (0.85) | 12.61 | 13.16 | 130,118 | 1.23 | 1.25 | 0.32 | 29 |
Year ended 12/31/15 | 13.84 | (0.01) | (0.57) | (0.58) | (0.02) | (1.33) | (1.35) | 11.91 | (4.28) | 118,276 | 1.26 | 1.28 | (0.08) | 44 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $157,183 and $83,157 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | The Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Series I (Without Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.95% | 0.96% | 0.96% | 0.96% | 0.96% | 0.96% | 0.96% | 0.96% | 0.96% | 0.96% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.05% | 8.25% | 12.63% | 17.18% | 21.91% | 26.84% | 31.96% | 37.29% | 42.84% | 48.61% |
End of Year Balance | $10,405.00 | $10,825.36 | $11,262.71 | $11,717.72 | $12,191.12 | $12,683.64 | $13,196.06 | $13,729.18 | $14,283.84 | $14,860.90 |
Estimated Annual Expenses | $ 96.92 | $ 101.91 | $ 106.02 | $ 110.31 | $ 114.76 | $ 119.40 | $ 124.22 | $ 129.24 | $ 134.46 | $ 139.89 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.20% | 1.21% | 1.21% | 1.21% | 1.21% | 1.21% | 1.21% | 1.21% | 1.21% | 1.21% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.80% | 7.73% | 11.82% | 16.06% | 20.45% | 25.02% | 29.76% | 34.67% | 39.78% | 45.08% |
End of Year Balance | $10,380.00 | $10,773.40 | $11,181.71 | $11,605.50 | $12,045.35 | $12,501.87 | $12,975.69 | $13,467.47 | $13,977.88 | $14,507.65 |
Estimated Annual Expenses | $ 122.28 | $ 127.98 | $ 132.83 | $ 137.86 | $ 143.09 | $ 148.51 | $ 154.14 | $ 159.98 | $ 166.04 | $ 172.34 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Mid Cap Core Equity Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VIMCCE-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $42 | $132 | $230 | $518 |
... | ||||
Series II shares | $67 | $211 | $368 | $822 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/18/1998) | 30.90% | 11.22% | 13.16% |
... | |||
Series II shares: Inception (6/5/2000) | 30.62 | 10.95 | 12.88 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Lipper VUF S&P 500® Funds Index | 31.20 | 11.35 | 13.20 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Anthony Munchak | Portfolio Manager | 2010 |
... | ||
Glen Murphy | Portfolio Manager | 2010 |
... | ||
Francis Orlando | Portfolio Manager | 2010 |
... | ||
Daniel Tsai | Portfolio Manager | 2010 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is |
dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives |
■ | Anthony Munchak, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000. |
■ | Glen Murphy, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1995. |
■ | Francis Orlando, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 1987. |
■ | Daniel Tsai, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000. |
Net
asset
value, beginning of period |
Net
investment income(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $16.12 | $0.29 | $ 4.51 | $ 4.80 | $(0.28) | $(1.93) | $(2.21) | $18.71 | 30.98% | $36,806 | 0.41% (d) | 0.41% (d) | 1.61% (d) | 3% |
Year ended 12/31/18 | 18.53 | 0.26 | (0.91) | (0.65) | (0.30) | (1.46) | (1.76) | 16.12 | (4.86) | 33,758 | 0.51 | 0.51 | 1.41 | 3 |
Year ended 12/31/17 | 16.78 | 0.26 | 3.18 | 3.44 | (0.31) | (1.38) | (1.69) | 18.53 | 21.26 | 38,450 | 0.48 | 0.48 | 1.46 | 3 |
Year ended 12/31/16 | 16.58 | 0.30 | 1.55 | 1.85 | (0.31) | (1.34) | (1.65) | 16.78 | 11.45 | 34,812 | 0.41 | 0.41 | 1.81 | 4 |
Year ended 12/31/15 | 18.52 | 0.30 | (0.24) | 0.06 | (0.33) | (1.67) | (2.00) | 16.58 | 1.03 | 35,586 | 0.41 | 0.41 | 1.66 | 7 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 16.03 | 0.25 | 4.47 | 4.72 | (0.23) | (1.93) | (2.16) | 18.59 | 30.62 | 52,757 | 0.66 (d) | 0.66 (d) | 1.36 (d) | 3 |
Year ended 12/31/18 | 18.43 | 0.22 | (0.91) | (0.69) | (0.25) | (1.46) | (1.71) | 16.03 | (5.07) | 45,102 | 0.76 | 0.76 | 1.16 | 3 |
Year ended 12/31/17 | 16.69 | 0.22 | 3.17 | 3.39 | (0.27) | (1.38) | (1.65) | 18.43 | 21.00 | 55,090 | 0.73 | 0.73 | 1.21 | 3 |
Year ended 12/31/16 | 16.49 | 0.26 | 1.54 | 1.80 | (0.26) | (1.34) | (1.60) | 16.69 | 11.20 | 52,212 | 0.66 | 0.66 | 1.56 | 4 |
Year ended 12/31/15 | 18.43 | 0.25 | (0.24) | 0.01 | (0.28) | (1.67) | (1.95) | 16.49 | 0.72 | 58,268 | 0.66 | 0.66 | 1.41 | 7 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $36,848 and $49,928 for Series I and Series II shares, respectively. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. S&P 500 Index Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | MS-VISPI-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 99 | $309 | $536 | $1,190 |
... | ||||
Series II shares | $124 | $387 | $670 | $1,477 |
... |
■ | Fundamental analysis involves building a series of financial models, as well as conducting in-depth interviews with management. The goal is to find high quality, fundamentally sound issuers operating in an attractive industry |
■ | Valuation analysis focuses on identifying attractively valued securities given their growth potential over a one- to two-year horizon |
■ | Timeliness analysis is used to help identify the “timeliness” of a purchase. In this step, relative price strength, trading volume characteristics, and trend analysis are reviewed for signs of deterioration. If a security shows signs of deterioration, it will not be considered as a candidate for the portfolio |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (8/29/2003) | 26.60% | 5.36% | 10.26% |
... | |||
Series II shares: Inception (8/29/2003) | 26.32 | 5.11 | 9.99 |
... | |||
Russell 2000® Index (reflects no deductions for fees, expenses or taxes) | 25.52 | 8.23 | 11.83 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Lipper VUF Small-Cap Core Funds Index | 23.69 | 7.70 | 11.21 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Juan Hartsfield | Portfolio Manager (lead) | 2006 |
... | ||
Davis Paddock | Portfolio Manager | 2016 |
... |
■ | Fundamental analysis involves building a series of financial models, as well as conducting in-depth interviews with management. The goal is to find high quality, fundamentally sound issuers operating in an attractive industry |
■ | Valuation analysis focuses on identifying attractively valued securities given their growth potential over a one- to two-year horizon |
■ | Timeliness analysis is used to help identify the “timeliness” of a purchase. In this step, relative price strength, trading volume characteristics, and trend analysis are reviewed for signs of deterioration. If a security shows signs of deterioration, it will not be considered as a candidate for the portfolio |
■ | Juan Hartsfield (lead manager), Portfolio Manager, who has been responsible for the Fund since 2006 and has been associated with Invesco and/or its affiliates since 2004. |
■ | Davis Paddock, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2001. |
Net
asset
value, beginning of period |
Net
investment income (loss)(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Distributions
from net realized gains |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||
Year ended 12/31/19 | $15.93 | $ 0.06 | $ 4.03 | $ 4.09 | $(2.29) | $17.73 | 26.60% | $118,208 | 0.96% (d) | 0.96% (d) | 0.34% (d) | 44% |
Year ended 12/31/18 | 20.02 | 0.02 | (2.74) | (2.72) | (1.37) | 15.93 | (15.08) | 106,064 | 0.96 | 0.96 | 0.10 | 22 |
Year ended 12/31/17 | 18.38 | (0.01) | 2.53 | 2.52 | (0.88) | 20.02 | 14.06 | 149,405 | 0.97 | 0.97 | (0.02) | 20 |
Year ended 12/31/16 | 17.64 | 0.01 | 2.06 | 2.07 | (1.33) | 18.38 | 12.06 | 161,727 | 1.01 | 1.01 | 0.04 | 37 |
Year ended 12/31/15 | 23.64 | 0.00 | (1.27) | (1.27) | (4.73) | 17.64 | (5.52) | 166,407 | 1.04 | 1.04 | 0.02 | 31 |
... | ||||||||||||
Series II | ||||||||||||
Year ended 12/31/19 | 15.07 | 0.02 | 3.80 | 3.82 | (2.29) | 16.60 | 26.32 | 98,043 | 1.21 (d) | 1.21 (d) | 0.09 (d) | 44 |
Year ended 12/31/18 | 19.05 | (0.03) | (2.58) | (2.61) | (1.37) | 15.07 | (15.27) | 119,664 | 1.21 | 1.21 | (0.15) | 22 |
Year ended 12/31/17 | 17.58 | (0.05) | 2.40 | 2.35 | (0.88) | 19.05 | 13.73 | 157,349 | 1.22 | 1.22 | (0.27) | 20 |
Year ended 12/31/16 | 16.96 | (0.03) | 1.98 | 1.95 | (1.33) | 17.58 | 11.84 | 148,883 | 1.26 | 1.26 | (0.21) | 37 |
Year ended 12/31/15 | 22.97 | (0.05) | (1.23) | (1.28) | (4.73) | 16.96 | (5.74) | 128,614 | 1.29 | 1.29 | (0.23) | 31 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $116,766 and $131,141 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% | 0.97% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.03% | 8.22% | 12.58% | 17.12% | 21.84% | 26.75% | 31.86% | 37.17% | 42.70% | 48.45% |
End of Year Balance | $10,403.00 | $10,822.24 | $11,258.38 | $11,712.09 | $12,184.09 | $12,675.11 | $13,185.91 | $13,717.30 | $14,270.11 | $14,845.20 |
Estimated Annual Expenses | $ 98.95 | $ 102.94 | $ 107.09 | $ 111.41 | $ 115.90 | $ 120.57 | $ 125.43 | $ 130.48 | $ 135.74 | $ 141.21 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% | 1.22% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.78% | 7.70% | 11.77% | 16.00% | 20.38% | 24.93% | 29.66% | 34.56% | 39.64% | 44.92% |
End of Year Balance | $10,378.00 | $10,770.29 | $11,177.41 | $11,599.91 | $12,038.39 | $12,493.44 | $12,965.69 | $13,455.79 | $13,964.42 | $14,492.28 |
Estimated Annual Expenses | $ 124.31 | $ 129.00 | $ 133.88 | $ 138.94 | $ 144.19 | $ 149.64 | $ 155.30 | $ 161.17 | $ 167.26 | $ 173.59 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Small Cap Equity Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VISCE-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $101 | $315 | $547 | $1,213 |
... | ||||
Series II shares | $126 | $393 | $681 | $1,500 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/20/1997) | 35.88% | 14.14% | 13.19% |
... | |||
Series II shares: Inception (4/30/2004) | 35.56 | 13.85 | 12.91 |
... | |||
NASDAQ Composite Index (reflects no deductions for fees, expenses or taxes) | 36.69 | 14.93 | 16.05 |
... | |||
Lipper VUF Science & Technology Funds Classification Average | 39.68 | 15.82 | 14.87 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Voss | Portfolio Manager (lead) | 2014 |
... | ||
Janet Luby | Portfolio Manager | 2014 |
... |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In |
addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended |
benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Erik Voss (lead manager), Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2010. |
■ | Janet Luby, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2011. |
Net
asset
value, beginning of period |
Net
investment income (loss)(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Distributions
from net realized gains |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||
Year ended 12/31/19 | $21.92 | $(0.09) | $ 7.71 | $ 7.62 | $(2.31) | $27.23 | 35.88% | $127,308 | 0.99% (d) | 0.99% (d) | (0.36)% (d) | 46% |
Year ended 12/31/18 | 22.97 | (0.12) | 0.22 | 0.10 | (1.15) | 21.92 | (0.45) | 109,596 | 1.03 | 1.03 | (0.47) | 48 |
Year ended 12/31/17 | 17.89 | (0.09) | 6.34 | 6.25 | (1.17) | 22.97 | 35.13 | 113,352 | 1.06 | 1.06 | (0.41) | 43 |
Year ended 12/31/16 | 18.83 | (0.06) | (0.06) | (0.12) | (0.82) | 17.89 | (0.76) | 87,632 | 1.10 | 1.10 | (0.33) | 52 |
Year ended 12/31/15 | 19.75 | (0.11) | 1.29 | 1.18 | (2.10) | 18.83 | 6.82 | 107,257 | 1.15 | 1.15 | (0.53) | 61 |
... | ||||||||||||
Series II | ||||||||||||
Year ended 12/31/19 | 20.79 | (0.15) | 7.30 | 7.15 | (2.31) | 25.63 | 35.56 | 10,184 | 1.24 (d) | 1.24 (d) | (0.61) (d) | 46 |
Year ended 12/31/18 | 21.89 | (0.17) | 0.22 | 0.05 | (1.15) | 20.79 | (0.71) | 9,587 | 1.28 | 1.28 | (0.72) | 48 |
Year ended 12/31/17 | 17.14 | (0.14) | 6.06 | 5.92 | (1.17) | 21.89 | 34.74 | 9,439 | 1.31 | 1.31 | (0.66) | 43 |
Year ended 12/31/16 | 18.12 | (0.10) | (0.06) | (0.16) | (0.82) | 17.14 | (1.01) | 6,799 | 1.35 | 1.35 | (0.58) | 52 |
Year ended 12/31/15 | 19.13 | (0.15) | 1.24 | 1.09 | (2.10) | 18.12 | 6.56 | 8,043 | 1.40 | 1.40 | (0.78) | 61 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $120,927 and $10,352 for Series I and Series II shares, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% | 0.99% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.01% | 8.18% | 12.52% | 17.03% | 21.72% | 26.60% | 31.68% | 36.96% | 42.45% | 48.17% |
End of Year Balance | $10,401.00 | $10,818.08 | $11,251.89 | $11,703.09 | $12,172.38 | $12,660.49 | $13,168.18 | $13,696.22 | $14,245.44 | $14,816.68 |
Estimated Annual Expenses | $ 100.98 | $ 105.03 | $ 109.25 | $ 113.63 | $ 118.18 | $ 122.92 | $ 127.85 | $ 132.98 | $ 138.31 | $ 143.86 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.76% | 7.66% | 11.71% | 15.91% | 20.27% | 24.79% | 29.48% | 34.35% | 39.40% | 44.64% |
End of Year Balance | $10,376.00 | $10,766.14 | $11,170.94 | $11,590.97 | $12,026.79 | $12,479.00 | $12,948.21 | $13,435.06 | $13,940.22 | $14,464.37 |
Estimated Annual Expenses | $ 126.33 | $ 131.08 | $ 136.01 | $ 141.12 | $ 146.43 | $ 151.94 | $ 157.65 | $ 163.58 | $ 169.73 | $ 176.11 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Technology Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | I-VITEC-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $100 | $312 | $542 | $1,201 |
... | ||||
Series II shares | $125 | $390 | $676 | $1,489 |
... |
■ | Buy businesses trading at a significant discount to the portfolio managers’ estimate of intrinsic value. The portfolio managers believe intrinsic value represents the fair economic worth of the business. |
■ | Emphasize quality businesses with potential to grow intrinsic value over time. The portfolio managers primarily seek issuers that they believe have solid growth prospects, the ability to earn an attractive return on invested capital and a management team that exhibits intelligent capital allocation skills. |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (9/10/2001) | 30.61% | 5.62% | 8.67% |
... | |||
Series II shares: Inception (9/10/2001) | 30.12 | 5.32 | 8.37 |
... | |||
S&P 1500® Value Index (reflects no deductions for fees, expenses or taxes) | 31.31 | 9.38 | 12.19 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Lipper VUF Multi-Cap Value Funds Index | 26.30 | 7.24 | 10.43 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Jonathan Edwards | Portfolio Manager (lead) | 2015 |
... | ||
Jonathan Mueller | Portfolio Manager | 2015 |
... |
■ | Buy businesses trading at a significant discount to the portfolio managers’ estimate of intrinsic value. The portfolio managers believe intrinsic value represents the fair economic worth of the business. |
■ | Emphasize quality businesses with potential to grow intrinsic value over time. The portfolio managers primarily seek issuers that they believe have solid growth prospects, the ability to earn an attractive return on invested capital and a management team that exhibits intelligent capital allocation skills. |
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a |
disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. | |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. Derivatives strategies may not always be successful. For example, to the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Jonathan Edwards (lead manager), Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2001. |
■ | Jonathan Mueller, Portfolio Manager, who has been responsible for the Fund since 2015 and has been associated with Invesco and/or its affiliates since 2001. |
Net
asset
value, beginning of period |
Net
investment income (loss)(a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
Net
asset
value, end of period |
Total
return (b) |
Net
assets,
end of period (000's omitted) |
Ratio
of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio
of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio
of net
investment income (loss) to average net assets |
Portfolio
turnover (c) |
|
Series I | ||||||||||||||
Year ended 12/31/19 | $5.50 | $ 0.02 | $ 1.51(d) | $ 1.53 | $(0.02) | $(1.41) | $(1.43) | $5.60 | 30.61% (d) | $67,691 | 0.97% (e) | 0.97% (e) | 0.32% (e) | 34% |
Year ended 12/31/18 | 7.58 | 0.01 | (1.30) | (1.29) | (0.02) | (0.77) | (0.79) | 5.50 | (19.18) | 59,998 | 1.01 | 1.01 | 0.22 | 45 |
Year ended 12/31/17 | 6.48 | 0.02 | 1.11 (f) | 1.13 | (0.03) | — | (0.03) | 7.58 | 17.44 (f) | 87,232 | 0.98 | 0.98 | 0.30 | 28 |
Year ended 12/31/16 | 7.82 | 0.03 | 1.10 | 1.13 | (0.03) | (2.44) | (2.47) | 6.48 | 18.34 | 85,722 | 1.01 | 1.02 | 0.43 | 36 |
Year ended 12/31/15 | 9.84 | 0.05 | (1.09) | (1.04) | (0.26) | (0.72) | (0.98) | 7.82 | (10.40) | 83,889 | 1.04 | 1.04 | 0.51 | 82 |
... | ||||||||||||||
Series II | ||||||||||||||
Year ended 12/31/19 | 5.49 | 0.00 | 1.50 (d) | 1.50 | — | (1.41) | (1.41) | 5.58 | 30.12 (d) | 23,663 | 1.22 (e) | 1.22 (e) | 0.07 (e) | 34 |
Year ended 12/31/18 | 7.56 | (0.00) | (1.30) | (1.30) | — | (0.77) | (0.77) | 5.49 | (19.35) | 21,309 | 1.26 | 1.26 | (0.03) | 45 |
Year ended 12/31/17 | 6.45 | 0.00 | 1.11 (f) | 1.11 | 0.00 | — | 0.00 | 7.56 | 17.23 (f) | 35,328 | 1.23 | 1.23 | 0.05 | 28 |
Year ended 12/31/16 | 7.79 | 0.01 | 1.10 | 1.11 | (0.01) | (2.44) | (2.45) | 6.45 | 17.92 | 54,438 | 1.26 | 1.27 | 0.18 | 36 |
Year ended 12/31/15 | 9.79 | 0.02 | (1.08) | (1.06) | (0.22) | (0.72) | (0.94) | 7.79 | (10.65) | 54,887 | 1.29 | 1.29 | 0.26 | 82 |
... |
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Includes litigation proceeds received during the period. Had these litigation proceeds not been received, Net gains (losses) on securities (both realized and unrealized) per share would have been $1.44 and $1.43 for Series I and Series II shares, respectively. Total returns would have been lower. |
(e) | Ratios are based on average daily net assets (000’s omitted) of $66,731 and $23,621 for Series I and Series II shares, respectively. |
(f) | Includes litigation proceeds received during the period. Had these litigation proceeds not been received, Net gains (losses) on securities (both realized and unrealized) per share would have been $1.09 and $1.09 for Series I and Series II shares, respectively. Total returns would have been lower. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; and |
■ | Your investment has a 5% return before expenses each year. |
Series I | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 0.98% | 0.98% | 0.98% | 0.98% | 0.98% | 0.98% | 0.98% | 0.98% | 0.98% | 0.98% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.02% | 8.20% | 12.55% | 17.08% | 21.78% | 26.68% | 31.77% | 37.07% | 42.58% | 48.31% |
End of Year Balance | $10,402.00 | $10,820.16 | $11,255.13 | $11,707.59 | $12,178.23 | $12,667.80 | $13,177.04 | $13,706.76 | $14,257.77 | $14,830.93 |
Estimated Annual Expenses | $ 99.97 | $ 103.99 | $ 108.17 | $ 112.52 | $ 117.04 | $ 121.75 | $ 126.64 | $ 131.73 | $ 137.03 | $ 142.53 |
... |
Series II | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio1 | 1.23% | 1.23% | 1.23% | 1.23% | 1.23% | 1.23% | 1.23% | 1.23% | 1.23% | 1.23% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.77% | 7.68% | 11.74% | 15.95% | 20.33% | 24.86% | 29.57% | 34.45% | 39.52% | 44.78% |
End of Year Balance | $10,377.00 | $10,768.21 | $11,174.17 | $11,595.44 | $12,032.59 | $12,486.22 | $12,956.95 | $13,445.42 | $13,952.32 | $14,478.32 |
Estimated Annual Expenses | $ 125.32 | $ 130.04 | $ 134.95 | $ 140.03 | $ 145.31 | $ 150.79 | $ 156.48 | $ 162.37 | $ 168.50 | $ 174.85 |
... |
1 | Your actual expenses may be higher or lower than those shown. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
V.I. Value Opportunities Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | VK-VIVOPP-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 0.80% and 1.05%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 82 | $273 | $480 | $1,077 |
... | ||||
Series II shares | $107 | $351 | $615 | $1,367 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (4/3/1985) | 36.20% | 10.52% | 11.79% |
... | |||
Series II shares: Inception (9/18/2001) | 35.84 | 10.24 | 7.11 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... | |||
Russell 1000® Growth Index (reflects no deductions for fees, expenses or taxes) | 36.39 | 14.63 | 15.22 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Voss | Portfolio Manager (lead) | 2019 |
... | ||
Ido Cohen | Portfolio Manager | 2019 |
... |
■ | 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 Fund’s expense ratio. |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | Erik Voss (lead manager), Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2010. |
■ | Ido Cohen, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2010. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 48.50 | $ 55.70 | $ 48.36 | $ 55.49 | $ 64.87 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.06 | 0.09 | 0.15 | 0.12 | 0.22 |
Net realized and unrealized gain (loss) | 16.80 | (2.71) | 12.33 | (1.57) | 2.25 |
Total from investment operations | 16.86 | (2.62) | 12.48 | (1.45) | 2.47 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.04) | (0.19) | (0.13) | (0.22) | (0.06) |
Distributions from net realized gain | (5.55) | (4.39) | (5.01) | (5.46) | (11.79) |
Total dividends and/or distributions to shareholders | (5.59) | (4.58) | (5.14) | (5.68) | (11.85) |
Net asset value, end of period | $ 59.77 | $ 48.50 | $ 55.70 | $ 48.36 | $ 55.49 |
Total Return, at Net Asset Value2 | 36.20% | (5.73)% | 26.83% | (2.20)% | 3.54% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $538,247 | $460,708 | $556,227 | $501,756 | $564,514 |
Average net assets (in thousands) | $515,169 | $542,971 | $539,255 | $514,525 | $601,110 |
Ratios to average net assets:3 | |||||
Net investment income | 0.10% | 0.16% | 0.29% | 0.25% | 0.36% |
Expenses excluding specific expenses listed below | 0.88% | 0.85% | 0.82% | 0.83% | 0.81% |
Interest and fees from borrowings | 0.00% 4 | 0.00% 4 | 0.00% 4 | 0.00% 4 | 0.00% 4 |
Total expenses5 | 0.88% | 0.85% | 0.82% | 0.83% | 0.81% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.80% | 0.80% | 0.80% | 0.80% | 0.80% |
Portfolio turnover rate6 | 73% | 27% | 26% | 114% | 60% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.88% |
Year Ended December 31, 2018 | 0.85% |
Year Ended December 31, 2017 | 0.82% |
Year Ended December 31, 2016 | 0.83% |
Year Ended December 31, 2015 | 0.81% |
6. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 47.78 | $ 54.89 | $ 47.73 | $ 54.80 | $ 64.30 |
Income (loss) from investment operations: | |||||
Net investment income (loss)1 | (0.08) | (0.05) | 0.02 | 0.00 2 | 0.07 |
Net realized and unrealized gain (loss) | 16.52 | (2.67) | 12.16 | (1.55) | 2.22 |
Total from investment operations | 16.44 | (2.72) | 12.18 | (1.55) | 2.29 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | 0.00 | 0.00 | (0.01) | (0.06) | 0.00 |
Distributions from net realized gain | (5.55) | (4.39) | (5.01) | (5.46) | (11.79) |
Total dividends and/or distributions to shareholders | (5.55) | (4.39) | (5.02) | (5.52) | (11.79) |
Net asset value, end of period | $ 58.67 | $ 47.78 | $ 54.89 | $ 47.73 | $ 54.80 |
Total Return, at Net Asset Value3 | 35.84% | (5.96)% | 26.50% | (2.43)% | 3.27% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $200,741 | $141,790 | $316,864 | $295,226 | $317,737 |
Average net assets (in thousands) | $188,894 | $232,457 | $314,506 | $287,933 | $332,468 |
Ratios to average net assets:4 | |||||
Net investment income (loss) | (0.15)% | (0.09)% | 0.04% | 0.00% 5 | 0.12% |
Expenses excluding specific expenses listed below | 1.13% | 1.10% | 1.07% | 1.08% | 1.06% |
Interest and fees from borrowings | 0.00% 5 | 0.00% 5 | 0.00% 5 | 0.00% 5 | 0.00% 5 |
Total expenses6 | 1.13% | 1.10% | 1.07% | 1.08% | 1.06% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% |
Portfolio turnover rate7 | 73% | 27% | 26% | 114% | 60% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Less than $0.005 per share. |
3. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
4. | Annualized for periods less than one full year. |
5. | Less than 0.005%. |
6. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.13% |
Year Ended December 31, 2018 | 1.10% |
Year Ended December 31, 2017 | 1.07% |
Year Ended December 31, 2016 | 1.08% |
Year Ended December 31, 2015 | 1.06% |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Capital Appreciation Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VICAPA-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 0.67% and 0.92%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $68 | $286 | $520 | $1,195 |
... | ||||
Series II shares | $94 | $364 | $655 | $1,482 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (2/9/1987) | 17.51% | 5.23% | 7.27% |
... | |||
Series II shares: Inception (5/1/2002) | 17.22 | 4.95 | 7.00 |
... | |||
Russell 3000® Index (reflects no deductions for fees, expenses or taxes) | 31.02 | 11.24 | 13.42 |
... | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) | 8.72 | 3.05 | 3.75 |
... | |||
Custom Invesco Oppenheimer VI Conservative Balanced Index (reflects no deductions for fees, expenses or taxes) | 16.33 | 6.11 | 7.37 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Michael Hyman | Portfolio Manager | 2019 |
... | ||
Magnus Krantz | Portfolio Manager | 2019 (predecessor fund 2013) |
... |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 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 security’s 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 issuer’s credit rating or the market’s perception of the issuer’s 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. |
■ | 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 Fund’s 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. Additionally, 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 and the Fund’s investments in new securities may be at lower yields and may reduce the Fund’s 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. |
■ | 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 bond’s value to decline about 3% while a 1% decrease in general |
interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. | |
■ | 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 Fund’s income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the 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 issuer’s credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuer’s securities. |
■ | 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 Fund’s 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 Fund might have difficulty selling them promptly at an acceptable price. |
■ | 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 security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | 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 security’s 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 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 Fund buys those securities at a premium, accelerated prepayments on those securities could cause the 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 security’s 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. |
■ | 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. |
■ | Prices of below-investment-grade securities may be subject to extreme price fluctuations, even under normal market conditions. Adverse changes in an issuer’s 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. |
■ | 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. |
■ | In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of the holders of below-investment-grade securities. |
■ | 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 Fund’s securities than is the case with securities trading in a more liquid market. |
■ | 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. |
■ | Below-investment-grade securities markets may be more susceptible to real or perceived adverse credit, economic, or market conditions than investment-grade securities. |
■ | 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 Fund’s expense ratio. |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | Michael Hyman, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2013. |
■ | 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 Fund’s operations, Mr. Krantz managed the predecessor fund since 2013 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 14.43 | $ 15.92 | $ 14.86 | $ 14.46 | $ 14.67 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.33 | 0.32 | 0.27 | 0.26 | 0.31 |
Net realized and unrealized gain (loss) | 2.16 | (1.13) | 1.09 | 0.49 | (0.18) |
Total from investment operations | 2.49 | (0.81) | 1.36 | 0.75 | 0.13 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.36) | (0.31) | (0.30) | (0.35) | (0.34) |
Distributions from net realized gain | (0.25) | (0.37) | 0.00 | 0.00 | 0.00 |
Total dividends and/or distributions to shareholders | (0.61) | (0.68) | (0.30) | (0.35) | (0.34) |
Net asset value, end of period | $ 16.31 | $ 14.43 | $ 15.92 | $ 14.86 | $ 14.46 |
Total Return, at Net Asset Value2 | 17.51% | (5.32)% | 9.25% | 5.26% | 0.83% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $144,384 | $140,290 | $166,015 | $172,573 | $182,406 |
Average net assets (in thousands) | $145,820 | $155,024 | $170,438 | $177,368 | $194,208 |
Ratios to average net assets:3 | |||||
Net investment income | 2.11% | 2.05% | 1.74% | 1.78% | 2.09% |
Expenses excluding specific expenses listed below | 1.00% | 0.98% | 0.94% | 0.94% | 0.91% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 1.00% | 0.98% | 0.94% | 0.94% | 0.91% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.67% | 0.67% | 0.67% | 0.67% | 0.67% |
Portfolio turnover rate6,7 | 68% | 60% | 76% | 68% | 68% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.00% |
Year Ended December 31, 2018 | 0.98% |
Year Ended December 31, 2017 | 0.94% |
Year Ended December 31, 2016 | 0.94% |
Year Ended December 31, 2015 | 0.91% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2019 | $489,567,330 | $509,769,207 |
Year Ended December 31, 2018 | $685,887,902 | $703,549,464 |
Year Ended December 31, 2017 | $729,295,309 | $711,803,922 |
Year Ended December 31, 2016 | $737,550,642 | $742,753,245 |
Year Ended December 31, 2015 | $829,988,104 | $849,696,153 |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 14.24 | $ 15.71 | $ 14.67 | $ 14.28 | $ 14.49 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.29 | 0.27 | 0.23 | 0.22 | 0.27 |
Net realized and unrealized gain (loss) | 2.13 | (1.10) | 1.07 | 0.48 | (0.18) |
Total from investment operations | 2.42 | (0.83) | 1.30 | 0.70 | 0.09 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.32) | (0.27) | (0.26) | (0.31) | (0.30) |
Distributions from net realized gain | (0.25) | (0.37) | 0.00 | 0.00 | 0.00 |
Total dividends and/or distributions to shareholders | (0.57) | (0.64) | (0.26) | (0.31) | (0.30) |
Net asset value, end of period | $ 16.09 | $ 14.24 | $ 15.71 | $ 14.67 | $ 14.28 |
Total Return, at Net Asset Value2 | 17.22% | (5.53)% | 8.95% | 4.96% | 0.57% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $45,853 | $43,029 | $51,633 | $51,743 | $52,226 |
Average net assets (in thousands) | $45,343 | $48,109 | $51,345 | $53,914 | $59,085 |
Ratios to average net assets:3 | |||||
Net investment income | 1.86% | 1.80% | 1.49% | 1.53% | 1.84% |
Expenses excluding specific expenses listed below | 1.25% | 1.23% | 1.19% | 1.19% | 1.16% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 1.25% | 1.23% | 1.19% | 1.19% | 1.16% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.92% | 0.92% | 0.92% | 0.92% | 0.92% |
Portfolio turnover rate6,7 | 68% | 60% | 76% | 68% | 68% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.25% |
Year Ended December 31, 2018 | 1.23% |
Year Ended December 31, 2017 | 1.19% |
Year Ended December 31, 2016 | 1.19% |
Year Ended December 31, 2015 | 1.16% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2019 | $489,567,330 | $509,769,207 |
Year Ended December 31, 2018 | $685,887,902 | $703,549,464 |
Year Ended December 31, 2017 | $729,295,309 | $711,803,922 |
Year Ended December 31, 2016 | $737,550,642 | $742,753,245 |
Year Ended December 31, 2015 | $829,988,104 | $849,696,153 |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Conservative Balanced Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VICBAL-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||
Series I shares | Series II shares | |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None |
... | ||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
... |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||
Series I shares | Series II shares | |
Management Fees | 0.70% | 0.70% |
... | ||
Distribution and/or Service (12b-1) Fees | None | 0.25 |
... | ||
Other Expenses | 0.17 | 0.17 |
... | ||
Total Annual Fund Operating Expenses | 0.87 | 1.12 |
... | ||
Fee Waiver and/or Expense Reimbursement1 | 0.07 | 0.07 |
... | ||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.80 | 1.05 |
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 0.80% and 1.05%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 82 | $271 | $475 | $1,066 |
... | ||||
Series II shares | $107 | $349 | $610 | $1,357 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (8/15/1986) | 39.37% | 12.96% | 14.78% |
... | |||
Series II shares: Inception (10/16/2000) | 39.01 | 12.68 | 14.50 |
... | |||
Russell Midcap® Growth Index (reflects no deductions for fees, expenses or taxes) | 35.47 | 11.60 | 14.24 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Ronald J. Zibelli, Jr. | Portfolio Manager (lead) | 2019 (predecessor fund 2008) |
... | ||
Justin Livengood | Portfolio Manager | 2019 (predecessor fund 2014) |
... |
■ | 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 Fund’s expense ratio. |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | Ronald J. Zibelli, Jr. (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 Fund’s operations, Mr. Zibelli managed the predecessor fund since 2008 and was associated with OppenheimerFunds, a global asset management firm, since 2006. |
■ | Justin Livengood, 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 Fund’s operations, Mr. Livengood managed the predecessor fund since 2014 and was associated with OppenheimerFunds, a global asset management firm, since 2006. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 68.65 | $ 84.21 | $ 72.65 | $ 76.85 | $ 78.82 |
Income (loss) from investment operations: | |||||
Net investment income (loss)1 | 0.04 2 | (0.19) | (0.10) | 0.03 | (0.19) |
Net realized and unrealized gain (loss) | 26.04 | (3.07) | 20.08 | 1.69 | 5.67 |
Total from investment operations | 26.08 | (3.26) | 19.98 | 1.72 | 5.48 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | 0.00 | 0.00 | (0.03) | 0.00 | 0.00 |
Distributions from net realized gain | (10.91) | (12.30) | (8.39) | (5.92) | (7.45) |
Total dividends and/or distributions to shareholders | (10.91) | (12.30) | (8.42) | (5.92) | (7.45) |
Net asset value, end of period | $ 83.82 | $ 68.65 | $ 84.21 | $ 72.65 | $ 76.85 |
Total Return, at Net Asset Value3 | 39.37% | (6.08)% | 28.79% | 2.34% | 6.61% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $693,424 | $586,273 | $694,675 | $603,708 | $660,450 |
Average net assets (in thousands) | $671,643 | $690,497 | $661,192 | $621,110 | $695,736 |
Ratios to average net assets:4 | |||||
Net investment income (loss) | 0.05% 2 | (0.23)% | (0.12)% | 0.04% | (0.24)% |
Expenses excluding specific expenses listed below | 0.87% | 0.86% | 0.84% | 0.84% | 0.83% |
Interest and fees from borrowings | 0.00% 5 | 0.00% 5 | 0.00% 5 | 0.00% 5 | 0.00% 5 |
Total expenses6 | 0.87% | 0.86% | 0.84% | 0.84% | 0.83% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.80% | 0.80% | 0.80% | 0.80% | 0.80% |
Portfolio turnover rate7 | 76% | 104% | 105% | 141% | 81% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the year ended December 31, 2019. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $(0.13) and (0.16)%. |
3. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
4. | Annualized for periods less than one full year. |
5. | Less than 0.005%. |
6. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.87% |
Year Ended December 31, 2018 | 0.86% |
Year Ended December 31, 2017 | 0.84% |
Year Ended December 31, 2016 | 0.84% |
Year Ended December 31, 2015 | 0.83% |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 64.41 | $ 79.87 | $ 69.43 | $ 73.88 | $ 76.21 |
Income (loss) from investment operations: | |||||
Net investment loss1 | (0.14) 2 | (0.37) | (0.28) | (0.15) | (0.38) |
Net realized and unrealized gain (loss) | 24.34 | (2.79) | 19.11 | 1.62 | 5.50 |
Total from investment operations | 24.20 | (3.16) | 18.83 | 1.47 | 5.12 |
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 | (10.91) | (12.30) | (8.39) | (5.92) | (7.45) |
Total dividends and/or distributions to shareholders | (10.91) | (12.30) | (8.39) | (5.92) | (7.45) |
Net asset value, end of period | $ 77.70 | $ 64.41 | $ 79.87 | $ 69.43 | $ 73.88 |
Total Return, at Net Asset Value3 | 39.01% | (6.31)% | 28.46% | 2.08% | 6.35% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $51,312 | $35,054 | $39,599 | $32,252 | $37,029 |
Average net assets (in thousands) | $44,138 | $40,815 | $35,753 | $33,797 | $32,812 |
Ratios to average net assets:4 | |||||
Net investment loss | (0.19)% 2 | (0.48)% | (0.37)% | (0.21)% | (0.49)% |
Expenses excluding specific expenses listed below | 1.12% | 1.11% | 1.09% | 1.09% | 1.08% |
Interest and fees from borrowings | 0.00% 5 | 0.00% 5 | 0.00% 5 | 0.00% 5 | 0.00% 5 |
Total expenses6 | 1.12% | 1.11% | 1.09% | 1.09% | 1.08% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% |
Portfolio turnover rate7 | 76% | 104% | 105% | 141% | 81% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the year ended December 31, 2019. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $(0.30) and (0.40)%. |
3. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
4. | Annualized for periods less than one full year. |
5. | Less than 0.005%. |
6. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.12% |
Year Ended December 31, 2018 | 1.11% |
Year Ended December 31, 2017 | 1.09% |
Year Ended December 31, 2016 | 1.09% |
Year Ended December 31, 2015 | 1.08% |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Discovery Mid Cap Growth Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VIDMCG-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 0.77% and 1.02%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 79 | $252 | $441 | $ 987 |
... | ||||
Series II shares | $104 | $331 | $576 | $1,280 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (11/12/1990) | 31.79% | 10.22% | 10.57% |
... | |||
Series II shares: Inception (7/13/2000) | 31.45 | 9.94 | 10.30 |
... | |||
MSCI All Country World Index (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 26.60 | 8.41 | 8.79 |
... |
Portfolio Manager | Title | Length of Service on the Fund |
John Delano | Portfolio Manager | 2019 (predecessor fund 2017) |
... |
■ | 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 Fund’s expense ratio. | |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | The Fund may purchase American Depositary Shares (ADS) as part of American Depositary Receipt (ADR) issuances, which are negotiable certificates issued by a U.S. bank representing a specified number of shares in a foreign stock traded on a U.S. exchange. ADS and ADRs are subject to some of the special considerations and risks that apply to foreign securities traded and held abroad. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | John Delano, 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 Fund’s operations, Mr. Delano managed the predecessor fund since 2017 and was associated with OppenheimerFunds, a global asset management firm, since 2007. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 38.00 | $ 47.42 | $ 35.02 | $ 38.00 | $ 39.50 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.29 | 0.37 | 0.29 | 0.26 | 0.37 2 |
Net realized and unrealized gain (loss) | 11.03 | (5.99) | 12.50 | (0.42) | 1.38 2 |
Total from investment operations | 11.32 | (5.62) | 12.79 | (0.16) | 1.75 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.40) | (0.47) | (0.39) | (0.38) | (0.54) |
Distributions from net realized gain | (6.37) | (3.33) | 0.00 | (2.44) | (2.71) |
Total dividends and/or distributions to shareholders | (6.77) | (3.80) | (0.39) | (2.82) | (3.25) |
Net asset value, end of period | $ 42.55 | $ 38.00 | $ 47.42 | $ 35.02 | $ 38.00 |
Total Return, at Net Asset Value3 | 31.79% | (13.18)% | 36.66% | 0.08% | 3.94% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $1,334,573 | $1,160,317 | $1,479,034 | $1,245,070 | $1,406,001 |
Average net assets (in thousands) | $1,284,201 | $1,401,836 | $1,379,895 | $1,270,049 | $1,502,338 |
Ratios to average net assets:4 | |||||
Net investment income | 0.70% | 0.81% | 0.69% | 0.75% | 0.92% 2 |
Expenses excluding specific expenses listed below | 0.80% | 0.78% | 0.76% | 0.77% | 0.76% |
Interest and fees from borrowings5 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses6 | 0.80% | 0.78% | 0.76% | 0.77% | 0.76% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.77% | 0.78% 7 | 0.76% 7 | 0.77% 7 | 0.76% 7 |
Portfolio turnover rate8 | 23% | 16% | 9% | 14% | 14% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Net investment income per share, net realized and unrealized gain (loss) per share and the net investment income ratio include an adjustment for a prior period reclassification for the year ended December 31, 2015. |
3. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
4. | Annualized for periods less than one full year. |
5. | Less than 0.005%. |
6. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.80% |
Year Ended December 31, 2018 | 0.78% |
Year Ended December 31, 2017 | 0.76% |
Year Ended December 31, 2016 | 0.77% |
Year Ended December 31, 2015 | 0.76% |
7. | Waiver was less than 0.005%. |
8. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 37.53 | $ 46.88 | $ 34.64 | $ 37.59 | $ 39.10 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.18 | 0.26 | 0.18 | 0.17 | 0.28 2 |
Net realized and unrealized gain (loss) | 10.89 | (5.92) | 12.36 | (0.41) | 1.36 2 |
Total from investment operations | 11.07 | (5.66) | 12.54 | (0.24) | 1.64 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.28) | (0.36) | (0.30) | (0.27) | (0.44) |
Distributions from net realized gain | (6.37) | (3.33) | 0.00 | (2.44) | (2.71) |
Total dividends and/or distributions to shareholders | (6.65) | (3.69) | (0.30) | (2.71) | (3.15) |
Net asset value, end of period | $ 41.95 | $ 37.53 | $ 46.88 | $ 34.64 | $ 37.59 |
Total Return, at Net Asset Value3 | 31.45% | (13.39)% | 36.32% | (0.16)% | 3.67% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $1,187,107 | $ 911,848 | $1,309,590 | $1,065,147 | $1,081,711 |
Average net assets (in thousands) | $1,110,567 | $1,215,299 | $1,207,002 | $1,016,772 | $1,219,501 |
Ratios to average net assets:4 | |||||
Net investment income | 0.45% | 0.56% | 0.43% | 0.49% | 0.70% 2 |
Expenses excluding specific expenses listed below | 1.04% | 1.03% | 1.01% | 1.02% | 1.01% |
Interest and fees from borrowings5 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses6 | 1.04% | 1.03% | 1.01% | 1.02% | 1.01% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.02% | 1.03% 7 | 1.01% 7 | 1.02% 7 | 1.01% 7 |
Portfolio turnover rate8 | 23% | 16% | 9% | 14% | 14% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Net investment income per share, net realized and unrealized gain (loss) per share and the net investment income ratio include an adjustment for a prior period reclassification for the year ended December 31, 2015. |
3. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
4. | Annualized for periods less than one full year. |
5. | Less than 0.005%. |
6. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.04% |
Year Ended December 31, 2018 | 1.03% |
Year Ended December 31, 2017 | 1.01% |
Year Ended December 31, 2016 | 1.02% |
Year Ended December 31, 2015 | 1.01% |
7. | Waiver was less than 0.005%. |
8. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Global Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VIGLBL-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2021. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 84 | $270 | $473 | $1,057 |
... | ||||
Series II shares | $109 | $349 | $608 | $1,348 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/3/1993) | 10.80% | 3.23% | 4.71% |
... | |||
Series II shares: Inception (3/19/2001) | 10.61 | 3.01 | 4.47 |
... | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) | 8.72 | 3.05 | 3.75 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Hemant Baijal | Portfolio Manager (lead) | 2019 (predecessor fund 2018) |
... | ||
Christopher (Chris) Kelly | Portfolio Manager | 2019 (predecessor fund 2017) |
... |
■ | 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 Fund’s 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. Additionally, 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 and the Fund’s investments in new securities may be at lower yields and may reduce the Fund’s 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. |
■ | 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 bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. |
■ | 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 Fund’s income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the 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 issuer’s credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuer’s securities. | |
■ | 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 Fund’s 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 Fund might have difficulty selling them promptly at an acceptable price. |
■ | 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 security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | 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 security’s 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 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 Fund buys those securities at a premium, accelerated prepayments on those securities could cause the 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 security’s 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. |
■ | 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. |
■ | Prices of below-investment-grade securities may be subject to extreme price fluctuations, even under normal market conditions. Adverse changes in an issuer’s 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. |
■ | 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. | |
■ | In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of the holders of below-investment-grade securities. |
■ | 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 Fund’s securities than is the case with securities trading in a more liquid market. |
■ | 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. |
■ | Below-investment-grade securities markets may be more susceptible to real or perceived adverse credit, economic, or market conditions than investment-grade securities. |
■ | 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 Fund’s expense ratio. |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s |
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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 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 security’s 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 issuer’s credit rating or the market’s perception of the issuer’s 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. |
■ | Hemant Baijal (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 Fund’s operations, Mr. Baijal managed the predecessor fund since 2018 and was associated with OppenheimerFunds, a global asset management firm, since 2011. |
■ | Christopher (Chris) Kelly, 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 Fund’s operations, Mr. Kelly managed the predecessor fund since 2017 and was associated with OppenheimerFunds, a global asset management firm, since 2015. Prior to joining OppenheimerFunds, Mr. Kelly was at BlackRock Inc., where he was Deputy Head of Emerging Markets Fixed Income from 2012 to 2015. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 4.66 | $ 5.13 | $ 4.94 | $ 4.88 | $ 5.30 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.24 | 0.25 | 0.22 | 0.20 | 0.23 |
Net realized and unrealized gain (loss) | 0.26 | (0.47) | 0.09 | 0.11 | (0.34) |
Total from investment operations | 0.50 | (0.22) | 0.31 | 0.31 | (0.11) |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.19) | (0.25) | (0.12) | (0.25) | (0.31) |
Net asset value, end of period | $ 4.97 | $ 4.66 | $ 5.13 | $ 4.94 | $ 4.88 |
Total Return, at Net Asset Value2 | 10.80% | (4.40)% | 6.27% | 6.53% | (2.26)% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $395,324 | $346,707 | $393,337 | $401,308 | $429,710 |
Average net assets (in thousands) | $390,297 | $385,157 | $400,945 | $416,054 | $510,765 |
Ratios to average net assets:3 | |||||
Net investment income4 | 4.86% | 5.07% | 4.40% | 4.00% | 4.51% |
Expenses excluding specific expenses listed below | 0.82% | 0.88% 5 | 0.82% 5 | 0.79% 5 | 0.76% 5 |
Interest and fees from borrowings6 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses7 | 0.82% | 0.88% 5 | 0.82% 5 | 0.79% 5 | 0.76% 5 |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.77% | 0.81% 5 | 0.76% 5 | 0.74% 5 | 0.73% 5 |
Portfolio turnover rate8,9 | 134% | 68% | 74% | 80% | 79% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Includes the Fund’s share of the allocated net investment income from Invesco Oppenheimer Master Event-Linked Bond Fund and Invesco Oppenheimer Master Loan Fund. |
5. | Includes the Fund’s share of the allocated expenses from Invesco Oppenheimer Master Event-Linked Bond Fund and Invesco Oppenheimer Master Loan Fund. |
6. | Less than 0.005%. |
7. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.86% |
Year Ended December 31, 2018 | 0.90% |
Year Ended December 31, 2017 | 0.83% |
Year Ended December 31, 2016 | 0.80% |
Year Ended December 31, 2015 | 0.77% |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2019 | $2,177,497,748 | $2,279,114,634 |
Year Ended December 31, 2018 | $2,370,164,194 | $2,399,236,376 |
Year Ended December 31, 2017 | $2,271,944,419 | $2,153,905,799 |
Year Ended December 31, 2016 | $1,798,210,272 | $1,766,445,159 |
Year Ended December 31, 2015 | $1,225,140,927 | $1,266,426,777 |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 4.80 | $ 5.27 | $ 5.07 | $ 5.00 | $ 5.42 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.23 | 0.24 | 0.22 | 0.19 | 0.23 |
Net realized and unrealized gain (loss) | 0.27 | (0.48) | 0.08 | 0.12 | (0.35) |
Total from investment operations | 0.50 | (0.24) | 0.30 | 0.31 | (0.12) |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.17) | (0.23) | (0.10) | (0.24) | (0.30) |
Net asset value, end of period | $ 5.13 | $ 4.80 | $ 5.27 | $ 5.07 | $ 5.00 |
Total Return, at Net Asset Value2 | 10.61% | (4.54)% | 6.04% | 6.27% | (2.49)% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $ 736,339 | $1,081,833 | $1,277,689 | $1,284,022 | $1,375,143 |
Average net assets (in thousands) | $1,015,322 | $1,196,988 | $1,295,999 | $1,332,343 | $1,496,350 |
Ratios to average net assets:3 | |||||
Net investment income4 | 4.60% | 4.82% | 4.15% | 3.75% | 4.26% |
Expenses excluding specific expenses listed below | 1.08% | 1.13% 5 | 1.07% 5 | 1.04% 5 | 1.01% 5 |
Interest and fees from borrowings6 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses7 | 1.08% | 1.13% 5 | 1.07% 5 | 1.04% 5 | 1.01% 5 |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.02% | 1.06% 5 | 1.01% 5 | 0.99% 5 | 0.98% 5 |
Portfolio turnover rate8,9 | 134% | 68% | 74% | 80% | 79% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Includes the Fund’s share of the allocated net investment income from Invesco Oppenheimer Master Event-Linked Bond Fund and Invesco Oppenheimer Master Loan Fund. |
5. | Includes the Fund’s share of the allocated expenses from Invesco Oppenheimer Master Event-Linked Bond Fund and Invesco Oppenheimer Master Loan Fund. |
6. | Less than 0.005%. |
7. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.12% |
Year Ended December 31, 2018 | 1.15% |
Year Ended December 31, 2017 | 1.08% |
Year Ended December 31, 2016 | 1.05% |
Year Ended December 31, 2015 | 1.02% |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2019 | $2,177,497,748 | $2,279,114,634 |
Year Ended December 31, 2018 | $2,370,164,194 | $2,399,236,376 |
Year Ended December 31, 2017 | $2,271,944,419 | $2,153,905,799 |
Year Ended December 31, 2016 | $1,798,210,272 | $1,766,445,159 |
Year Ended December 31, 2015 | $1,225,140,927 | $1,266,426,777 |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Global Strategic Income Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VIGLSI-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
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” have been restated to reflect current fees. |
2 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 0.50% and 0.75%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $51 | $169 | $298 | $673 |
... | ||||
Series II shares | $77 | $248 | $435 | $974 |
... |
■ | 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. If an issuer fails to pay interest or repay principal, the Fund’s income or share value might be reduced. Adverse news about an issuer or a downgrade in an issuer’s credit rating, for any reason, can also reduce the market value of the issuer’s securities. |
■ | Extension risk is the risk that an increase in interest rates could cause principal payments on a debt security to be repaid at a slower rate than expected. 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 security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment risk is the risk that when interest rates fall the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | Prepayment risk is the risk that the issuer may redeem the security prior to the expected maturity or that borrowers may repay the loans that underlie these securities more quickly than expected, thereby causing the issuer of the security to repay the principal prior to the expected maturity. The Fund may need to reinvest the proceeds at a lower interest rate, reducing its income. Event risk is the risk that an issuer could be subject to an event, such as a buyout or debt restructuring, that interferes with its ability to make timely interest and principal payments and cause the value of its debt securities to fall. |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (4/3/1985) | 1.71% | 0.69% | 0.35% |
... | |||
Series II shares1: Inception (5/24/2019) | 1.46 | 0.44 | 0.10 |
... |
1 | Series II shares’ performance shown prior to the inception date is that of Series I shares restated to reflect the 12b-1 fees applicable to the Series II shares. Series I shares’ performance reflects any applicable fee waiver and/or expense reimbursements. |
■ | 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 Fund’s 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 Fund’s investments in new securities may be at lower yields and may reduce the Fund’s 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. Risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows. |
■ | 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. If an issuer fails to pay interest, the Fund’s income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the 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 issuer’s credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuer’s securities. |
■ | Extension Risk. Extension risk is the risk that, if interest rates rise rap- idly, repayments of principal 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 security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | Prepayment Risk. Certain fixed-income 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 security’s expected maturity, or that borrowers will repay the loans |
that under- lie these fixed-income securities more quickly than expected, thereby causing the issuer of the security to repay the principal prior to expected maturity. The 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 Fund buys those securities at a premium, accelerated prepayments on those securities could cause the 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 security’s price volatility. |
■ | The Fund is offered to investors as a cash management vehicle; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of the Fund. |
■ | The Fund's portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, the Fund is not subject to price arbitrage opportunities. |
■ | Because the Fund seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Fund upon redemption than other mutual funds. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 1.00 | $ 1.00 | $ 1.00 | $ 1.00 | $ 1.00 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.02 | 0.01 | 0.00 2 | 0.00 2 | 0.00 2 |
Net realized and unrealized gain (loss) | 0.00 2 | 0.00 2 | (0.00) 2 | (0.00) 2 | 0.00 2 |
Total from investment operations | 0.02 | 0.01 | 0.00 2 | 0.00 2 | 0.00 2 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.02) | (0.01) | (0.00) 2 | (0.00) 2 | (0.00) 2 |
Net asset value, end of period | $ 1.00 | $ 1.00 | $ 1.00 | $ 1.00 | $ 1.00 |
Total Return, at Net Asset Value3 | 1.71% | 1.35% | 0.39% | 0.01% | 0.01% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $ 369,759 | $3,055,726 | $425,604 | $ 541,970 | $2,648,636 |
Average net assets (in thousands) | $1,155,434 | $ 952,018 | $488,532 | $1,470,447 | $1,144,581 |
Ratios to average net assets:4 | |||||
Net investment income | 1.82% | 1.54% | 0.39% | 0.01% | 0.01% |
Total expenses5 | 0.54% | 0.56% | 0.59% | 0.55% | 0.53% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.50% | 0.50% | 0.50% | 0.35% | 0.19% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Less than $0.005 per share |
3. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
4. | Annualized for periods less than one full year. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.54% |
Year Ended December 31, 2018 | 0.56% |
Year Ended December 31, 2017 | 0.59% |
Year Ended December 31, 2016 | 0.55% |
Year Ended December 31, 2015 | 0.53% |
Series II Shares |
Period
Ended
December 31, 20191 |
Per Share Operating Data | |
Net asset value, beginning of period | $ 1.00 |
Income (loss) from investment operations: | |
Net investment income2 | 0.01 |
Net realized and unrealized gain | 0.00 3 |
Total from investment operations | 0.01 |
Dividends and/or distributions to shareholders: | |
Dividends from net investment income | (0.01) |
Net asset value, end of period | $ 1.00 |
Total Return, at Net Asset Value4 | 0.78% |
Ratios/Supplemental Data | |
Net assets, end of period (in thousands) | $ 10 |
Average net assets (in thousands) | $ 10 |
Ratios to average net assets:5 | |
Net investment income | 1.61% |
Total expenses6 | 0.72% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.72% |
1. | For the period from May 24, 2019 (commencement of operations) to December 31, 2019. |
2. | Calculated based on the average shares outstanding during the period. |
3. | Less than $0.005 per share. |
4. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
5. | Annualized for periods less than one full year. |
6. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Period Ended December 31, 2019 | 0.72% |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Government Money Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VIGMKT-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 1.00% and 1.25%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $102 | $346 | $610 | $1,363 |
... | ||||
Series II shares | $127 | $424 | $743 | $1,646 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/13/1992) | 28.60% | 5.79% | 7.26% |
... | |||
Series II shares: Inception (3/19/2001) | 27.95 | 5.48 | 6.98 |
... | |||
MSCI All Country World ex-USA Index (Net) (reflects reinvested dividends net of withholding taxes, but reflects no deductions for fees, expenses or other taxes) | 21.51 | 5.51 | 4.97 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
George R. Evans, CFA | Portfolio Manager (lead) | 2019 (predecessor fund 1999) |
... | ||
Robert B. Dunphy, CFA | Portfolio Manager | 2019 (predecessor fund 2012) |
... |
■ | 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. |
■ | 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. |
■ | 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. | |
■ | 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 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 security’s 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 issuer’s credit rating or the market’s perception of the issuer’s 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. |
■ | 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 Fund’s expense ratio. |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | 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 Fund’s 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. Additionally, 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 and the Fund’s investments in new securities may be at lower yields and may reduce the Fund’s 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. |
■ | 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 bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. | |
■ | 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 Fund’s income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the 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 issuer’s credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuer’s securities. |
■ | 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 Fund’s 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 Fund might have difficulty selling them promptly at an acceptable price. |
■ | 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 security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | 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 security’s 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 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 Fund buys those securities at a premium, accelerated prepayments on those securities could cause the 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 security’s 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. |
■ | 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. |
■ | Prices of below-investment-grade securities may be subject to extreme price fluctuations, even under normal market conditions. Adverse changes in an issuer’s 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. |
■ | 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. |
■ | In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of the holders of below-investment-grade securities. |
■ | 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 Fund’s securities than is the case with securities trading in a more liquid market. |
■ | 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. |
■ | Below-investment-grade securities markets may be more susceptible to real or perceived adverse credit, economic, or market conditions than investment-grade securities. |
■ | George R. Evans, CFA (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 Fund’s operations, Mr. Evans managed the predecessor fund since 1999 and was associated with OppenheimerFunds, a global asset management firm, since 1993. |
■ | Robert B. Dunphy, CFA, 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 Fund’s operations, Mr. Dunphy managed the predecessor fund since 2012 and was associated with OppenheimerFunds, a global asset management firm, since 2006. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 2.03 | $ 2.59 | $ 2.08 | $ 2.20 | $ 2.31 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.02 | 0.02 | 0.02 | 0.03 | 0.03 |
Net realized and unrealized gain (loss) | 0.54 | (0.51) | 0.52 | (0.08) | 0.06 |
Total from investment operations | 0.56 | (0.49) | 0.54 | (0.05) | 0.09 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.02) | (0.02) | (0.03) | (0.02) | (0.03) |
Distributions from net realized gain | (0.12) | (0.05) | 0.00 | (0.05) | (0.17) |
Total dividends and/or distributions to shareholders | (0.14) | (0.07) | (0.03) | (0.07) | (0.20) |
Net asset value, end of period | $ 2.45 | $ 2.03 | $ 2.59 | $ 2.08 | $ 2.20 |
Total Return, at Net Asset Value2 | 28.60% | (19.42)% | 26.29% | (2.12)% | 3.43% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $221,944 | $267,220 | $360,417 | $301,559 | $317,547 |
Average net assets (in thousands) | $236,960 | $325,080 | $339,999 | $305,269 | $343,347 |
Ratios to average net assets:3 | |||||
Net investment income | 0.91% | 0.83% | 0.87% | 1.24% | 1.08% |
Expenses excluding specific expenses listed below | 1.13% | 1.10% | 1.08% | 1.09% | 1.08% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 1.13% | 1.10% | 1.08% | 1.09% | 1.08% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% |
Portfolio turnover rate6 | 51% | 25% | 27% | 15% | 24% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.13% |
Year Ended December 31, 2018 | 1.10% |
Year Ended December 31, 2017 | 1.08% |
Year Ended December 31, 2016 | 1.09% |
Year Ended December 31, 2015 | 1.08% |
6. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 2.12 | $ 2.70 | $ 2.16 | $ 2.29 | $ 2.40 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.02 | 0.01 | 0.01 | 0.02 | 0.02 |
Net realized and unrealized gain (loss) | 0.56 | (0.52) | 0.56 | (0.08) | 0.06 |
Total from investment operations | 0.58 | (0.51) | 0.57 | (0.06) | 0.08 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.02) | (0.02) | (0.03) | (0.02) | (0.02) |
Distributions from net realized gain | (0.12) | (0.05) | 0.00 | (0.05) | (0.17) |
Total dividends and/or distributions to shareholders | (0.14) | (0.07) | (0.03) | (0.07) | (0.19) |
Net asset value, end of period | $ 2.56 | $ 2.12 | $ 2.70 | $ 2.16 | $ 2.29 |
Total Return, at Net Asset Value2 | 27.95% | (19.55)% | 26.44% | (2.72)% | 3.11% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $252,753 | $199,636 | $239,042 | $175,633 | $169,292 |
Average net assets (in thousands) | $228,869 | $231,130 | $213,440 | $174,834 | $165,226 |
Ratios to average net assets:3 | |||||
Net investment income | 0.67% | 0.58% | 0.60% | 0.99% | 0.79% |
Expenses excluding specific expenses listed below | 1.38% | 1.35% | 1.33% | 1.34% | 1.33% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 1.38% | 1.35% | 1.33% | 1.34% | 1.33% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% |
Portfolio turnover rate6 | 51% | 25% | 27% | 15% | 24% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.38% |
Year Ended December 31, 2018 | 1.35% |
Year Ended December 31, 2017 | 1.33% |
Year Ended December 31, 2016 | 1.34% |
Year Ended December 31, 2015 | 1.33% |
6. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. International Growth Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VIIGR-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||
Series I shares | Series II shares | |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None |
... | ||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
... |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||
Series I shares | Series II shares | |
Management Fees | 0.65% | 0.65% |
... | ||
Distribution and/or Service (12b-1) Fees | None | 0.25 |
... | ||
Other Expenses | 0.17 | 0.17 |
... | ||
Total Annual Fund Operating Expenses | 0.82 | 1.07 |
... | ||
Fee Waiver and/or Expense Reimbursement1 | 0.02 | 0.02 |
... | ||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.80 | 1.05 |
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 0.80% and 1.05%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 82 | $260 | $453 | $1,012 |
... | ||||
Series II shares | $107 | $338 | $588 | $1,304 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (7/5/1995) | 32.08% | 10.41% | 12.50% |
... | |||
Series II shares: Inception (7/13/2000) | 31.74 | 10.14 | 12.21 |
... | |||
S&P 500® Index (reflects no deductions for fees, expenses or taxes) | 31.49 | 11.70 | 13.56 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Manind ("Mani”) Govil | Portfolio Manager (lead) | 2019 (predecessor fund 2009) |
... | ||
Benjamin Ram | Portfolio Manager | 2019 (predecessor fund 2009) |
... | ||
Paul Larson | Portfolio Manager | 2019 (predecessor fund 2014) |
... |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 Fund’s 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. Additionally, 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 and the Fund’s investments in new securities may be at lower yields and may reduce the Fund’s 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. |
■ | 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 bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. | |
■ | 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 Fund’s income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the 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 issuer’s credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuer’s securities. |
■ | 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 Fund’s 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 Fund might have difficulty selling them promptly at an acceptable price. |
■ | 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 security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | 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 security’s 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 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 Fund buys those securities at a premium, accelerated prepayments on those securities could cause the 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 |
security’s 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. | |
■ | 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. |
■ | Prices of below-investment-grade securities may be subject to extreme price fluctuations, even under normal market conditions. Adverse changes in an issuer’s 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. |
■ | 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. |
■ | In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of the holders of below-investment-grade securities. |
■ | 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 Fund’s securities than is the case with securities trading in a more liquid market. |
■ | 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. |
■ | Below-investment-grade securities markets may be more susceptible to real or perceived adverse credit, economic, or market conditions than investment-grade securities. |
■ | 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 Fund’s expense ratio. |
■ | 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. | |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | Manind ("Mani”) Govil (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 Fund’s operations, Mr. Govil managed the predecessor fund since 2009 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
■ | Benjamin Ram, 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 Fund’s operations, Mr. Ram managed the predecessor fund since 2009 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
■ | Paul Larson, 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 Fund’s operations, Mr. Larson managed the predecessor fund since 2016 and was associated with OppenheimerFunds, a global asset management firm, since 2013. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 26.82 | $ 32.25 | $ 28.41 | $ 29.24 | $ 33.61 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.32 | 0.32 | 0.34 | 0.33 | 0.33 |
Net realized and unrealized gain (loss) | 7.73 | (2.55) | 4.41 | 2.76 | 0.80 |
Total from investment operations | 8.05 | (2.23) | 4.75 | 3.09 | 1.13 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.34) | (0.38) | (0.39) | (0.34) | (0.32) |
Distributions from net realized gain | (5.09) | (2.82) | (0.52) | (3.58) | (5.18) |
Total dividends and/or distributions to shareholders | (5.43) | (3.20) | (0.91) | (3.92) | (5.50) |
Net asset value, end of period | $ 29.44 | $ 26.82 | $ 32.25 | $ 28.41 | $ 29.24 |
Total Return, at Net Asset Value2 | 32.03% | (7.89)% | 16.91% | 11.62% | 3.33% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $570,821 | $485,230 | $561,555 | $485,196 | $518,456 |
Average net assets (in thousands) | $546,812 | $543,152 | $535,770 | $502,522 | $541,020 |
Ratios to average net assets:3 | |||||
Net investment income | 1.11% | 1.03% | 1.12% | 1.16% | 1.05% |
Expenses excluding specific expenses listed below | 0.82% | 0.80% | 0.78% | 0.79% | 0.78% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 0.82% | 0.80% | 0.78% | 0.79% | 0.78% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.80% | 0.80% 6 | 0.78% 6 | 0.79% 6 | 0.78% 6 |
Portfolio turnover rate7 | 43% | 65% | 35% | 33% | 44% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.82% |
Year Ended December 31, 2018 | 0.80% |
Year Ended December 31, 2017 | 0.78% |
Year Ended December 31, 2016 | 0.79% |
Year Ended December 31, 2015 | 0.78% |
6. | Waiver was less than 0.005%. |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 26.51 | $ 31.91 | $ 28.12 | $ 28.98 | $ 33.33 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.25 | 0.24 | 0.26 | 0.26 | 0.25 |
Net realized and unrealized gain (loss) | 7.64 | (2.53) | 4.37 | 2.72 | 0.80 |
Total from investment operations | 7.89 | (2.29) | 4.63 | 2.98 | 1.05 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.26) | (0.29) | (0.32) | (0.26) | (0.22) |
Distributions from net realized gain | (5.09) | (2.82) | (0.52) | (3.58) | (5.18) |
Total dividends and/or distributions to shareholders | (5.35) | (3.11) | (0.84) | (3.84) | (5.40) |
Net asset value, end of period | $ 29.05 | $ 26.51 | $ 31.91 | $ 28.12 | $ 28.98 |
Total Return, at Net Asset Value2 | 31.74% | (8.10)% | 16.63% | 11.30% | 3.11% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $731,463 | $631,398 | $785,379 | $772,594 | $715,328 |
Average net assets (in thousands) | $711,914 | $740,691 | $788,342 | $725,836 | $757,218 |
Ratios to average net assets:3 | |||||
Net investment income | 0.86% | 0.78% | 0.87% | 0.94% | 0.80% |
Expenses excluding specific expenses listed below | 1.07% | 1.05% | 1.03% | 1.04% | 1.03% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 1.07% | 1.05% | 1.03% | 1.04% | 1.03% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.05% | 1.05% 6 | 1.03% 6 | 1.04% 6 | 1.03% 6 |
Portfolio turnover rate7 | 43% | 65% | 35% | 33% | 44% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.07% |
Year Ended December 31, 2018 | 1.05% |
Year Ended December 31, 2017 | 1.03% |
Year Ended December 31, 2016 | 1.04% |
Year Ended December 31, 2015 | 1.03% |
6. | Waiver was less than 0.005%. |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Main Street Fund®
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VIMST-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||
Series I shares | Series II shares | |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None |
... | ||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
... |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||
Series I shares | Series II shares | |
Management Fees | 0.68% | 0.68% |
... | ||
Distribution and/or Service (12b-1) Fees | None | 0.25 |
... | ||
Other Expenses | 0.18 | 0.18 |
... | ||
Total Annual Fund Operating Expenses | 0.86 | 1.11 |
... | ||
Fee Waiver and/or Expense Reimbursement1 | 0.06 | 0.06 |
... | ||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.80 | 1.05 |
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Series I and Series II shares to 0.80% and 1.05%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021. During its 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 82 | $268 | $471 | $1,055 |
... | ||||
Series II shares | $107 | $347 | $606 | $1,346 |
... |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (5/1/1998) | 26.47% | 7.54% | 12.45% |
... | |||
Series II shares: Inception (7/16/2001) | 26.13 | 7.27 | 12.17 |
... | |||
Russell 2000® Index (reflects no deductions for fees, expenses or taxes) | 25.52 | 8.23 | 11.83 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Matthew P. Ziehl | Portfolio Manager (co-lead) | 2019 (predecessor fund 2009) |
... | ||
Adam Weiner | Portfolio Manager (co-lead) | 2019 (predecessor fund 2013) |
... | ||
Raymond Anello | Portfolio Manager | 2019 (predecessor fund 2011) |
... | ||
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) |
... | ||
Raman Vardharaj | Portfolio Manager | 2019 (predecessor fund 2009) |
... |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 Fund’s expense ratio. |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | Equity REITs. Equity REITs are companies that primarily invest in real property and derive income mainly from the collection of rents. Equity REITs may also realize capital gains by investing in and selling proper- ties that have appreciated in value. |
■ | Mortgage REITs. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. |
■ | Hybrid REITs. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. |
■ | 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 Fund’s operations, Mr. Ziehl managed the predecessor fund since 2009 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 Fund’s 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 Fund’s operations, Mr. Anello managed the predecessor fund since 2011 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 Fund’s 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 Fund’s |
operations, Ms. 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 Fund’s operations, Mr. Krantz 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 Fund’s operations, Mr. Vardharaj managed the predecessor fund since 2009 and was associated with OppenheimerFunds, a global asset management firm, since 2009. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 20.36 | $ 25.79 | $ 24.08 | $ 21.32 | $ 26.56 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.11 | 0.07 | 0.07 | 0.16 | 0.12 |
Net realized and unrealized gain (loss) | 5.06 | (2.07) | 3.22 | 3.55 | (1.28) |
Total from investment operations | 5.17 | (2.00) | 3.29 | 3.71 | (1.16) |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.05) | (0.08) | (0.22) | (0.11) | (0.23) |
Distributions from net realized gain | (2.16) | (3.35) | (1.36) | (0.84) | (3.85) |
Total dividends and/or distributions to shareholders | (2.21) | (3.43) | (1.58) | (0.95) | (4.08) |
Net asset value, end of period | $ 23.32 | $ 20.36 | $ 25.79 | $ 24.08 | $ 21.32 |
Total Return, at Net Asset Value2 | 26.47% | (10.32)% | 14.15% | 18.05% | (5.90)% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $109,695 | $123,962 | $152,617 | $145,428 | $129,104 |
Average net assets (in thousands) | $118,599 | $150,279 | $150,376 | $130,889 | $134,932 |
Ratios to average net assets:3 | |||||
Net investment income | 0.49% | 0.28% | 0.28% | 0.74% | 0.49% |
Expenses excluding specific expenses listed below | 0.86% | 0.83% | 0.80% | 0.81% | 0.80% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 0.86% | 0.83% | 0.80% | 0.81% | 0.80% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.80% | 0.80% | 0.80% 6 | 0.80% | 0.80% 6 |
Portfolio turnover rate7 | 36% | 45% | 42% | 65% | 43% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.86% |
Year Ended December 31, 2018 | 0.83% |
Year Ended December 31, 2017 | 0.80% |
Year Ended December 31, 2016 | 0.81% |
Year Ended December 31, 2015 | 0.80% |
6. | Waiver was less than 0.005%. |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 20.03 | $ 25.42 | $ 23.75 | $ 21.05 | $ 26.26 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.05 | 0.01 | 0.01 | 0.10 | 0.06 |
Net realized and unrealized gain (loss) | 4.97 | (2.03) | 3.18 | 3.49 | (1.25) |
Total from investment operations | 5.02 | (2.02) | 3.19 | 3.59 | (1.19) |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | 0.00 | (0.02) | (0.16) | (0.05) | (0.17) |
Distributions from net realized gain | (2.16) | (3.35) | (1.36) | (0.84) | (3.85) |
Total dividends and/or distributions to shareholders | (2.16) | (3.37) | (1.52) | (0.89) | (4.02) |
Net asset value, end of period | $ 22.89 | $ 20.03 | $ 25.42 | $ 23.75 | $ 21.05 |
Total Return, at Net Asset Value2 | 26.13% | (10.54)% | 13.91% | 17.67% | (6.09)% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $605,327 | $735,969 | $935,793 | $922,037 | $856,719 |
Average net assets (in thousands) | $772,788 | $911,784 | $919,475 | $850,883 | $927,514 |
Ratios to average net assets:3 | |||||
Net investment income | 0.25% | 0.03% | 0.03% | 0.49% | 0.24% |
Expenses excluding specific expenses listed below | 1.11% | 1.08% | 1.05% | 1.06% | 1.05% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 1.11% | 1.08% | 1.05% | 1.06% | 1.05% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.05% | 1.05% | 1.05% 6 | 1.05% | 1.05% 6 |
Portfolio turnover rate7 | 36% | 45% | 42% | 65% | 43% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.11% |
Year Ended December 31, 2018 | 1.08% |
Year Ended December 31, 2017 | 1.05% |
Year Ended December 31, 2016 | 1.06% |
Year Ended December 31, 2015 | 1.05% |
6. | Waiver was less than 0.005%. |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Main Street Small Cap Fund®
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VIMSS-PRO-1 |
Prospectus | April 30, 2020 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Series I shares | Series II shares | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | ||
... | ||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | ||
... |
1 | Invesco Advisers, Inc. (“Invesco” or the “Adviser”) has contractually agreed to waive advisory fees and/or reimburse expenses of Series I and Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding Acquired Fund Fees and Expenses and certain items discussed below) of Series I and Series II shares to 0.75% and 1.00%, respectively, of the Fund’s average daily net assets (the “expense limits”). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Invesco has also contractually agreed to waive a portion of the Fund’s management fee in an amount equal to the net management fee that Invesco earns on the Fund’s investments in certain affiliated funds, which will have the effect of reducing Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreements, they will terminate on May 31, 2021 and June 30, 2021, respectively. 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 of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Series I shares | $ 77 | $272 | $484 | $1,094 |
... | ||||
Series II shares | $102 | $350 | $618 | $1,384 |
... |
■ | Domestic and foreign corporate debt obligations; |
■ | Domestic and foreign government debt obligations, including U.S. government securities; |
■ | Mortgage-related securities; |
■ | Asset-backed securities; and |
■ | Other debt obligations. |
Average Annual Total Returns (for the periods ended December 31, 2019) | |||
1
Year |
5
Years |
10
Years |
|
Series I shares: Inception (4/3/1985) | 9.53% | 3.40% | 5.36% |
... | |||
Series II shares: Inception (5/1/2002) | 9.25 | 3.15 | 5.11 |
... | |||
Bloomberg Barclays U.S. Credit Index (reflects no deductions for fees, expenses or taxes) | 13.80 | 4.39 | 5.32 |
... | |||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) | 8.72 | 3.05 | 3.75 |
... | |||
FTSE Broad Investment Grade Bond Index (reflects no deduction for fees, expenses or taxes) | 8.86 | 3.08 | 3.73 |
... |
Portfolio Managers | Title | Length of Service on the Fund |
Matthew Brill | Portfolio Manager | 2020 |
... | ||
Michael Hyman | Portfolio Manager | 2019 |
... | ||
Todd Schomberg | Portfolio Manager | 2020 |
... |
■ | 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 Fund’s 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. Additionally, 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 and the Fund’s investments in new securities may be at lower yields and may reduce the Fund’s 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. | |
■ | 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 bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. |
■ | 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 Fund’s income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the 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 issuer’s credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuer’s securities. |
■ | 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 Fund’s 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 Fund might have difficulty selling them promptly at an acceptable price. |
■ | 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 security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | 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 security’s 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 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 Fund buys those securities at a premium, accelerated prepayments on those securities could cause the 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 security’s 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. | |
■ | 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. |
■ | pass-through certificates issued or guaranteed by Government National Mortgage Association (Ginnie Mae), Federal National Mortgage Association (Fannie Mae), or Federal Home Loan Mortgage Corporation (Freddie Mac); |
■ | unsecuritized mortgage loans insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs; |
■ | unsecuritized conventional mortgages; |
■ | other mortgage-related securities; or |
■ | any combination of these. |
■ | 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 Fund’s expense ratio. |
■ | 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. |
■ | 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 company’s 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 Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | 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 adviser’s 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. |
■ | 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 Fund’s net asset value is calculated. If such time zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s 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 Fund’s holdings. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 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 security’s price will likely increase when interest rates fall and decrease when interest rates rise. Convertible securities may offer the |
■ | Matthew Brill, Portfolio Manager, who has been responsible for the Fund since 2020 and has been associated with Invesco and/or its affiliates since 2013. |
■ | Michael Hyman, Portfolio Manager, who has been responsible for the Fund since 2019 and has been associated with Invesco and/or its affiliates since 2013. |
■ | Todd Schomberg, Portfolio Manager, who has been responsible for the Fund since 2020 and has been associated with Invesco and/or its affiliates since 2016. From 2008 to 2016, he served as a Portfolio Manager and Vice President at Voya Investment Management. |
Series I Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 7.49 | $ 7.83 | $ 7.67 | $ 7.71 | $ 7.96 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.23 | 0.25 | 0.19 | 0.23 | 0.27 |
Net realized and unrealized gain (loss) | 0.48 | (0.33) | 0.16 | 0.02 | (0.19) |
Total from investment operations | 0.71 | (0.08) | 0.35 | 0.25 | 0.08 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.27) | (0.26) | (0.19) | (0.29) | (0.33) |
Net asset value, end of period | $ 7.93 | $ 7.49 | $ 7.83 | $ 7.67 | $ 7.71 |
Total Return, at Net Asset Value2 | 9.53% | (1.02)% | 4.59% | 3.27% | 0.96% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $73,160 | $74,929 | $81,481 | $83,405 | $85,160 |
Average net assets (in thousands) | $74,141 | $77,723 | $83,239 | $87,039 | $89,919 |
Ratios to average net assets:3 | |||||
Net investment income | 2.99% | 3.35% | 2.38% | 2.96% | 3.46% |
Expenses excluding specific expenses listed below | 0.89% | 0.87% | 0.85% | 0.84% | 0.82% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 0.89% | 0.87% | 0.85% | 0.84% | 0.82% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% |
Portfolio turnover rate6,7 | 93% | 64% | 86% | 79% | 73% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 0.90% |
Year Ended December 31, 2018 | 0.87% |
Year Ended December 31, 2017 | 0.85% |
Year Ended December 31, 2016 | 0.85% |
Year Ended December 31, 2015 | 0.83% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2019 | $488,722,598 | $507,909,671 |
Year Ended December 31, 2018 | $641,318,699 | $653,537,737 |
Year Ended December 31, 2017 | $679,964,368 | $662,714,451 |
Year Ended December 31, 2016 | $672,031,328 | $673,808,454 |
Year Ended December 31, 2015 | $697,962,198 | $709,720,690 |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
Series II Shares |
Year
Ended
December 31, 2019 |
Year
Ended
December 31, 2018 |
Year
Ended
December 31, 2017 |
Year
Ended
December 31, 2016 |
Year
Ended
December 31, 2015 |
Per Share Operating Data | |||||
Net asset value, beginning of period | $ 7.39 | $ 7.73 | $ 7.57 | $ 7.61 | $ 7.86 |
Income (loss) from investment operations: | |||||
Net investment income1 | 0.21 | 0.23 | 0.16 | 0.21 | 0.25 |
Net realized and unrealized gain (loss) | 0.47 | (0.33) | 0.17 | 0.02 | (0.19) |
Total from investment operations | 0.68 | (0.10) | 0.33 | 0.23 | 0.06 |
Dividends and/or distributions to shareholders: | |||||
Dividends from net investment income | (0.25) | (0.24) | (0.17) | (0.27) | (0.31) |
Net asset value, end of period | $ 7.82 | $ 7.39 | $ 7.73 | $ 7.57 | $ 7.61 |
Total Return, at Net Asset Value2 | 9.25% | (1.31)% | 4.38% | 3.05% | 0.70% |
Ratios/Supplemental Data | |||||
Net assets, end of period (in thousands) | $47,239 | $46,391 | $51,030 | $53,350 | $52,519 |
Average net assets (in thousands) | $51,196 | $47,731 | $52,525 | $52,738 | $54,016 |
Ratios to average net assets:3 | |||||
Net investment income | 2.75% | 3.10% | 2.13% | 2.70% | 3.21% |
Expenses excluding specific expenses listed below | 1.14% | 1.12% | 1.10% | 1.09% | 1.07% |
Interest and fees from borrowings4 | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Total expenses5 | 1.14% | 1.12% | 1.10% | 1.09% | 1.07% |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% |
Portfolio turnover rate6,7 | 93% | 64% | 86% | 79% | 73% |
1. | Calculated based on the average shares outstanding during the period. |
2. | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from fund fees and expenses were as follows: |
Year Ended December 31, 2019 | 1.15% |
Year Ended December 31, 2018 | 1.12% |
Year Ended December 31, 2017 | 1.10% |
Year Ended December 31, 2016 | 1.10% |
Year Ended December 31, 2015 | 1.08% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2019 | $488,722,598 | $507,909,671 |
Year Ended December 31, 2018 | $641,318,699 | $653,537,737 |
Year Ended December 31, 2017 | $679,964,368 | $662,714,451 |
Year Ended December 31, 2016 | $672,031,328 | $673,808,454 |
Year Ended December 31, 2015 | $697,962,198 | $709,720,690 |
7. | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
By Mail: |
Invesco Distributors,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our website: www.invesco.com/us |
Invesco
Oppenheimer V.I. Total Return Bond Fund
SEC 1940 Act file number: 811-07452 |
invesco.com/us | O-VITRB-PRO-1 |
Statement of Additional Information |
April 30, 2020 |
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, collectively the Funds) of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (Trust) listed below. Each Fund offers Series I and Series II shares as follows:
Fund |
Series I |
Series II |
Invesco V.I. American Franchise Fund |
Series I |
Series II |
Invesco V.I. American Value Fund |
Series I |
Series II |
Invesco V.I. Balanced-Risk Allocation Fund |
Series I |
Series II |
Invesco V.I. Comstock Fund |
Series I |
Series II |
Invesco V.I. Core Equity Fund |
Series I |
Series II |
Invesco V.I. Core Plus Bond Fund |
Series I |
Series II |
Invesco V.I. Diversified Dividend Fund |
Series I |
Series II |
Invesco V.I. Equally-Weighted S&P 500 Fund |
Series I |
Series II |
Invesco V.I. Equity and Income Fund |
Series I |
Series II |
Invesco V.I. Global Core Equity Fund |
Series I |
Series II |
Invesco V.I. Global Real Estate Fund |
Series I |
Series II |
Invesco V.I. Government Money Market Fund |
Series I |
Series II |
Invesco V.I. Government Securities Fund |
Series I |
Series II |
Invesco V.I. Growth and Income Fund |
Series I |
Series II |
Invesco V.I. Health Care Fund |
Series I |
Series II |
Invesco V.I. High Yield Fund |
Series I |
Series II |
Invesco V.I. International Growth Fund |
Series I |
Series II |
Invesco V.I. Managed Volatility Fund |
Series I |
Series II |
Invesco V.I. Mid Cap Core Equity Fund |
Series I |
Series II |
Invesco V.I. S&P 500 Index Fund |
Series I |
Series II |
Invesco V.I. Small Cap Equity Fund |
Series I |
Series II |
Invesco V.I. Technology Fund |
Series I |
Series II |
Invesco V.I. Value Opportunities Fund |
Series I |
Series II |
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed above. Portions of each Fund's financial statements are incorporated into this SAI by reference to such Fund's most recent Annual Report to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for any Fund listed above from an authorized dealer or by writing to:
Invesco Distributors, Inc. P.O. Box 219078
Kansas City, Missouri 64121-9078 or by calling (800) 959-4246
or on the Internet: http://www.invesco.com/us
This SAI, dated April 30, 2020, relates to Series I and Series II shares of each Fund's prospectus dated April 30, 2020.
The Trust has established other funds which are offered by separate prospectuses and SAIs. Any reference to the term "Fund" or "Funds" throughout this SAI refers to each Fund named above unless otherwise indicated.
STATEMENT OF ADDITIONAL INFORMATION |
|
TABLE OF CONTENTS |
|
|
Page |
GENERAL INFORMATION ABOUT THE TRUST ....................................................................................... |
1 |
Fund History .............................................................................................................................................. |
1 |
Shares of Beneficial Interest ..................................................................................................................... |
2 |
Share Certificates ...................................................................................................................................... |
4 |
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS ............................................. |
4 |
Classification ............................................................................................................................................. |
4 |
Investment Strategies and Risks............................................................................................................... |
4 |
Equity Investments................................................................................................................................. |
4 |
Foreign Investments .............................................................................................................................. |
7 |
Exchange-Traded Funds ..................................................................................................................... |
13 |
Exchange-Traded Notes...................................................................................................................... |
14 |
Debt Investments ................................................................................................................................. |
14 |
Other Investments................................................................................................................................ |
31 |
Investment Techniques........................................................................................................................ |
37 |
Derivatives ........................................................................................................................................... |
44 |
Receipt of Issuer's Nonpublic Information............................................................................................... |
59 |
Cybersecurity Risk................................................................................................................................... |
60 |
Natural Disaster/Epidemic Risk............................................................................................................... |
60 |
Fund Policies ........................................................................................................................................... |
60 |
Portfolio Turnover .................................................................................................................................... |
64 |
Policies and Procedures for Disclosure of Fund Holdings ...................................................................... |
65 |
MANAGEMENT OF THE TRUST............................................................................................................... |
68 |
Board of Trustees .................................................................................................................................... |
68 |
Management Information ........................................................................................................................ |
75 |
Committee Structure ............................................................................................................................ |
77 |
Trustee Ownership of Fund Shares..................................................................................................... |
79 |
Compensation...................................................................................................................................... |
79 |
Retirement Policy................................................................................................................................. |
79 |
Pre-Amendment Retirement Plan For Trustees .................................................................................. |
79 |
Amendment of Retirement Plan and Conversion to Defined Contribution Plan.................................. |
80 |
Deferred Compensation Agreements .................................................................................................. |
80 |
Code of Ethics ......................................................................................................................................... |
81 |
Proxy Voting Policies............................................................................................................................... |
81 |
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES ................................................... |
82 |
INVESTMENT ADVISORY AND OTHER SERVICES ............................................................................... |
82 |
Investment Adviser .................................................................................................................................. |
82 |
Investment Sub-Advisers ........................................................................................................................ |
87 |
Services to the Subsidiary....................................................................................................................... |
88 |
Service Agreements ................................................................................................................................ |
88 |
Other Service Providers .......................................................................................................................... |
89 |
Securities Lending Arrangements ........................................................................................................... |
90 |
Portfolio Managers .................................................................................................................................. |
92 |
BROKERAGE ALLOCATION AND OTHER PRACTICES........................................................................ |
92 |
Brokerage Transactions .......................................................................................................................... |
92 |
Commissions ........................................................................................................................................... |
93 |
Broker Selection ...................................................................................................................................... |
94 |
Directed Brokerage (Research Services)................................................................................................ |
96 |
Affiliated Transactions ............................................................................................................................. |
96 |
Regular Brokers....................................................................................................................................... |
97 |
i |
|
Allocation of Portfolio Transactions ......................................................................................................... |
97 |
Allocation of Initial Public Offering (IPO) Transactions ........................................................................... |
97 |
PURCHASE, REDEMPTION AND PRICING OF SHARES....................................................................... |
97 |
Calculation of Net Asset Value................................................................................................................ |
98 |
Redemptions In Kind ............................................................................................................................. |
100 |
Payments to Participating Insurance Companies and/or their Affiliates ............................................... |
101 |
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS............................................................................. |
101 |
Dividends and Distributions................................................................................................................... |
101 |
Tax Matters............................................................................................................................................ |
102 |
DISTRIBUTION OF SECURITIES............................................................................................................ |
115 |
Distributor .............................................................................................................................................. |
115 |
Distribution Plan .................................................................................................................................... |
115 |
FINANCIAL STATEMENTS ..................................................................................................................... |
116 |
APPENDICES: |
|
RATINGS OF DEBT SECURITIES .......................................................................................................... |
A-1 |
PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN |
|
ONGOING BASIS..................................................................................................................................... |
B-1 |
TRUSTEES AND OFFICERS ................................................................................................................... |
C-1 |
TRUSTEE COMPENSATION TABLE...................................................................................................... |
D-1 |
PROXY VOTING POLICIES AND PROCEDURES ................................................................................. |
E-1 |
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES ................................................. |
F-1 |
MANAGEMENT FEES.............................................................................................................................. |
G-1 |
PORTFOLIO MANAGERS ....................................................................................................................... |
H-1 |
ADMINISTRATIVE SERVICES FEES...................................................................................................... |
I-1 |
BROKERAGE COMMISSIONS AND COMMISSIONS ON AFFILIATED TRANSACTIONS ................. |
J-1 |
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF |
|
REGULAR BROKERS OR DEALERS..................................................................................................... |
K-1 |
CERTAIN FINANCIAL INTERMEDIARIES THAT RECEIVE ONE OR MORE TYPES |
|
OF PAYMENTS ........................................................................................................................................ |
L-1 |
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLAN......... |
M-1 |
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN................................ |
N-1 |
ii
GENERAL INFORMATION ABOUT THE TRUST
Fund History
AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized as a Maryland corporation on January 22, 1993 and re-organized as a Delaware statutory trust on May 1, 2000. Under the Trust's Agreement and Declaration of Trust, as amended (the Trust Agreement), the Board of Trustees of the Trust (the Board) is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.
Prior to April 30, 2010, the Trust was known as AIM Variable Insurance Funds and the Funds were known as AIM V.I. Basic Value Fund, AIM V.I. Core Equity Fund, AIM V.I. Diversified Income Fund, AIM V.I. Global Health Care Fund, AIM V.I. Global Real Estate Fund, AIM V.I. Government Securities Fund, AIM V.I. High Yield Fund, AIM V.I. International Growth Fund, AIM V.I. Mid Cap Core Equity Fund, AIM V.I. Money Market Fund, AIM V.I. Small Cap Equity Fund, AIM V.I. Technology Fund and AIM V.I. Utilities Fund.
Prior to April 30, 2018, Invesco V.I. Health Care Fund was known as Invesco V.I. Global Health Care Fund. Prior to April 29, 2016, Invesco V.I. Government Money Market Fund was known as Invesco V.I. Money Market Fund. Prior to April 30, 2015, Invesco V.I. Core Plus Bond Fund was known as Invesco V.I. Diversified Income Fund. Prior to April 30, 2014, Invesco V.I. Managed Volatility Fund was known as Invesco V.I. Utilities Fund. Prior to April 29, 2013, Invesco V.I. Value Opportunities was known as Invesco Van Kampen V.I. Value Opportunities Fund. Prior to April 30, 2012, Invesco Van Kampen V.I. Value Opportunities Fund was known as Invesco V.I. Basic Value Fund.
On June 1, 2010, each Fund below assumed the assets and liabilities of its predecessor fund (each a predecessor fund, collectively, the predecessor funds) as shown below.
Fund |
Predecessor Fund |
Invesco V.I. American Franchise Fund |
Van Kampen LIT Capital Growth Portfolio |
Invesco V.I. American Value Fund |
Van Kampen UIF U.S. Mid Cap Value Portfolio |
Invesco V.I. Comstock Fund |
Van Kampen LIT Comstock Portfolio |
Invesco V.I. Diversified Dividend Fund |
Morgan Stanley Variable Investment Series |
|
Dividend Growth Portfolio |
Invesco V.I. Equity and Income Fund |
Van Kampen UIF Equity and Income Portfolio |
Invesco V.I. Equally-Weighted S&P 500 Fund |
Morgan Stanley Select Dimensions Investment |
|
Series Equally-Weighted S&P 500 Portfolio |
Invesco V.I. Global Core Equity Fund |
Van Kampen UIF Global Value Equity Portfolio |
Invesco V.I. Growth and Income Fund |
Van Kampen LIT Growth and Income Portfolio |
Invesco V.I. S&P 500 Index Fund |
Morgan Stanley Variable Investment Series S&P |
|
500 Index Portfolio |
All historical financial information and other information contained in this SAI for periods prior to June 1, 2010 relating to each former Morgan Stanley and Van Kampen Fund (or any classes thereof) is that of its predecessor fund (or the corresponding classes thereof).
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Shares of Beneficial Interest
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.
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 Trust's 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 Trust's 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.
The Trust understands that insurance company separate accounts owning shares of the Funds will vote their shares in accordance with the instructions received from owners of variable annuity contracts and variable life insurance policies (Contract Owners), annuitants and beneficiaries. Fund shares held by a separate account as to which no instructions have been received will be voted for or against any proposition, or in abstention, in the same proportion as the shares of that separate account as to which instructions have been received. Fund shares held by a separate account that are not attributable to Contract Owners will also be voted for or against any proposition in the same proportion as the shares for which voting instructions are received by that separate account. If an insurance company determines, however, that it is permitted to vote any such shares of the Funds in its own right, it may elect to do so, subject to the then current interpretation of the 1940 Act and the rules thereunder.
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 class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class's distribution plan.
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Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of a Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of that Fund or class is required. Shareholders of a Fund or class are not entitled to vote on any matter which does not affect that Fund or class but that requires a separate vote of another Fund or class. An example of a matter that would be voted on separately by shareholders of each Fund is the approval of the advisory agreement with Invesco Advisers, Inc. (the Adviser or Invesco). When issued, shares of each Fund are fully paid and nonassessable, have no preemptive, conversion or subscription rights, and are freely transferable. Shares do not have cumulative voting rights in connection with the election of Trustees or on any other matter.
Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of private for-profit corporations organized under Delaware law. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state, which does not recognize such limited liability, were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder personal liability for the debts, liabilities, obligations and expenses of the Trust and requires that every undertaking of the Trust or the Board relating to the Trust or any Fund include a recitation limiting such obligation to the Trust and its assets or to one or more Funds and the assets belonging thereto. The Trust Agreement provides for indemnification out of the property of a Fund (or Class, as applicable) for all losses and expenses of any shareholder of such Fund held personally liable solely on account of being or having been a shareholder.
The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust or applicable Fund (Disabling Conduct). The Trust's 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 Trust's 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 Trust's 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.
Share Certificates
Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued. 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
Classification
The Trust is an open-end management investment company. Each of the Funds is "diversified" for purposes of the 1940 Act.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in each Fund's Prospectus. Where a particular type of security or investment technique is not discussed in a Fund's Prospectus, that security or investment technique is not a principal investment strategy.
A Fund may invest in all of the following types of investments (except where otherwise indicated). 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, as well as securities and techniques not described. A Fund's transactions in a particular type of security or use of a particular technique is subject to limitations imposed by a Fund's investment objective(s), policies and restrictions described in that Fund's prospectus and/or this SAI, as well as the federal securities laws.
Any percentage limitations relating to the composition of a Fund's portfolio identified in a Fund's 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 investments holdings, or reduce its borrowings, if any, in response to fluctuations in the value of such holdings.
Invesco V.I. Balanced-Risk Allocation Fund will seek to gain exposure to commodities primarily through investments in the Invesco Cayman Commodity Fund IV Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the Subsidiary). The Fund may invest up to 25% of its total assets in the Subsidiary.
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.
Equity Investments
Common Stock. Each Fund (except Invesco V.I. Government Money Market Fund, Invesco V.I. Government Securities Fund and Invesco V.I. High Yield Fund) may invest in 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
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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. Each Fund (except Invesco V.I. Government Money Market Fund and Invesco V.I. Government Securities Fund) may invest in preferred stock. Preferred stock, unlike common stock, often offers a specified dividend rate payable from a company's earnings. Preferred stock also generally has a preference over common stock on the distribution of a company's assets in the event the company is liquidated or declares bankruptcy; however, the rights of preferred stockholders on the distribution of a company's assets in the event of a liquidation or bankruptcy are generally subordinate to the rights of the company's 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 issuer's common stock. Preferred stock may be "participating," which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the interest to be paid is set by auction and will often be reset at stated intervals.
Convertible Securities. Each Fund (except Invesco V.I. Government Money Market Fund and Invesco V.I. Government Securities Fund) may invest in 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 Fund's 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 corporation's capital structure and, therefore, generally entail less risk than the corporation's common stock. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer's 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 issuer's 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.
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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 Fund's financial reporting, credit rating and investment limitation purposes.
Contingent Convertible Securities (CoCos). CoCos (also referred to as contingent capital securities) are a form of hybrid fixed income security typically issued by non-U.S. banks that may either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage upon the occurrence of a "trigger" event, such as if (a) the issuer's capital ratio falls below a specified level or (b) certain regulatory events, such as a change in regulatory capital requirements, affect the issuer's 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 issuer's discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses. Additionally, certain call provisions permit an issuer to repurchase CoCos if the regulatory environment or tax treatment of the security (e.g., tax deductibility of interest payments) changes. This may result in a potential loss to the Fund if the price at which the issuer calls or repurchases the CoCos is lower than the initial purchase price by the Fund.
CoCos are subordinate in rank to traditional convertible securities and other debt obligations of an issuer in the issuer's capital structure, and therefore, CoCos entail more risk than an issuer's 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 issuer's 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.
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Enhanced Convertible Securities. Certain Funds may invest in 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 security's term or at maturity.
Synthetic Convertible Securities. Certain Funds may invest in 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 Fund's 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. Each Fund (except Invesco V.I. Government Money Market Fund and Invesco V.I. Government Securities Fund) may invest in alternative entity securities, which are the securities of entities that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar to common or preferred stock of corporations.
Foreign Investments
Foreign Securities. Each Fund may invest in foreign securities. Invesco V.I. Balanced-Risk Allocation Fund may invest up to 100% of its assets in foreign securities. Invesco V.I. Core Plus Bond Fund may invest up to 30% of its net assets in foreign debt securities, all of which may be in emerging market debt securities, and up to 20% of the Fund's net assets may be denominated in non-US dollars.
Foreign securities are equity or debt securities issued by issuers outside the United States, 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
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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 particular country or in a country in a particular region/continent.
Investments by a Fund in foreign securities, including ADRs, EDRs or GDRs, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below in addition to those accompanying an investment in issuers in the U.S.
Currency Risk. The value in U.S. dollars of a Fund's non-dollar denominated foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign security decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated and increases when the value of the U.S. dollar falls against such currency.
Political and Economic Risk. The economies of many of the countries in which the Funds may invest may not be as developed as that of the United States' economy and may be subject to significantly different forces. Political, economic or social instability and development, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds' investments.
Regulatory Risk. Foreign companies may not be registered with the SEC and are generally not subject to the regulatory controls and disclosure requirements imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Therefore, financial information about foreign companies may be incomplete, or may not be comparable to the information available on U.S. companies. Income from foreign securities owned by the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds' shareholders.
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There is generally less government supervision and regulation of securities exchanges, brokers, dealers, and listed companies in foreign countries than in the U.S., thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Foreign markets may also have different clearance and settlement procedures. If a Fund experiences settlement problems it may result in temporary periods when a portion of the Fund's assets are uninvested and could cause the Fund to miss attractive investment opportunities or a potential liability to the Fund arising out of the Fund's inability to fulfill a contract to sell such securities.
Market Risk. Investing in foreign markets generally involves certain risks not typically associated with investing in the United States. The securities markets in many foreign countries will have substantially lower trading volume than the United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Obtaining and/or enforcing judgments in foreign countries may be more difficult, and there is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers, each of which may make it more difficult to enforce contractual obligations. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may also be associated with the maintenance of assets in foreign jurisdictions. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States.
Risks of Developing/Emerging Markets Countries. Each Fund below may invest in securities of companies located in developing and emerging markets countries with respect to net assets in the following percentages:
Fund |
Percentage |
Invesco V.I. American Franchise Fund |
up to 10% |
Invesco V.I. Comstock Fund |
up to 25% |
Invesco V.I. Core Equity Fund |
up to 5% |
Invesco V.I. Core Plus Bond Fund |
up to 30% |
Invesco V.I. Global Core Equity Fund |
up to 20% |
Invesco V.I. Global Real Estate Fund |
up to 20% |
Invesco V.I. Government Securities Fund |
up to 5% |
Invesco V.I. Health Care Fund |
up to 20% |
Invesco V.I. High Yield Fund |
up to 15% |
Invesco V.I. International Growth Fund |
(see prospectus) |
Invesco V.I. Managed Volatility Fund |
up to 5% |
Invesco V.I. Mid Cap Core Equity Fund |
up to 25% |
Invesco V.I. Small Cap Equity Fund |
up to 5% |
Invesco V.I. Technology Fund |
up to 50% |
Invesco V.I. Value Opportunities Fund |
up to 25% |
Unless a Fund's 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 country's 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:
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i.Restriction, to varying degrees, on foreign investment in stocks;
ii.Repatriation of investment income, capital, and the proceeds of sales in foreign countries may require foreign governmental registration and/or approval;
iii.Greater risk of fluctuation in value of foreign investments due to changes in currency exchange rates, currency control regulations or currency devaluation;
iv.Inflation and rapid fluctuations in inflation rates may have negative effects on the economies and securities markets of certain developing and emerging markets countries;
v.Many of the developing and emerging markets countries' securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility; and
vi.There is a risk in developing and emerging markets countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies.
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 Fund's 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 depositary 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 Fund's name as the beneficial owner. It is possible, therefore, that a Fund's 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
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return any profits obtained from the purchase and sale of those shares if both transactions occur within a six-month period. If an investor holds 5% or more of the total shares issued by a China A-share issuer, whether or not such shares were acquired through the Stock Connect program, 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 Fund's profits may be subject to these limitations.
Risks of Investments in the China Interbank Bond Market through the Bond Connect Program. Certain Funds may invest in China onshore bonds traded on the China Interbank Bond Market ("CIBM") through the China – Hong Kong Bond Connect Program ("Bond Connect"). In China, the Hong Kong Monetary Authority Central Moneymarkets Unit holds Bond Connect securities on behalf of ultimate investors (such as the Funds) in accounts maintained with a China-based custodian (either the China Central Depository & Clearing Co. or the Shanghai Clearing House). This recordkeeping system subjects a Fund to various risks, including the risks of settlement delays and counterparty default of the China custodian and Hong Kong custody agent. In addition, the Fund may have a limited ability to enforce rights as a bondholder because enforcing the ownership rights of a beneficial holder of Bond Connect securities is untested and courts in China have limited experience in applying the concept of beneficial ownership.
Bond Connect uses the trading infrastructure of both Hong Kong and China and is not available on trading holidays in Hong Kong. As a result, prices of securities purchased through Bond Connect may fluctuate at times when the Fund is unable to add to or exit its position. Securities offered through Bond Connect may lose their eligibility for trading through Bond Connect at any time. If Bond Connect securities lose their eligibility for trading through Bond Connect, they may be sold but can no longer be purchased through Bond Connect.
Because Bond Connect trades are settled in RMB, the Funds investing through Bond Connect must have timely access to a reliable supply of offshore RMB, which cannot be guaranteed.
Market volatility and potential lack of liquidity due to low trading volume of certain bonds on the CIBM may result in prices of such bonds fluctuating significantly, exposing a Fund to liquidity and volatility risks. The bid-ask spreads of the prices of such securities may be large, and a Fund may therefore incur significant costs and may suffer losses when selling such investments. Bonds traded on the CIBM may be difficult or impossible to sell, which may impact a Fund's ability to acquire or dispose of such securities at their expected prices.
Bond Connect is relatively new and its effects on the Chinese interbank bond market are uncertain. Trading through Bond Connect is performed through newly developed trading platforms and operational systems, and in the event of systems malfunctions or extreme market conditions, trading via Bond Connect could be disrupted. There can be no assurance as to Bond Connect's continued existence or whether future developments regarding Bond Connect (including further interpretation and guidance provided by regulators in Hong Kong and China) may restrict or adversely affect the Fund's investments or returns. Finally, uncertainties in China tax rules governing taxation of income and gains from investments via Bond Connect could result in unexpected tax liabilities for a Fund.
Foreign Government Obligations. Each Fund (other than Invesco V.I. International Growth Fund, Invesco V.I. Value Opportunities Fund and Invesco V.I. Mid Cap Core Equity Fund) may invest in debt securities of foreign governments. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above under Foreign Securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a country's 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
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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 debtor's ability or willingness to service its debts.
Foreign Exchange Transactions. Each Fund (except Invesco V.I. Government Money Market 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 foreign 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 counterparty's 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. Certain Funds may also engage in foreign exchange transactions, such as forward contracts, for non-hedging purposes to enhance returns. Open positions in forward foreign currency contracts used for non-hedging purposes will be covered by the segregation of a sufficient amount of liquid assets.
A Fund may purchase and sell foreign currency futures contracts and purchase and write foreign currency options to increase or decrease its exposure to different foreign currencies. A Fund may also purchase and write foreign currency options in connection with foreign currency futures contracts or forward foreign currency contracts. Foreign currency futures contracts are traded on exchanges and have standard contract sizes and delivery dates. Most foreign currency futures contracts call for payment or delivery in U.S. dollars. The uses and risks of foreign currency futures contracts are similar to those of futures contracts relating to securities or indices (see Futures Contracts). Foreign currency futures contracts' values can be expected to correlate with exchange rates but may not reflect other factors that affect the value of the Fund's 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 Invesco's or the Sub-Advisers' predictions regarding the movement of foreign currency or securities markets prove inaccurate.
Certain Funds may hold a portion of their assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. Foreign exchange transactions may involve some of the risks of investments in foreign securities. For a discussion of tax considerations relating to foreign currency transactions, see "Dividends,
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Distributions and Tax Matters " Tax Matters " Tax Treatment of Portfolio Transactions " Foreign currency transactions."
Under definitions adopted by the Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC), non-deliverable foreign exchange forwards and OTC foreign exchange options are considered "swaps." These instruments are therefore included in the definition of "commodity interests" for purposes of determining whether the Funds' service providers qualify for certain exemptions and exclusions from regulation by the CFTC. Although forward foreign currency contracts have historically been traded in the OTC market, as swaps they may in the future be regulated to be centrally cleared and traded on public facilities. For more information, see "Forward Foreign Currency Contracts" and "Swaps."
Foreign Bank Obligations. Invesco V.I. Core Plus Bond Fund, Invesco V.I. Government Money Market Fund and Invesco V.I. High Yield may invest in foreign bank obligations. Foreign bank obligations include certificates of deposit, banker's 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.
Invesco V.I. Government Money Market Fund may invest in foreign bank obligations, including Eurodollar obligations and Yankee dollar obligations as follows: (a) Eurodollar Obligations (as defined below), if the domestic parent of the foreign branch issuing the obligation is unconditionally liable in the event that the foreign branch for any reason fails to pay on the Eurodollar obligation; and (b) Yankee Dollar Obligations (as defined below), if the U.S. branch of the foreign bank is subject to the same regulation as U.S. banks. Such investments are limited to the investment restrictions of the Fund as a government money market fund.
Exchange-Traded Funds
Exchange-Traded Funds (ETFs). Each Fund (except Invesco V.I. Government Money Market Fund) may purchase shares of ETFs. Most ETFs are registered under the 1940 Act as investment companies, although others may not be registered as investment companies and are registered as commodity pools. Therefore, a Fund's purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under "Other Investment Companies." ETFs have management fees, which increase their cost. Each Fund may invest in ETFs advised by unaffiliated advisers as well as ETFs advised by Invesco Capital Management LLC (Invesco Capital). Invesco, the Sub-Advisers and Invesco Capital are affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
Generally, ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the performance of a specified market index. The performance results of ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by ETFs. Furthermore, there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a particular index. Some ETFs are actively managed and instead of replicating a particular index, they seek to outperform it or outperform a 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 to 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 ETF's 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
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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 ETF's shares may be halted if the listing exchange's 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
Exchange-Traded Notes (ETNs). Invesco V.I. Balanced-Risk Allocation Fund and Invesco V.I. Core Plus Bond Fund may invest in 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 day's 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 issuer's 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 issuer's credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When Invesco V.I. Balanced-Risk Allocation Fund invests in ETNs (directly or through the Subsidiary) it will bear its proportionate share of any fees and expenses borne by the ETN. A decision by Invesco V.I. Balanced-Risk Allocation Fund or the Subsidiary 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 Invesco V.I. Balanced-Risk Allocation Fund or the Subsidiary 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.
Debt Investments
U.S. Government Obligations. Each Fund may invest in U.S. Government obligations, which are obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, and include
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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 agency's obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to default, a Fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. For example, while the U.S. Government has provided financial support to Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC), no assurance can be given that the U.S. Government will always do so, since the U.S. Government is not so obligated by law. There also is no guarantee that the government would support Federal Home Loan Banks. Accordingly, securities of FNMA, FHLMC and Federal Home Loan Banks, and other agencies, may involve a risk of non-payment of principal and interest. Any downgrade of the credit rating of the securities issued by the U.S. Government may result in a downgrade of securities issued by its agencies or instrumentalities, including government sponsored entities.
Temporary Investments. Each Fund may invest a portion of its assets in affiliated money market funds or in other types of money market instruments in which those funds would invest or other short-term U.S. Government securities for cash management purposes. Each Fund may invest up to 100% of its assets in investments that may be inconsistent with the Fund's principal investment strategies for temporary defensive purposes in anticipation of or in response to adverse market, economic, political or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions. As a result, a Fund may not achieve its investment objective.
Rule 2a-7 Requirements. As permitted by Rule 2a-7 under the 1940 Act, Invesco V.I. Government Money Market Fund, a money market fund, seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. Rule 2a-7 imposes requirements as to the diversification of the Fund, quality of portfolio securities and maturity of the Fund and of individual securities and liquidity of the Fund. The discussion of investments in this SAI is qualified by Rule 2a-7 limitations with respect to Invesco V.I. Government Money Market Fund.
As a "Government Money Market Fund" under Rule 2a-7, Invesco V.I. Government Money Market Fund (1) is permitted to use the amortized cost method of valuation to seek to maintain a $1.00 share price, and (2) must invest at least 99.5% of its total assets in cash, government securities and/or repurchase agreements that are "collateralized fully" (i.e., backed by cash or government securities); and (3) is not subject to a liquidity fee and/or a redemption gate on fund redemptions which might apply to other types of funds should certain triggering events specified in Rule 2a-7 occur . (In conformance with Rule 2a-7, the Board has reserved its ability to change this policy with respect to liquidity fees and/or redemption gates, but such change would only become effective after shareholders were provided with specific advance notice of a change in the Fund's policy and have the opportunity to redeem their shares in accordance with Rule 2a-7 before the policy change became effective.)
Diversification. In summary, Rule 2a-7 requires that a money market fund may not invest in the securities of any issuer if, as a result, more than 5% of the Fund's total assets would be invested in that issuer; provided that, the Fund may invest up to 25% of its total assets in the securities of a single issuer for up to three business days after acquisition. Certain securities are not subject to this diversification requirement. These include: (a) Government Securities; (b) certain repurchase agreements; and (c) shares of certain money market funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or demand feature. (A demand feature is, in summary, a right to sell a security at a price equal to its approximate amortized cost plus accrued interest). Government Security generally means any security issued or guaranteed as to principal or interest by the U.S. Government or certain of its agencies or instrumentalities; or any certificate of deposit for any of the foregoing.
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For purposes of these diversification requirements with respect to issuers of Municipal Securities (defined under the caption Municipal Securities), each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality, and authority thereof, and each multi-state agency of which a state is a member is a separate "issuer." When the assets and revenues of an agency, authority, instrumentality, or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial development bond or private activity bond, if such bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer.
Quality. The Fund may invest only in U.S. dollar denominated securities that are "Eligible Securities" as defined in Rule 2a-7. Rule 2a-7 defines an Eligible Security, in summary, as a security with a remaining maturity of 397 calendar days or less that the Fund's investment adviser (subject to oversight and pursuant to guidelines established by the Board) determines present minimal credit risks to the Fund. The eligibility of a security with a guarantee may be determined based on whether the guarantee is an Eligible Security.
The Fund will limit investments to those which are Eligible Securities at the time of acquisition.
Maturity. Under Rule 2a-7, the Fund may invest only in securities having remaining maturities of 397 calendar days or less. The Fund maintains a dollar-weighted average portfolio maturity of 60 calendar days or less and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 calendar days. The maturity of a security is determined in compliance with Rule 2a-7, which permits, among other things, certain securities bearing adjustable interest rates to be deemed to have a maturity shorter than their stated maturity.
Liquidity. Under Rule 2a-7, a Fund must hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions in light of the Fund's obligations under section 22(e) of the 1940 Act (which forbids the suspension of the right of redemption, or postponement of the date of payment or satisfaction upon redemption for more than seven days after the tender of such security for redemption, subject to specified exemptions) and any commitments the Fund has made to shareholders. In addition, the Fund shall not acquire an illiquid security if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid investments. The Fund shall also not acquire any security other than a Daily Liquid Asset (cash, Government Securities, other securities that will mature or are subject to a demand feature that is exercisable and payable within one business day and, under rule amendments, amounts receivable and unconditionally due within one business day on pending sales of portfolio securities) if, immediately after the acquisition the Fund would have invested less than 10% of its total assets in Daily Liquid Assets. The Fund shall not acquire any security other than a Weekly Liquid Asset (cash, direct obligations of the U.S. Government, Government Securities issued by a person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by the Congress, that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 days or less, securities that will mature or are subject to a demand feature that is exercisable and payable within 5 business days and, under rule amendments, amounts receivable and unconditionally due within 5 business days on pending sales of portfolio securities) if, immediately after the acquisition, the Fund would have invested less than 30% of its total assets in Weekly Liquid Assets.
Mortgage-Backed and Asset-Backed Securities. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Securities Fund, Invesco V.I. Health Care Fund, Invesco V.I. High Yield Fund, Invesco V.I. Technology Fund and Invesco V.I. Managed Volatility Fund may invest in mortgage-backed and asset-backed securities, including commercial mortgage-backed securities (CMBS) and residential mortgage-backed securities (RMBS). Mortgage-backed securities are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by 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 FNMA and FHLMC,
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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 GSE's eligibility criteria, and the performance of the credit risk transfer securities will be directly affected by the selection of such underlying mortgage loans.
GSE credit risk transfer securities are not directly linked to or backed by the underlying mortgage loans. Thus, although the payment of principal and interest on such securities is tied to the performance of the pool of underlying mortgage loans, in no circumstances will the actual cash flow from the underlying mortgage loans be paid or otherwise made available to the holders of the securities and the holders of the securities will have no interest in the underlying mortgage loans. As a result, in the event that a GSE fails to pay principal or interest on its credit risk transfer securities or goes through a bankruptcy, insolvency or similar proceeding, holders of such credit risk transfer securities will have no direct recourse to the underlying mortgage loans. Such holders will receive recovery on par with other unsecured note holders (agency debentures) in such a scenario.
GSE credit risk transfer securities are issued in multiple tranches, which are allocated certain principal repayments and credit losses corresponding to the seniority of the particular tranche. Each tranche will have credit exposure to the underlying mortgage loans and the yield to maturity will be directly related to the amount and timing of certain defined credit events on the underlying mortgage loans, any prepayments by borrowers and any removals of a mortgage loan from the pool. Because credit risk exposure is allocated in accordance with the seniority of the particular tranche, principal losses will be first allocated to the most junior or subordinate tranches, thus making the most subordinate tranches subject to increased sensitivity to dramatic housing downturns. In addition, many credit risk transfer securities have collateral performance triggers (such as those based on credit enhancement, delinquencies or defaults) that could shut off principal payments to subordinate tranches. The risks associated with an investment in GSE credit risk transfer securities will be different than the risks associated with an investment in mortgage- backed securities issued by GSEs, because some or all of the mortgage default or credit risk associated with the underlying mortgage loans in credit risk transfer securities is transferred to investors, such as the
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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 FHLMC's 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 government's 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 security's average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security's 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,
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may also be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-government mortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored by government entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided by a private guarantor, the Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.
Collateralized Mortgage Obligations (CMOs). Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Securities Fund and Invesco V.I. High Yield Fund may invest in 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 FHLMC's 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 FHLMC's 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 FHLMC's 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 CMO's minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.
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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.
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). Each Fund (except Invesco V.I. Government Money Market Fund) may invest in 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 CDO's 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). Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Securities Fund and Invesco V.I. High Yield Fund may invest in CLOs, which 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 the Fund as illiquid investments; 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, the 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). Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund and Invesco V.I. Government Securities Fund may invest in 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
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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. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Money Market Fund and Invesco V.I. Health Care Fund may invest in bank instruments. Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposit, time deposits, and banker's 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 banker's 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. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Money Market Fund and Invesco V.I. High Yield may invest in commercial instruments, including commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars or foreign currencies.
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 corporation's 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 notes upon relatively short notice. Master notes are generally illiquid and therefore subject to the Funds' percentage limitations for illiquid investments. Commercial instruments may not be registered with the SEC.
Synthetic Municipal Instruments. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund and Invesco V.I. Global Real Estate Fund may invest in synthetic municipal instruments, the value of and return on which are derived from underlying securities. The types of synthetic municipal instruments in which a Fund may invest include tender option bonds, trust certificates 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 the Fund. The trustee or custodian receives the long-term fixed rate interest payments on the Underlying Bonds, and pays certificate holders fixed rates or short-term floating or variable interest rates which are reset periodically. A "tender option bond" provides a certificate holder with the conditional right to sell its certificate to the sponsor or some designated third party at specified intervals and receive the par value of the certificate plus accrued interest (a demand feature). A "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"
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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. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Money Market Fund and Invesco V.I. High Yield Fund may invest in 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, issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities.
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 bond's 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 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.
Some bonds may be "callable," allowing the issuer to redeem them before their maturity date. To protect bondholders, callable bonds may be issued with provisions that prevent them from being called for a period of time. Typically, that is 5 to 10 years from the issuance date. When interest rates decline, if the call protection on a bond has expired, it is more likely that the issuer may call the bond. If that occurs, the Fund might have to reinvest the proceeds of the called bond in investments that pay a lower rate of return, which could reduce the Fund's yield.
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Municipal debt securities may also be classified as general obligation or revenue obligations (or "special delegation securities"). General obligation securities are secured by the issuer's 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 obligations is pre-refunded bonds, which are typically issued to refinance debt. In other words, pre-refunded bonds result from the advance refunding 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. However, because pre-refunded bonds are generally collateralized with U.S. Government obligations, such pre-refunded bonds have essentially the same risks of default as a AAA-rated security. The Fund will treat such pre-refunded securities as investment-grade securities, notwithstanding the fact that the issuer of such securities may have a lower rating (such as a below-investment-grade rating) from one or more rating agencies.
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.
Inverse Floating Rate Obligations. 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 a 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 Funds (Residuals). The Floaters have first priority on the cash flow from the bonds held by the TOB Trust and a 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 Fund's 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 Fund's 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 have 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 Trust's municipal bonds. Certain Funds, as applicable, 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 may be less advantageous to a Fund, and may adversely affect the Fund's 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.
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Custodial receipts are underwritten by securities dealers or banks and evidence ownership of future interest payments, principal payments or both on certain municipal securities.
Municipal Lease Obligations. Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Money Market Fund and Invesco V.I. High Yield Fund may invest in municipal lease obligations by purchasing such obligations directly or through participation interests.
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 property's 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 on illiquid investments and the risks of holding illiquid investments.
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 a 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:
∙Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds.
∙Tax Anticipation Notes are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer.
∙Revenue Anticipation 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. In general, they also constitute general obligations of the issuer.
∙Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial paper, except that tax-exempt commercial paper is issued by states, municipalities and their agencies.
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∙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.
∙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 issuer's 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.
∙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.
∙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 serve as a substitute for property taxes.
∙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.
A Fund may purchase and sell securities on a when-issued and delayed delivery basis whereby the Fund buys or sells a security with payment and delivery taking place in the future. The payment obligation and the interest rate are fixed at the time a Fund enters into the commitment. No income accrues on such securities until the date a Fund actually takes delivery of such securities. These transactions are subject to market risk as the value or yield of a security at delivery may be more or less than the purchase price or the yield generally available on securities when delivery occurs. In addition, a Fund is subject to counterparty risk because it relies on the buyer or seller, as the case may be, to consummate the transaction, and failure by the other party to complete the transaction may result in the Fund missing the opportunity of obtaining a price or yield considered to be advantageous. A Fund will only make commitments to purchase such securities with the intention of actually acquiring these securities, but the Fund may sell these securities prior to settlement if it is deemed advisable. No specific limitation exists as to the percentage of a Fund's assets which may be used to acquire securities on a when-issued and delayed delivery basis.
Certain Funds also may purchase participation interests or custodial receipts from financial institutions. These participation interests give the purchaser an undivided interest in one or more underlying Municipal Securities
After purchase by a Fund, an issue of Municipal Securities may cease to be rated by Moody's Investors Service, Inc. (Moody's) 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 a Fund to dispose of the security. To the extent that the ratings applied by Moody's, S&P or another NRSRO to Municipal Securities
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may change as a result of changes in these rating systems, a Fund will attempt to use comparable credit quality ratings as standards for its investments in Municipal Securities.
Since the Funds may invest in Municipal Securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Funds and affect each of their share price.
The Funds may invest in Municipal Securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Funds may invest more than 25% of each of their assets in securities insured by the same insurance company.
The Funds may also invest in taxable municipal securities. Taxable municipal securities are debt securities issued by or on behalf of states and their political subdivisions, the District of Columbia, and possessions of the United States, the interest on which is not exempt from federal income tax.
The yields on Municipal Securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the Municipal Securities market, size of a particular offering, and maturity and rating of the obligation. Because many Municipal Securities are issued to finance similar projects, especially those related to education, health care, transportation and various utilities, conditions in those sectors and the financial condition of an individual municipal issuer can affect the overall municipal market. The market values of the Municipal Securities held by a 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 Moody's 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 Funds 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 it may invest. The Adviser may adjust the average maturity of a Fund's 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 a Fund will change with changes in the value of its portfolio securities. For the Funds that invest primarily in fixed income municipal securities, the net asset value of each 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 a 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, a 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, a Fund may invest more than 25% of its assets in securities insured by the same insurance company. If a 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 security's 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 Dec. 31, 2017.
A Fund may invest in taxable municipal securities, including taxable municipal bonds. 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.
Investment Grade Debt Obligations. Each Fund may invest in U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks and U.S. dollar- denominated obligations of foreign issuers or debt obligations of foreign issuers denominated in foreign currencies. Debt obligations include, among others, bonds, notes, debentures or variable rate demand notes.
The Adviser considers investment grade securities to include: (i) securities rated BBB- or higher by S&P or Baa3 or higher by Moody's 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. 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 issuer's (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 issuer's country; and
(iii)other considerations deemed appropriate.
Debt securities are subject to a variety of risks, such as interest rate risk, income risk, prepayment risk, inflation risk, credit risk, currency risk and default risk.
Non-Investment Grade Debt Obligations (Junk Bonds). Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Health Care Fund and Invesco V.I. High Yield Fund may invest in lower-rated or non-rated debt securities commonly known as junk bonds. Invesco V.I. Balanced-Risk Allocation Fund may invest up to 25% of its total assets in junk bonds, including junk bonds of companies located in developing countries.
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
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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. Descriptions of debt securities ratings are found in Appendix A.
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 issuer's 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 Fund's 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.
Loans, Loan Participations and Assignments. V.I. High Yield Fund may invest, subject to an overall assignments.
Invesco V.I. Core Plus Bond Fund and Invesco 15% limit on loans, in loan participations or
Loans and loan participations are interests in amounts owed by 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. In addition, the Fund's rights to consent to modifications of the loan are limited and it is dependent upon the participating lender to enforce the Fund's rights upon a default. As a result, the Fund will be subject to the credit risk of the borrower, the lender, and the agent 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 loan agreement. In the event of the insolvency of the lender selling a participation, the 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. Credit risks relating to the agent may include delay in receiving payments of principal and interest paid by the borrower to the agent. In the event of the borrower's bankruptcy, the borrower's obligation to repay the loan may be subject to defenses that the borrower can assert as a result of improper conduct by the agent.
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 a Fund could be held liable as a co-lender under emerging legal theories of lender liability. A Fund anticipates 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
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Act of 1934, as amended (the Exchange Act), and therefore a risk exists that purchasers, such as a 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 company's 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 investments are also difficult to value. To the extent a bank loan has been deemed illiquid, it will be subject to a Fund's restrictions on illiquid investments. 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 Fund's 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. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Securities Fund and Invesco V.I. High Yield Fund may invest in structured notes or other 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.
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 security's 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
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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 the Fund.
Investment in Wholly-Owned Subsidiary. Invesco V.I. Balanced-Risk Allocation Fund will invest up to 25% of its total assets in its wholly-owned and controlled Subsidiary, which is expected to invest primarily in commodity swaps and futures and option contracts, as well as fixed income securities and other investments intended to serve as margin or collateral for the Subsidiary's derivative positions. As a result, Invesco V.I. Balanced-Risk Allocation Fund may be considered to be investing indirectly in these investments through the Subsidiary.
The Subsidiary will not be registered under the 1940 Act but will be subject to certain of the investor protections of that Act. Invesco V.I. Balanced-Risk Allocation Fund, as sole shareholder of the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, since Invesco V.I. Balanced-Risk Allocation Fund wholly-owns and controls the Subsidiary, and the Subsidiary is managed by the Adviser, it is unlikely that the Subsidiary will take action contrary to the interests of Invesco V.I. Balanced-Risk Allocation Fund or its shareholders. Invesco V.I. Balanced-Risk Allocation Fund's Trustees have oversight responsibility for the investment activities of Invesco V.I. Balanced-Risk Allocation Fund, including its investments in the Subsidiary, and its role as sole shareholder of the Subsidiary. Also, in managing the Subsidiary's portfolio, the Adviser will be subject to the same investment restrictions and operational guidelines that apply to the management of Invesco V.I. Balanced-Risk Allocation Fund.
Changes in the laws of the United States and/or the Cayman Islands, under which Invesco V.I. Balanced-Risk Allocation Fund and the Subsidiary, respectively, are organized, could result in the inability of Invesco V.I. Balanced-Risk Allocation Fund or the Subsidiary to operate as described in this SAI and could negatively affect Invesco V.I. Balanced-Risk Allocation Fund and its shareholders. For example, the Government of the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Invesco V.I. Balanced-Risk Allocation Fund shareholders would likely suffer decreased investment returns.
Regulation S Securities. Regulation S securities of U.S. and non-U.S. issuers are offered through private offerings without registration with the SEC pursuant to Regulation S of the Securities Act of 1933 (1933 Act). Offerings of Regulation S securities may be conducted outside of the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. Although Regulation S securities may be resold in privately negotiated transactions, the price realized from these sales could be less than that originally paid by a Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. Accordingly, Regulation S securities may involve a high degree of business and financial risk and may result in substantial losses.
Other Investments
Additional Information Concerning the S&P 500 Index. The Invesco V.I Equally-Weighted S&P 500 Fund and Invesco V.I. S&P 500 Index Fund are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices (S&P Dow Jones). S&P Dow Jones makes no representation or warranty, express or implied, to the owners of shares of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the Standard and Poor's® 500 Composite Stock Price Index (S&P 500 Index) to track general stock market performance. S&P Dow Jones's only relationship to the Funds is the licensing of certain trademarks and trade names of S&P Dow Jones and of the S&P 500 Index which is determined, composed and calculated by S&P Dow Jones without regard to the Funds. S&P Dow Jones has no obligation to take the needs of the Funds or the owners of shares of the Funds into consideration in determining, composing or calculating the S&P 500 Index. S&P Dow Jones is not responsible for and has not participated in the determination of the prices and amount of
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the Funds or the timing of the issuance of sale of shares of the Funds. S&P Dow Jones has no obligation or liability in connection with the administration, marketing or trading of the Funds.
S&P Dow Jones does not guarantee the accuracy and/or the completeness of the S&P 500 Index or any data included therein and S&P Dow Jones shall have no liability for any errors, omissions or interruptions therein. S&P Dow Jones makes no warranty, express or implied, as to results to be obtained by the Funds, owners of shares of the Funds, or any other person or entity from the use of the S&P 500 Index or any data included therein. S&P Dow Jones makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P Dow Jones have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.
The Adviser and its affiliates (collectively, the Adviser Parties) do not guarantee the accuracy and/or the completeness of the S&P 500 Index or any data included therein, and the Adviser Parties shall have no liability for any errors, omissions, restatements, re-calculations or interruptions therein.
The Adviser Parties make no warranty, express or implied, as to results to be obtained by the Funds, owners of shares of the Funds, or any other person or entity from the use of the S&P 500 Index or any data included therein. The Adviser Parties make no express or implied warranties and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 Index or any data included therein. Without limiting any of the foregoing, in no event shall the Adviser Parties have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the S&P 500 Index, even if notified of the possibility of such damages.
Real Estate Investment Trusts (REITs). Each Fund may invest in equity interests and/or debt obligations issued by REITs. Invesco V.I Global Real Estate Fund may invest all of its total assets in equity and/or debt securities issued by REITs. Invesco V.I. Core Plus Bond Fund may invest up to 15% of its net assets in equity interests and/or debt obligations issued by REITs. Invesco V.I. Small Cap Equity Fund may invest up to 15% of its net assets in REITs.
REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States, or both. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments.
Investments in REITs may be subject to many of the same risks as direct investments in real estate. These risks include difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real estate directly as a result of a default on the REIT interests or obligations it owns.
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 REIT's 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 REIT's 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.
Initial Public Offerings (IPOs). Certain Funds may invest in securities of companies in IPOs.
IPOs of securities issued by unseasoned companies with little or no operating history are risky and their prices are highly volatile, but they can result in very large gains in their initial trading. Attractive IPOs are often oversubscribed and may not be available to a Fund, or only in very limited quantities. Thus, when a Fund's size is smaller, any gains from IPOs will have an exaggerated impact on the Fund's reported performance than when the Fund is larger. A Fund may engage in short-term trading in connection with its IPO investments, which could produce higher trading costs and adverse tax consequences. There can be no assurance that the Fund will have favorable IPO investment opportunities.
Other Investment Companies. Unless otherwise indicated in this SAI or a Fund's prospectus, each Fund may purchase shares of other investment companies, including ETFs. For each Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and
(iii)a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. For example, under certain conditions, a Fund may acquire an unlimited amount of shares of mutual funds that are part of the same group of investment companies as the acquiring fund. In addition, these restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company and will be subject to the risks associated with the portfolio investments of the underlying investment company.
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 partnership's 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 partner's liability generally is limited to the amount of its commitment to the partnership.
Master Limited Partnerships (MLPs). MLPs generally are limited partnerships (or limited liability companies), the common units of which are listed and traded on a national securities exchange or over- the-counter. MLPs generally have two classes of partners, the general partner and the limited partners. The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common (publicly traded) units for an initial period and then only converting to common if certain financial tests are met. The general partner also generally receives a larger portion of the net income as incentive.
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As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners.
MLP common units represent an equity ownership interest in a partnership, providing limited voting rights and entitling the holder to a share of the company's success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect directors annually and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a minimum quarterly distribution (MQD) prior to distributions to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have first right to the partnership's remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full.
The general partner or managing member interest in an MLP is typically retained by the original sponsors of an MLP, such as its founders, corporate partners and entities that sell assets to the MLP. The holder of the general partner or managing member interest can be liable in certain circumstances for amounts greater than the amount of the holder's investment in the general partner or managing member. General partner or managing member interests often confer direct board participation rights in, and in many cases control over the operations of, the MLP. General partner or managing member interests can be privately held or owned by publicly traded entities. General partner or managing member interests receive cash distributions, typically in an amount of up to 2% of available cash, which is contractually defined in the partnership or limited liability company agreement. In addition, holders of general partner or managing member interests typically receive incentive distribution rights (IDRs), which provide them with an increasing share of the entity's aggregate cash distributions upon the payment of per common unit distributions that exceed specified threshold levels above the MQD. Incentive distributions to a general partner are designed to encourage the general partner, who controls and operates the partnership, to maximize the partnership's cash flow and increase distributions to the limited partners. Due to the IDRs, general partners of MLPs have higher distribution growth prospects than their underlying MLPs, but quarterly incentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributions to common and subordinated unit holders in the event of a reduction in the MLP's quarterly distribution. The ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition, some MLPs permit the holder of IDRs to reset, under specified circumstances, the incentive distribution levels and receive compensation in exchange for the distribution rights given up in the reset.
Some companies in which the Funds may invest have been organized as limited liability companies (MLP LLCs). Such MLP LLCs generally are treated in the same manner as MLPs for federal income tax purposes (i.e., generally taxed as partnerships). MLP LLC common units trade on a national securities exchange or OTC. In contrast to MLPs, MLP LLCs have no general partner and there are generally no incentives that entitle management or other unitholders to increased percentages of cash distributions as distributions reach higher target levels. In addition, MLP LLC common unitholders typically have voting rights with respect to the MLP LLC, whereas MLP common units have limited voting rights.
Investments in securities of an MLP involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP's general partner, cash flow risks, dilution risks and risks related to the general partner's right to require unit-holders to sell their common units at an undesirable time or price. Certain MLP securities may trade in lower volumes due to their smaller capitalizations, and may be subject to more abrupt or erratic price movements and lower market liquidity. MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
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There are also certain tax risks undertaken by the Fund when it invests in MLPs. MLPs are generally treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership's income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. This would have the effect of reducing the amount of cash available for distribution by the MLP and could result in a reduction in the value of the Fund's investment in the MLP and lower income to the Fund. Also, to the extent a distribution received by a Fund from an MLP is treated as a return of capital, the Fund's adjusted tax basis in the interests of the MLP will be reduced, which may increase the Fund's tax liability upon the sale of the interests in the MLP or upon subsequent distributions in respect of such interests.
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 the 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. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund and Invesco V.I. High Yield Fund may invest in 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, the Fund may be required to participate in legal proceedings or take possession of and manage assets securing the issuer's obligations on the defaulted securities. This could increase the Fund's 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 Fund in defaulted securities generally will also be considered illiquid investments subject to the limitations described herein, except as otherwise may be determined under the Trust's applicable policies and procedures.
Variable or Floating Rate Instruments. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Global Real Estate Fund, Invesco V.I. Government Securities Fund, Invesco V.I. Government Money Market Fund and Invesco V.I. High Yield Fund may invest in variable or floating rate instruments.
Variable or floating rate instruments are securities that provide for a periodic adjustment in the interest rate paid on the obligation. The interest rates for securities with variable interest rates are readjusted on set dates (such as the last day of the month or calendar quarter) and the interest rates for securities with floating rates are reset whenever a specified interest rate change occurs. Variable or floating interest rates generally reduce changes in the market price of securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as market interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate securities than for fixed rate obligations. Many securities with variable or floating interest rates have a demand feature allowing the Fund to demand payment of principal and accrued interest prior to its maturity. The terms of such demand instruments require payment of principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the applicable rating standards of the Funds. A Fund's Adviser or Sub-Adviser, as applicable, may determine that an unrated
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floating rate or variable rate demand obligation meets the Fund's 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 a Fund might not be considered securities for purposes of the 1933 Act or 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.
Premium Securities. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund and Invesco V.I. Managed Volatility Fund may invest in 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. The Funds 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 the 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 the 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, the Fund will realize a loss of principal if it holds such securities to maturity.
Stripped Income Securities. Invesco V.I. Balanced-Risk Allocation Fund and Invesco V.I. Core Plus Bond Fund may invest in 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. Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Core Plus Bond Fund and Invesco V.I. Global Real Estate Fund may invest in 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 Fund's 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 the Fund to participate in privatizations may be limited by local law, or the terms on which the 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
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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. Certain Funds may invest in 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 Fund 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 the Fund's foreign investment 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 the 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.
Investment Techniques
Forward Commitments, When-Issued and Delayed-Delivery Securities. Each Fund may purchase and sell securities on a forward commitment, when-issued or delayed-delivery basis whereby the Fund buys or sells a security with payment and delivery taking place in the future.
Securities purchased or sold on a forward commitment, when-issued or delayed-delivery basis involve delivery and payment that take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser until the security is delivered. Forward commitments also include "to be announced" (TBA) dollar roll transactions, which are contracts for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date, whereby the specific mortgage-backed securities or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are not specifically identified at the time of the trade. Invesco V.I. Government Securities Fund may engage in short sales of TBA mortgages, including short sales on TBA mortgages the Fund does not own. If a Fund sells short TBA mortgages that it does not own and the mortgages increase in value, the Fund may be required to pay a higher price than anticipated to purchase the deliverable mortgages to settle the short sale and thereby incur a loss. In short transactions, there is no limit on how much the price of a security can increase, thus the Fund's exposure is theoretically unlimited. The Fund normally closes a short sale of TBA mortgages that it does not own by purchasing mortgage securities on the open market and delivering them to the broker. The Fund may not always be able to complete or "close out" the short position by purchasing mortgage securities at a particular time or at an acceptable price. The Fund incurs a loss if the Fund is required to buy the deliverable mortgage securities at a time when they have appreciated in value from the date of the short sale. The Fund will earmark or segregate liquid assets in an amount at least equal to its exposure for the duration of the contract.
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.
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When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuation, and takes such fluctuations into account when determining its net asset value. Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the public's 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 2021 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.
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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. No additional forward, when-issued or delayed-delivery commitments will be made by a Fund if, as a result, more than 25% of the Fund's total assets would become so committed. The delayed-delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed-delivery securities is a liability of a Fund until settlement. TBA transactions and transactions in other forward-settling mortgage-backed securities are effected pursuant to a collateral agreement with the seller. A Fund provides to the seller collateral consisting of cash or liquid securities in an amount as specified by the agreement upon initiation of the transaction. A Fund will make payments throughout the term of the transaction as collateral values fluctuate to maintain full collateralization for the term of the transaction. Collateral will be marked-to-market every business day. If the seller defaults on the transaction or declares bankruptcy or insolvency, a Fund might incur expenses in enforcing its rights, or the Fund might experience delay and costs in recovering collateral or may suffer a loss of principal and interest if the value of the collateral declines. In these situations, a Fund will be subject to greater risk that the value of the collateral will decline before it is recovered or, in some circumstances, the Fund may not be able to recover the collateral, and the Fund will experience a loss.
Short Sales. Each Fund (except Invesco V.I. Government Money Market Fund) may engage in short sales that the Fund owns or has the right to obtain ("short sales against the box"). Invesco V.I. Global Real Estate Fund may also engage in short sales of securities that the Fund does not own. In addition, Invesco V.I. Government Securities Fund may engage in short sales of TBA mortgages that the Fund does not own. Invesco V.I. Global Real Estate Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Fund's net assets. This limitation does not apply to short sales against the box.
Invesco V.I. Global Real Estate Fund is permitted and intends from time to time to effect short sales that are not "against the box." In a short sale that is not "against the box," Invesco V.I. Global Real Estate Fund does not own the security borrowed. To secure its obligation to deliver to such broker-dealer the
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securities sold short, Invesco V.I. Global Real Estate Fund must segregate an amount of cash or liquid securities equal to the difference between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker in connection with the short sale (including the proceeds of the short sale). 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. In a short sale that is not "against the box," Invesco V.I. Global Real Estate Fund will normally close out a short position by purchasing on the open market and delivering to the broker-dealer an equal amount of the securities sold short.
Invesco V.I. Global Real Estate Fund will realize a gain if the price of a security declines between the date of the short sale and the date on which the Fund replaces the borrowed security. On the other hand, the Fund will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased and the amount of any loss increased by any premium or interest that the Fund may be required to pay in connection with a short sale. It should be noted that possible losses from short sales that are not "against the box" differ from those that could arise from a cash investment in a security in that losses from short sales that are not "against the box" may be limitless, while the losses from a cash investment in a security cannot exceed the total amount of the Fund's investment in the security. For example, if the Fund purchases a $10 security, potential loss is limited to $10; however, if the Fund sells a $10 security short, it may have to purchase the security for return to the broker-dealer when the market value of that security is $50, thereby incurring a loss of $40.
A short sale involves the sale of a security which a Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, a Fund must borrow the security from a broker. A Fund normally closes a short sale by purchasing an equivalent number of shares of the borrowed security on the open market and delivering them to the broker. A short sale is typically effected when the Adviser believes that the price of a particular security will decline. Open short positions using options, futures, swaps or forward foreign currency contracts are not deemed to constitute selling securities short.
To secure its obligation to deliver the securities sold short to the broker, a Fund will be required to deposit cash or liquid securities with the broker. In addition, a Fund may have to pay a premium to borrow the securities, and while the loan of the security sold short is outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares sold short. In addition to maintaining collateral with the broker, a Fund will earmark or segregate an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. The collateral will be marked to market daily. The amounts deposited with the broker or segregated with the custodian do not have the effect of limiting the amount of money that a Fund may lose on a short sale. Short sale transactions covered in this manner are not treated as senior securities for purposes of a Fund's 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 security's price increases, the loss on a short sale is theoretically unlimited. The loss on a long position is limited to what the Fund originally paid for the security together with any transaction costs. A Fund may not always be able to borrow a security a Fund seeks to sell short at a particular time or at an acceptable price. It is possible that the market value of the securities the Fund holds in long positions will decline at the same time that the market value of the securities the Fund has sold short increases, thereby increasing the Fund's potential volatility. Because a Fund may be required to pay dividends, interest, premiums and other expenses in connection with a short sale, any benefit for the Fund resulting from the short sale will be decreased, and the amount of any ultimate gain or loss will be decreased or increased, respectively, by the amount of such expenses.
The Funds may also enter into short sales against the box. Short sales against the box are short sales of securities that a Fund owns or has the right to obtain (equivalent in kind or amount to the securities
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sold short). If a Fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding. The Fund will incur transaction costs including interest expenses, in connection with opening, maintaining, and closing short sales against the box.
Short sales against the box result in a "constructive sale" and require a Fund to recognize any taxable gain unless an exception to the constructive sale applies. See "Dividends, Distributions and Tax Matters " Tax Matters " Tax Treatment of Portfolio Transactions " Options, futures, forward contracts, swap agreements and hedging transactions."
Margin Transactions. The Funds will not 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 Fund's investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one day's 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. Invesco V.I. Core Plus Bond Fund, Invesco V.I. High Yield, and Invesco V.I. Government Securities Fund may also borrow money to purchase additional securities when Invesco or the Sub-Adviser deems it advantageous to do so. All borrowings are limited to an amount not exceeding 33 1/3% of a Fund's total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced within three business days to the extent necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities at that time.
If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption requests, a Fund's borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.
The ability of Invesco V.I. Core Plus Bond Fund, Invesco V.I. Government Securities Fund and Invesco V.I. High Yield Fund to borrow money to purchase additional securities gives these Funds greater flexibility to purchase securities for investment or tax reasons and not to be dependent on cash flows. To the extent borrowing costs exceed the return on the additional investments, the return realized by the Fund's shareholders will be adversely affected. The Fund's borrowing to purchase additional securities creates an opportunity for a greater total return to the Fund, but, at the same time, increases exposure to losses. The Fund's willingness to borrow money for investment purposes, and the amount it borrows depends upon many factors, including investment outlook, market conditions and interest rates. Successful use of borrowed money to purchase additional investments depends on Invesco's or the Sub-Adviser's ability to
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predict correctly interest rates and market movements; such a strategy may not be successful during any period in which it is employed.
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 Fund's total assets or when any borrowings from an Invesco Fund are outstanding.
Lending Portfolio Securities. Each Fund may lend its portfolio securities (principally to broker- dealers) to generate additional income. Such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend portfolio securities to the extent of one-third of its total assets. A Fund will loan its securities only to parties that Invesco has determined are in good standing and when, in Invesco's judgment, the income earned would justify the risks.
A Fund will not have the right to vote securities while they are on loan, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly.
Any cash received as collateral for loaned securities will be invested, in accordance with a Fund's investment guidelines, in short-term money market instruments, affiliated unregistered investment companies that are compliant with Rule 2a-7 or Affiliated Money Market Funds. Investing this cash subjects that investment to market appreciation or depreciation. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset. The Fund will bear any loss on the investment of cash collateral.
For a discussion of tax considerations relating to lending portfolio securities, see "Dividends, Distributions and Tax Matters " Tax Matters " Tax Treatment of Portfolio Transactions " Securities lending."
Repurchase Agreements. Each Fund may engage in repurchase agreement transactions involving the types of securities in which it is permitted to invest. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during a Fund's 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 or Government Securities. The Funds consider repurchase agreements with the Federal Reserve Bank of New York to be Government Securities for purposes of the Funds' reinvestment policies. Additionally, the
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Funds consider federal agency mortgage backed securities to be Government Securities. Repurchase agreements involving obligations of other collateral may be subject to special risks and may not have the benefit of certain protections in the event of counter party's insolvency.
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.
A Fund may enter into repurchase agreements that involve securities that may be subject to a court-ordered or other "stay" in the event of the seller's bankruptcy or insolvency. A "stay" will prevent a Fund from selling the securities it holds under a repurchase agreement until permitted by a court or other authority. In these situations Invesco V.I. Government Money Market Fund may be subject to greater risk that the value of the securities may decline before they are sold, and that the Fund may experience a loss.
The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. Custody of the securities will be maintained by the Fund's 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 collateralized by cash or Government Securities, 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 Investments. Each Fund (except Invesco V.I. Government Money Market Fund) may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in securities that are illiquid investments that are assets. Invesco V.I. Government Money Market Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 10% of its net assets in securities that are illiquid investments that are assets. Certain Funds may invest in Rule 144A securities.
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 investments 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 Fund's difficulty valuing and selling illiquid investments may result in a loss or be costly to the Fund.
If a substantial market develops for a restricted investment or other illiquid investment held by a Fund, it may be treated as a liquid investment, 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 Fund, 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 Fund's
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restriction on illiquid investments. 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 each Fund's illiquid investments if qualified institutional buyers are unwilling to purchase such securities.
Reverse Repurchase Agreements. Each Fund may engage in 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, the 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 the 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 the Fund's returns more volatile and increase the risk of loss. At the time the 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 Fund's fundamental investment limitation on senior securities and borrowings. The liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund's otherwise liquid assets 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 Fund's 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 Fund's obligation to repurchase the securities.
Mortgage Dollar Rolls. Certain Funds may engage in mortgage dollar rolls (a 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 Fund's 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 Fund's 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 Fund's 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
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covered in this manner are not treated as senior securities for purposes of a Fund's 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 Adviser or Sub-Adviser's ability to predict mortgage repayments and interest rates. There is no assurance that dollar rolls can be successfully employed.
Standby Commitments. Invesco V.I. American Franchise Fund, Invesco V.I. American Value Fund, Invesco V.I. Comstock 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. Growth and Income Fund and Invesco V.I. S&P 500 Index Fund may acquire securities that are subject to standby commitments from banks or other municipal securities dealers.
Under a standby commitment, a bank or dealer would agree to purchase, at the Fund's 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 issuer's 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.
Derivatives
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 the Fund's investments from a decline in value, which could result from changes in interest rates, market prices, currency fluctuations and other market factors. Derivatives may also be used when the portfolio managers seek to increase liquidity, implement a tax or cash management strategy, invest in a particular stock, bond or segment of the market in a more efficient or less expensive way, modify the characteristics of the Fund's 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 manager's ability to predict and understand relevant market movements.
Because certain derivatives involve leverage, that is, the amount invested may be smaller than the full economic exposure of the derivative instrument and the Fund could lose more than it invested, federal securities laws, regulations and guidance may require the Fund to earmark assets, to reduce the risks associated with derivatives, or to otherwise hold instruments that offset the Fund's current obligations under the derivatives instrument. This process is known as "cover." A Fund will not enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and, if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value at least sufficient to cover its current obligations under a derivative transaction or otherwise "cover" the transaction in accordance with applicable SEC guidance. If a large portion of a Fund's assets is used for cover, it could affect portfolio management or the Fund's ability to meet redemption requests or other current obligations. The leverage involved in certain derivative transactions may result in a Fund's net asset value being more sensitive to changes in the value of the related investment.
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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 contract's full notional value (See Swaps). 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 Fund's 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. The Subsidiary will comply with these asset segregation requirements to the same extent as the Funds, as applicable.
Commodity Exchange Act (CEA) Regulation and Exclusions:
For each Fund, other than Invesco V.I. Balanced Risk Allocation Fund:
With respect to the Funds, other than the Funds that are subject to the foregoing paragraph, Invesco has claimed an exclusion from the definition of "commodity pool operator" (CPO) under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, Invesco is relying upon a related exclusion from the definition of "commodity trading advisor" (CTA) under the CEA and the rules of the CFTC with respect to each of these Funds.
The terms of the CPO exclusion require each Fund, among other things, to adhere to certain limits on its investments in "commodity interests." Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards, as further described below. Because Invesco and the Funds intend to comply with the terms of the CPO exclusion, a Fund may, in the future, need to adjust its investment strategies, consistent with their investment objectives, to limit their investments in these types of instruments. The Funds are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved Invesco's reliance on these exclusions, or these Funds, their investment strategies, their prospectuses, or this SAI.
Generally, the exclusion from CPO regulation on which Invesco relies requires each Fund 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 each Fund's positions in commodity interests may not exceed 5% of the liquidation value of the Fund's portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of each Fund's commodity interest positions, determined at the time the most recent such position was established, may not exceed 100% of the liquidation value of the Fund's portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, each Fund may not market itself as a commodity pool or otherwise as a vehicle 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 Invesco's 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.
For Invesco V.I. Balanced Risk Allocation Fund:
Regulation under the CEA: The Adviser is registered as a CPO under the CEA and the rules of the CFTC and is subject to CFTC regulation with respect to the Invesco V.I. Balanced Risk Allocation Fund. The CFTC has recently adopted rules regarding the disclosure, reporting and recordkeeping requirements
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that apply with respect to the Invesco V.I. Balanced Risk Allocation Fund as a result of Invesco's registration as a commodity pool operator. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on Invesco's compliance with comparable SEC requirements. This means that for most of the CFTC's disclosure and shareholder reporting requirements applicable to Invesco as the Invesco V.I. Balanced Risk Allocation Fund's CPO, Invesco's compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill Invesco's CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Invesco V.I. Balanced Risk Allocation Fund, the Invesco V.I. Balanced Risk Allocation Fund may incur additional compliance and other expenses. The Adviser is also registered as a CTA but, with respect to the Invesco V.I. Balanced Risk Allocation Fund, relies on an exemption from CTA regulation available for a CTA that also serves as a Fund's CPO. The CFTC has neither reviewed nor approved the Invesco V.I. Balanced Risk Allocation Fund, its investment strategies, its prospectus, or this SAI.
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 counterparty's bankruptcy or insolvency. Certain agreements may not contemplate delivery of collateral to support fully a counterparty's contractual obligation; therefore, a Fund might need to rely on contractual remedies to satisfy the counterparty's 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 counterparty's bankruptcy. The agreement may allow for netting of the counterparty's obligations with respect to a specific transaction, in which case a Fund's obligation or right will be the net amount owed to or by the counterparty. The Fund will not enter into a derivative transaction with any counterparty that Invesco and/or the Sub-Advisers believe does not have the financial resources to honor its obligations under the transaction. Invesco monitors the financial stability of counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the financial stability of the guarantor instead of the counterparty. If a counterparty's creditworthiness declines, the value of the derivative would also likely decline, potentially resulting in losses to a Fund.
A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the agreements with that counterparty would exceed 5% of the Fund's 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 Fund's portfolio securities. The use of some derivatives may result in economic leverage, which does not result in the possibility of a Fund incurring obligations beyond its initial investment, but that nonetheless permits the Fund to gain exposure that is greater than would be the case in an unlevered instrument. The Funds do not segregate or otherwise cover investments in derivatives with economic leverage.
Liquidity Risk: The risk that a particular derivative is difficult to sell or liquidate. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses to the Fund.
Pricing Risk: The risk that the value of a particular derivative does not move in tandem or as otherwise expected relative to the corresponding underlying instruments.
Risks of Potential Increased Regulation of Derivatives: The regulation of derivatives is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC,
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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 Fund's use of these instruments effectively as a part of its investment strategy, and could adversely affect a Fund's ability to achieve its investment objective. Invesco will continue to monitor developments in the area, particularly to the extent regulatory changes affect a Fund's ability to enter into desired swap agreements. New requirements, even if not directly applicable to a Fund, may increase the cost of a Fund's investments and cost of doing business.
Regulatory Risk: The risk that a change in laws or regulations will materially impact a security or
market.
Tax Risks: For a discussion of the tax considerations relating to derivative transactions, see "Dividends, Distributions and Tax Matters " Tax Matters " Tax Treatment of Portfolio Transactions."
Position Limits. The CFTC and various futures exchanges have established limits, referred to as position limits, on the maximum net long or net short positions that any person may hold or control in certain options and futures contracts. More specifically, the CFTC has long established and enforced speculative position limits for futures and options contracts on various agricultural commodities (e.g., corn, oats, wheat, soybeans and cotton). In addition, various futures exchanges currently impose position limits on many other commodities.
The CFTC has proposed rules (which are not yet finalized or effective) that would expand its position limits to include futures and options on so-called "exempt commodities" (which include most energy and metals contracts) and apply position limits to economically equivalent swaps. If the CFTC successfully implements these new rules, the size or duration of positions available to certain Funds may be severely limited and certain Funds' performance could be negatively impacted.
In order to avoid exceeding position limits, the Adviser may have to modify its trading decisions for certain Funds, and a Fund's positions may have to be liquidated. Additionally, an exchange may order the liquidation of positions found to be in violation of applicable limits and it may impose other sanctions or restrictions. Such actions could limit the implementation of certain Funds' investment strategy and adversely affect a Fund's performance.
The CFTC's existing regulations require the aggregation of all positions owned or controlled by the same person or entity, even if in different accounts, for the purpose of determining whether applicable position limits have been exceeded, unless an exemption from such aggregation is available. Due to this requirement, even if a Fund does not intend to exceed applicable position limits, it is possible that the positions of other clients managed by the Adviser and their related parties may be aggregated with those of a Fund for this purpose. As a result, the Adviser may have to limit a Fund's investment strategy and liquidate Fund positions even where a Fund has not exceeded any position limits on its own.
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 Invesco's 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.
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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.
Types of derivatives:
Swaps. Each Fund (except Invesco V.I. Government Money Market Fund) may enter into swap agreements.
Generally, swap agreements are contracts between a Fund and another party (the counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (FCM) and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In a basic swap transaction, the Fund agrees with its counterparty to exchange the returns (or differentials in returns) and/or cash flows earned or realized on a particular asset such as an equity or debt security, commodity, currency, interest rate or index, calculated with respect to a "notional amount." The notional amount is the set amount selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not exchange the notional amount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular foreign currency, or a "basket" of securities representing a particular index. Swap agreements can also be based on credit and other events. In some cases, such as cross currency swaps, the swap agreement may require delivery (exchange) of the entire notional value of one designated currency for another designated currency.
It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements. Additionally, ISDA master agreements include credit related contingent features which allow Counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund's net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the Counterparty.
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.
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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.
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 counterparty's 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 Fund's rights as a creditor. If the counterparty's 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 Fund's ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each party's 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
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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 Fund's 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 Fund's position increases, the FCM will post additional "variation margin" to the Fund's 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 participant's 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 FCM's customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Fund's assets, which are held in an omnibus account with assets belonging to the FCM's 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 Fund's investment in certain types of swaps. Central counterparties and FCMs can require termination of existing cleared swap transactions upon the occurrence of certain events, and can also require increases in margin above the margin that is required at the initiation of the swap agreement.
Finally, a Fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.
Commonly used swap agreements include:
Credit Default Swaps (CDS): A CDS is an agreement between two parties where the first party agrees to make one or more payments to the second party, while the second party assumes the risk of certain defaults, generally a failure to pay or bankruptcy of the issuer on a referenced debt obligation. CDS transactions are typically individually negotiated and structured. A Fund may enter into CDS to create long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities.
A Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a counterparty (the seller) taking on the risk of default of a referenced debt obligation (the Reference Obligation). If a credit event occurs for the Reference Obligation, the Fund would cease making premium payments and it would deliver defaulted bonds to the seller. In return, the seller would pay the notional value of the Reference Obligation to the Fund. Alternatively, the two counterparties may agree to cash settlement in which the seller delivers to the Fund (buyer) the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund pays the fixed premium to the seller for the life of the contract, and no other exchange occurs.
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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. A CDX index tranche provides access to customized risk, exposing each investor to losses at different levels of subordination. The lowest part of the capital structure is called the "equity tranche" as it has exposure to the first losses experienced in the basket. The mezzanine and senior tranches are higher in the capital structure but can also be exposed to loss in value. Investments are subject to liquidity risks as well as other risks associated with investments in credit default swaps.
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 CFTC's trade reporting requirements, enhanced anti-evasion authority, and strengthened business conduct standards.
Currency Swaps: A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential between them. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. A Fund may also enter into currency swaps on a net basis, which means the two different currency payment streams under the swap agreement are converted and netted out to a single cash payment in just one of the currencies.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions could result in losses to a Fund if it is unable to deliver or receive a specified currency or funds in settlement of obligations, including swap transaction obligations. These actions could also have an adverse effect on a Fund's swap transactions or cause a Fund's 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
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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.
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.
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.
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. 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.
Volatility and Variance Swaps: A volatility swap involves an exchange between a Fund and a counterparty of periodic payments based on the measured volatility of an underlying security, currency, commodity, interest rate, index or other reference asset over a specified time frame. Depending on the structure of the swap, either the Fund's or the counterparty's 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 party's payment obligation will be based on a specified rate representing expected volatility for the reference asset at the time the swap is executed, or the measured volatility of a different reference asset over a specified time period. The Fund will typically make or lose money on a volatility swap depending on the magnitude of the reference asset's 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 the Fund. Variance swaps are similar to volatility swaps except payments are based on the difference between the implied and measured volatility mathematically squared.
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.
Options. Each Fund (except for Invesco V.I. Government Money Market Fund) may invest in
options.
An option is a contract that gives the purchaser of the option, in return for the premium paid, the right, but not the obligation, to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option at the exercise price during the term of the option (for American style options) or on a specified date (for European style options), the security, currency or other instrument underlying the option (or delivery of a cash settlement price, in the case of certain options, such as an index option and other cash-
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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.
The Funds may engage in certain strategies involving options to attempt to manage the risk of their investments or in certain circumstances, for investment purposes (e.g., as a substitute for investing in securities), to speculate on future volatility levels or to decrease the volatility exposure of other investments held by the Fund. Option transactions present the possibility of large amounts of exposure (or leverage), which may result in a Fund's net asset value being more sensitive to changes in the value of the option.
The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions.
A Fund will not write (sell) options if, immediately after such sale, the aggregate value of securities or obligations underlying the outstanding options would exceed 20% of the Fund's total assets. A Fund will not purchase options if, immediately after such purchase, the aggregate premiums paid for outstanding options would exceed 5% of the Fund's total assets.
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 investments. 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.
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Index Options: Index options (or options on securities indices) give the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the multiplier), which determines the total dollar value for each point of such difference.
The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. A Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities that underlie the index and, as a result, bears the risk that the value of the securities held will not be perfectly correlated with the value of the index.
CDS Options: A CDS option transaction gives the buyer the right, but not the obligation, to enter into a CDS at a specified future date and under specified terms in exchange for paying a market based purchase price or premium. The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.
Option Techniques:
Writing Options. A Fund may write options to generate additional income and to seek to hedge its portfolio against market or exchange rate movements. As the writer of an option, the Fund may have no control over when the underlying reference asset must be sold (in the case of a call option) or purchased (in the case of a put option, if the option was structured as an American style option) because the option purchaser may notify the Fund of exercise at any time prior to the expiration of the option. In addition, if the option is cash-settled instead of deliverable, the Fund is obligated to pay the option purchaser the difference between the exercise price and the value of the underlying reference asset, instead of selling or purchasing the underlying reference asset, if the option is exercised. In general, options are rarely exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium.
A Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying reference asset. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying reference asset will decline below the exercise price, in which case the put option may be exercised and the Fund may suffer a loss.
In return for the premium received for writing a call option on a reference asset, the Fund foregoes the opportunity for profit from a price increase in the underlying reference asset above the exercise price so long as the option remains open, but retains the risk of loss should the price of the reference asset decline.
If an option that a Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying reference asset, held by the Fund during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying reference asset, which will be increased or offset by the premium received. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which a Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold. However, once a Fund has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver (for a call) or purchase (for a put) the underlying reference asset at the exercise price (if deliverable) or pay the difference between the exercise price and the value of the underlying reference asset (if cash-settled).
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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 reference assets against which it has written other put options; or speculate on the value of an underlying reference asset, 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.
Municipal Market Data Rate Locks. A Municipal Market Data Rate Lock (MMD Rate Lock) permits a Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. MMD Rate Locks may be used for hedging purposes. An MMD Rate Lock is an agreement between two parties, a Fund and an MMD Rate Lock provider, pursuant to which the parties agree to make payments to each other on a notional amount, contingent upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the contract.
MMD Rate Locks involve the risk that municipal yields will move in the direction opposite than the direction anticipated by a Fund. The risk of loss with respect to MMD Rate Locks is limited to the amount of payments a Fund is contractually obligated to make. If the other party to an MMD Rate Lock defaults, a Fund's risk of loss consists of the amount of payments that the Fund contractually is entitled to receive. If there is a default by the counterparty, a Fund may have contractual remedies pursuant to the agreements related to the transaction, but they could be difficult to enforce.
Straddles/Spreads/Collars. Each Fund (except for Invesco V.I. Government Money Market Fund), for hedging purposes, may enter into straddles, spreads and 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 Fund's 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 Fund's right to sell the security is typically set at a price that is below the counterparty's
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right to buy the security. Thus, the combined position "collars" the performance of the underlying security, providing protection from depreciation below the price specified in the put option, and allowing for participation in any appreciation up to the price specified by the call option
Rights and Warrants. Rights are equity securities representing a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance, before the stock is offered to the general public. A stockholder who purchases rights may be able to retain the same ownership percentage after the new stock offering. A right usually enables the stockholder to purchase common stock at a price below the initial offering price. The Fund that purchases a right takes the risk that the right might expire worthless because the market value of the common stock falls below the price fixed by the right.
Each Fund (except Invesco V.I. Government Securities and Invesco V.I. Government Money Market Fund) may purchase warrants.
A warrant gives the holder the right to purchase securities from the issuer at a specific price within a certain time frame and is similar to a call option. The main difference between warrants and call options is that warrants are issued by the company that will issue the underlying security, whereas options are not issued by the company. Young, unseasoned companies often issue warrants to finance their operations.
Futures Contracts. Each Fund (except Invesco V.I. Government Money Market Fund) may enter into futures contracts.
A futures contract is a standard binding agreement to buy or sell a specified amount of a specified security, currency, commodity, interest rate or index (or delivery of a cash settlement price, in the case of certain futures such as an index future, Eurodollar Future or volatility future) for a specified price at a designated date, time and place (collectively, futures contracts). A "sale" of a futures contract means the acquisition of a contractual obligation to deliver the underlying instrument or asset called for by the contract at a specified price on a specified date. A "purchase" of a futures contract means the acquisition of a contractual obligation to acquire the underlying instrument or asset called for by the contract at a specified price on a specified date.
The Funds will only enter into futures contracts that are traded (either domestically or internationally) on futures exchanges or certain exempt markets including exempt boards of trade and electronic trading facilities, and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the CEA and by the CFTC. Foreign futures exchanges or exempt markets and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. In addition, futures contracts that are traded on non-U.S. exchanges or exempt markets may not be as liquid as those purchased on CFTC-designated contract markets. For a further discussion of the risks associated with investments in foreign securities, see "Foreign Investments" above.
Brokerage fees are incurred when a futures contract is bought or sold, and margin deposits must be maintained at all times when a futures contract is outstanding. "Margin" for futures contracts is the amount of funds that must be deposited by the Fund in order to initiate futures contracts trading and maintain its open positions in futures contracts. A margin deposit made when the futures contract is entered (initial margin) is intended to ensure the Fund's performance under the futures contract. The margin required for a particular futures contract is set by the exchange on which the futures contract is traded and may be significantly modified from time to time by the exchange during the term of the futures contract.
Subsequent payments, called "variation margin," received from or paid to the FCM through which the Fund enters into the futures contract will be made on a daily basis as the futures price fluctuates making the futures contract more or less valuable, a process known as marking-to-market. When the futures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin
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amount and the amount of the gain are paid to the Fund and the FCM pays the Fund any excess gain over the margin amount.
There is a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a futures contract. The assets of 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 FCM's customers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Fund's assets, which are held in an omnibus account with assets belonging to the FCM's other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Closing out an open futures contract is effected by entering into an offsetting futures contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the futures contract.
In addition, if a Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
Pursuant to federal securities laws and regulations, a Fund's use of futures contracts may require the Fund to set aside assets to reduce the risks associated with using futures contracts. This process is described in more detail above in the section "Derivatives."
Types of Futures Contracts:
Commodity Futures: A commodity futures contract is an exchange-traded contract to buy or sell a particular commodity at a specified price at some time in the future. Commodity futures contracts are highly volatile; therefore, the prices of a Fund's 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.
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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 Kingdom's 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. Industry initiatives are underway to identify alternative reference rates; however, there is no assurance that the composition or characteristics of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that instruments using an alternative rate will have the same volume or liquidity. As a result, the transition process might lead to increased volatility and reduced liquidity in markets that currently rely on LIBOR to determine interest rates; a reduction in the value of some LIBOR- based investments; and/or costs incurred in connection with closing out positions and entering into new trades. These effects could occur prior to the end of 2021 as the utility of LIBOR as a reference rate could deteriorate during the transition period.
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 writer's futures contract margin account. The Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
Pursuant to federal securities laws and regulations, a Fund's use of options on futures contracts may require the Fund to set aside assets to reduce the risks associated with using options on futures contracts. This process is described in more detail above in the section "Derivatives."
Forward Foreign Currency Contracts. Each Fund (except Invesco V.I. Government Securities Fund and Invesco V.I. Government Money Market Fund) may enter into forward foreign currency transactions in anticipation of, or to protect itself against, fluctuations in exchange rates. Certain Funds can also use currency futures to increase or decrease its exposure to foreign currencies.
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
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the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards).
The Funds will comply with guidelines established by the SEC with respect to "cover" requirements of forward foreign currency contracts (See Derivatives above). Generally, with respect to forward foreign currency contracts that are not contractually required to "cash-settle" (i.e., are deliverable), a Fund covers its open positions by setting aside liquid assets equal to the contracts' full notional value. 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, certain Funds set aside liquid assets in an amount equal to its daily mark-to-market obligation (i.e., the Fund's daily net liabilities, if any), rather than the contract's 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 it 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 Fund's assets could impede portfolio management or Invesco V.I. Balanced-Risk Allocation Fund's 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 Fund's ability to use these instruments in the manner described above or subject Invesco to CFTC registration and regulation as a CPO.
The cost to a Fund of engaging in forward foreign currency contracts varies with factors such as the currencies involved, the length of the contract period, interest rate differentials and the prevailing market conditions. Because forward foreign currency contracts are usually entered into on a principal basis, no fees or commissions are typically involved. The use of forward foreign currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. While forward foreign currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.
Receipt of Issuer's Nonpublic Information
The Adviser or Sub-Advisers (through their portfolio managers, analysts, or other representatives) may receive material nonpublic information about an issuer that may restrict the ability of the Adviser or Sub-Advisers to cause the Funds to buy or sell securities of the issuer on behalf of the Funds for substantial periods of time. This may impact the Funds' ability to realize profit or avoid loss with respect to the issuer and may adversely affect the Funds' flexibility with respect to buying or selling securities, potentially impacting Fund performance. For example, activist investors of certain issuers in which the Adviser or Sub- Advisers hold large positions may contact representatives of the Adviser or Sub-Advisers and may disclose material nonpublic information in such communication. The Adviser or Sub-Advisers would be restricted from trading on the basis of such material nonpublic information, limiting their flexibility in managing the Funds and possibly impacting Fund performance.
Business Continuity and Operational Risk. The Adviser, the Funds and the Funds' service providers may experience disruptions or operating errors, such as processing errors or human errors, inadequate or failed internal or external processes, systems or technology failures, or other disruptive
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events, that could negatively impact and cause disruptions in normal business operations of the Adviser, the Funds or the Funds' service providers. The Adviser has developed a Business Continuity Program (the "Program") designed to minimize the disruption of normal business operations in the event of an adverse incident affecting the Funds, the Adviser and/or its affiliates. The Program is also designed to enable the Adviser to reestablish normal business operations in a timely manner during such an adverse incident; however, there are inherent limitations in such programs (including the possibility that contingencies have not been anticipated and procedures do not work as intended) and, under some circumstances (e.g. natural disasters, terrorism, public health crises, power or utility shortages and failures, system failures or malfunctions), the Adviser, its affiliates, and any service providers or vendors used by the Adviser, its affiliates, or the Funds could be prevented or hindered from providing services to the Funds for extended periods of time. These circumstances could cause disruptions and negatively impact the Funds' service providers and the Funds' business operations, potentially including an inability to process Fund shareholder transactions, an inability to calculate a Fund's net asset value and price the Fund's investments, and impediments to trading portfolio securities.
Cybersecurity Risk
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.
Natural Disaster/Epidemic Risk
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds' investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. These disruptions could prevent the Funds from executing advantageous investment decisions in a timely manner and negatively impact the Funds' ability to achieve their investment objectives. Any such event(s) could have a significant adverse impact on the value and risk profile of the Funds.
Fund Policies
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 Fund's outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund's 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 Fund's 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
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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 (except for Invesco V.I. Global Real Estate Fund, Invesco V.I. Health Care Fund and Invesco V.I. Technology 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 Fund's investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt obligations issued by governments or political subdivisions of governments, or (iii) for Invesco V.I. Government Money Market Fund, bank instruments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
Invesco V.I. Health Care Fund will concentrate (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) its investments in the securities of issuers engaged primarily in health care industries. Invesco V.I. Global Real Estate Fund will concentrate (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) its investments in the securities of domestic and foreign real estate and real estate-related companies. Invesco V.I. Technology Fund will concentrate (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) its investments in the securities of issuers engaged primarily in technology-related industries.
(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
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For purposes of the Fund's 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 Fund's industry concentration policy.
For purposes of the Fund's 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 a Fund's 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, each Fund will not, with respect to 75% of its total assets (and for Invesco V.I. Government Money Market Fund, with respect to 100% of its total assets), purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Fund's total assets would be invested in the securities of that issuer, except, in the case of Invesco V.I. Government Money Market Fund, as permitted by Rule 2a-7 under the 1940 Act, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. Each 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 Fund's total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. Securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence.
(2)In complying with the fundamental restriction regarding borrowing money and issuing senior securities, each Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
(3)In complying with the fundamental restriction regarding industry concentration, the Fund (except for Invesco V.I. Global Real Estate Fund, Invesco V.I. Health Care Fund and Invesco V.I. Technology Fund) may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry.
For purposes of Invesco V.I. Health Care Fund's fundamental investment restriction regarding industry concentration, an issuer will be considered to be engaged in health care industries if (1) at least 50% of its gross income or its net sales are derived from activities in the health care industry; (2) at least 50% of its assets are devoted to producing revenues from the health care industry; or (3) based on other available information, Invesco determines that its primary business is within the health care industry.
For purposes of Invesco V.I. Global Real Estate Fund's fundamental restriction regarding industry concentration, real estate and real estate-related companies shall consist of companies (i) that can attribute
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at least 50% of their assets, gross income or net profits to ownership, construction, management, or sale of residential, commercial or industrial real estate, including listed equity REITs and other real estate operating companies that own property, or that make short-term construction and development mortgage loans or which invest in long-term mortgages or mortgage pools, or (ii) companies whose products and services are related to the real estate industry, such as manufacturers and distributors of building supplies and financial institutions which issue or service mortgages.
For purposes of Invesco V.I. Technology Fund's fundamental investment restriction regarding industry concentration an issuer will be considered to be engaged in a technology-related industry if (1) at least 50% of its gross income or its net sales are derived from activities in technology-related industries; (2) at least 50% of its assets are devoted to producing revenues in technology-related industries; or (3) based on other available information, the Fund's portfolio manager(s) determines that its primary business is within technology-related industries.
(4)In complying with the fundamental restriction with regard to making loans, each Fund may lend up to 33⅓% of its total assets and may lend money to an Invesco Fund, on such terms and conditions as the SEC may require in an exemptive order.
(5)Notwithstanding the fundamental restriction with regard to investing all assets in an open- end fund, the Fund may currently not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.
(6)The following apply:
(a)Invesco V.I. American Franchise Fund invests, under normal circumstances, at least 80% of its assets in securities of U.S. issuers.
(b)Invesco V.I. American Value Fund invests, under normal circumstances, at least 80% of its assets in securities of U.S. issuers.
(c)Invesco V.I. Comstock Fund invests, under normal circumstances, at least 80% of its assets in common stocks.
(d)Invesco V.I. Core Equity Fund invests, under normal circumstances, at least 80% of its assets in equity securities.
(e)Invesco V.I. Core Plus Bond Fund invests, under normal circumstances, at least 80% of its assets in fixed income securities.
(f)Invesco V.I. Diversified Dividend Fund invests, under normal circumstances, at least 80% of its assets in common stocks of companies which pay dividends.
(g)Invesco V.I. Equity and Income Fund invests, under normal circumstances, at least 80% of its assets in equity and income securities.
(h)Invesco V.I. Global Core Equity Fund invests, under normal circumstances, at least 80% of its assets in equity securities and depositary receipts.
(i)Invesco V.I. Global Real Estate Fund invests, under normal circumstances, at least 80% of its assets in securities of real estate and real estate-related issuers.
(j)Invesco V.I. Government Money Market Fund invests, under normal circumstances, at least 80% of its assets in Government Securities and/or repurchase agreements that are collateralized by Government Securities.
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(k)Invesco V.I. Government Securities Fund invests, under normal circumstances, at least 80% of its assets in debt securities issued, guaranteed or otherwise backed by the U.S. Government, its agencies, instrumentalities or sponsored corporations.
(l)Invesco V.I. Health Care Fund invests, under normal circumstances, at least 80% of its assets in securities of issuers engaged primarily in health care-related industries.
(m)Invesco V.I. High Yield Fund invests, under normal circumstances, at least 80% of its assets in debt securities that are determined to be below investment grade quality.
(n)Invesco V.I. Mid Cap Core Equity Fund invests, under normal circumstances, at least 80% of its assets in equity securities of mid-capitalization companies.
(o)Invesco V.I. S&P 500 Index Fund invests, under normal circumstances, at least
80% of its assets in common stocks of companies included in the Standard & Poor's® 500
Composite Stock Price Index (S&P 500 Index).
(p)Invesco V.I. Small Cap Equity Fund invests, under normal circumstances, at least 80% of its assets in equity securities of small-capitalization issuers.
(q)Invesco V.I. Technology Fund invests, under normal circumstances, at least 80% of its assets in securities of issuers engaged in technology-related industries.
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 in a Fund's 80% policy described above for a Fund may be counted toward that Fund's 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 Fund's 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.
Portfolio Turnover
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 Funds experienced significant variation in portfolio turnover during the two most recently completed fiscal years ended December 31.
Fund |
2019 |
2018 |
Invesco V.I. American Value Fund1 |
68% |
39% |
Invesco V.I. Balanced-Risk Allocation Fund2 |
94 |
199 |
Invesco V.I. Core Equity Fund3 |
82 |
46 |
Invesco V.I. Growth and Income Fund4 |
62 |
32 |
Invesco V.I. Health Care Fund5 |
8 |
35 |
Invesco V.I. Mid Cap Core Equity Fund3 |
114 |
27 |
Invesco V.I. Small Cap Equity Fund6 |
44 |
22 |
1The variation in portfolio turnover rate for Invesco V.I. American Value Fund was due to shareholder activity.
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2The variation in portfolio turnover rate for Invesco V.I. Balanced-Risk Allocation Fund was due to cash collateral management.
3The variation in portfolio turnover rate for Invesco V.I. Core Equity Fund and Invesco V.I. Mid Cap Core Equity Fund was due to portfolio management changes in June 2019.
4The variation in portfolio turnover rate for Invesco V.I. Growth and Income Fund was due to changes in Invesco's investment outlook.
5The variation in portfolio turnover rate for Invesco V.I. Health Care Fund was due to market conditions.
6The variation in portfolio turnover rate for Invesco V.I. Small Cap Equity Fund was due to a fluctuating volume of redemptions and subscriptions, as well as repositioning within select sectors.
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. Non-public holdings information may not be disclosed except in compliance with the Holdings Disclosure Policy. Details of the Holdings Disclosure Policy and a description of the basis on which employees of Invesco and its affiliates may release information about portfolio securities in certain contexts are provided below. As used in the Holdings Disclosure Policy and throughout the SAI, the term "portfolio holdings information" includes information with respect to the portfolio holdings of a Fund, including holdings that are derivatives and holdings held as short positions. Information generally excluded from "portfolio holdings information" includes, without limitation, (i) descriptions of allocations among asset classes, regions, countries, industries or sectors; (ii) aggregated data such as average or median ratios, market capitalization, credit quality or duration; (iii) performance attributions by asset class, country, industry or sector; (iv) aggregated risk statistics, analysis and simulations, such as stress testing; (v) the characteristics of the stock and bond components of a Fund's 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.
General Disclosures
The Holdings Disclosure Policy permits Invesco to publicly release certain portfolio holdings information of the Funds from time to time. The Funds sell their shares directly or indirectly to life insurance company separate accounts to fund interests in variable annuity and variable life insurance policies issued by such companies, but not directly to the public. Accordingly, the Holdings Disclosure Policy authorizes Invesco to disclose, pursuant to the following table, the Funds' portfolio holdings information on a non- selective basis to all insurance companies whose variable annuity and variable life insurance separate accounts invest directly and indirectly in the Funds and with which the Funds have entered into participation agreements (Insurance Companies) and Invesco has entered into a nondisclosure agreement:
All Funds other than Invesco V.I. Government Money Market Fund
Disclosure |
Date Available/Lag |
Month-end top ten holdings |
Available 10 days after month-end (Holdings as of June 30 available |
|
July 10) |
Calendar quarter-end complete holdings |
Available 25 days after calendar quarter-end (Holdings as of June 30 |
|
available July 25) |
Fiscal quarter-end complete holdings |
Available 55 days after fiscal quarter-end (Holdings as of June 30 |
|
available August 24) |
Invesco V.I. Government Money Market Fund
Information |
Approximate Date of Website |
Information Remains |
|
Posting |
Available on Website |
Weighted average maturity |
Next business day |
Until posting of the following |
information, thirty-day, seven-day |
|
business day's information |
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Information |
Approximate Date of Website |
Information Remains |
|
Posting |
Available on Website |
and one-day yield information; daily |
|
|
dividend factor and total net assets |
|
|
With respect to the Fund and each |
Fifth business day of the month (as |
Not less than six months |
class of redeemable shares thereof: |
of the last business day or |
|
|
subsequent calendar day of the |
|
∙The dollar-weighted average preceding month) portfolio maturity
∙The dollar-weighted average portfolio maturity determined without reference to interest rate readjustments
Selective Disclosures
Selective Disclosure to Insurance Companies. The Holdings Disclosure Policy permits Invesco to disclose Fund Portfolio Holdings Information to Insurance Companies, upon request/on a selective basis, up to five days prior to the scheduled release dates of such information to allow the Insurance Companies to post the information on their websites at approximately the same time that Invesco posts the same
66
information. The Holdings Disclosure Policy incorporates the Board's determination that selectively disclosing portfolio holdings information to facilitate an Insurance Company's dissemination of the information on its website is a legitimate business purpose of the Funds. Insurance Companies that wish to receive such portfolio holdings information in advance must sign a non-disclosure agreement requiring them to maintain the confidentiality of the information until the later of five business days or the scheduled release dates and to refrain from using that information to execute transactions in securities. Invesco does not post the portfolio holdings of the Funds to its website. Not all Insurance Companies that receive Fund portfolio holdings information provide such information on their websites. To obtain information about Fund portfolio holdings, please contact the Insurance Company that issued your variable annuity or variable life insurance policy.
Upon request, Invesco may also disclose certain portfolio holding characteristic information (but not actual portfolio holdings) to Insurance Companies that hold shares in the Funds. Invesco makes such information available to such Insurance Companies prior to the release of full portfolio holdings information pursuant to confidentiality agreements.
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 Fund's 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.
Invesco discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the funds advised by Invesco (the Invesco Funds):
∙Attorneys and accountants;
∙Securities lending agents;
∙Lenders to the Invesco Funds;
∙Rating and rankings agencies;
∙Persons assisting in the voting of proxies;
∙Invesco Funds' custodians;
∙The Invesco Funds' transfer agent(s) (in the event of a redemption in kind);
∙Pricing services, market makers, or other fund accounting software providers (to determine the price of investments held by an Invesco Fund);
∙Brokers identified by the Invesco Funds' portfolio management team who provide execution and research services to the team; and
∙Analysts hired to perform research and analysis for the Invesco Funds' portfolio management team.
∙Insurance Companies which receive portfolio holdings information before Invesco posts portfolio holdings information to Invesco's website (to allow such Insurance Companies to post portfolio
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holdings information to their websites at approximately the same time that Invesco posts portfolio holdings information to Invesco's website).
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 Fund's website and therefore may not be reflected on the portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, shareholders in the applicable Fund, persons considering investing in the Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan and their advisers. The nature and content of the views and statements provided to each of these persons may differ.
Disclosure of portfolio holdings information to traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the investments held by a Fund when purchasing and selling investments through broker-dealers, futures commissions merchants, clearing agencies and other counterparties, requesting bids on investments, obtaining price quotations on investments, or in connection with litigation involving the Funds' portfolio investments. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain Invesco Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose the portfolio holdings of their products at different times than Invesco discloses portfolio holdings for the Invesco Funds.
MANAGEMENT OF THE TRUST
Board of Trustees
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The Trustees and officers of the Trust, their principal occupations during at least the last five years and certain other information concerning them are set forth in Appendix C.
Qualifications and Experience. In addition to the information set forth in Appendix C, the following sets forth additional information about the qualifications and experiences of each of the Trustees.
Interested Trustee
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 Franklin's 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. Flanagan's long experience as an executive in the investment management area benefits the Funds.
Independent Trustees
Bruce L. Crockett, Trustee and Chair
Bruce L. Crockett has been a member of the Board of Trustees of the Invesco Funds since 1978, and has served as Independent Chair of the Board of Trustees and their predecessor funds since 2004.
Mr. Crockett has more than 30 years of experience in finance and general management in the banking, aerospace and telecommunications industries. From 1992 to 1996, he served as president, chief executive officer and a director of COMSAT Corporation, an international satellite and wireless telecommunications company.
Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a strategic consulting firm that provides services to the information technology and communications industries. Mr. Crockett also serves on the Board of ALPS (Attorneys Liability Protection Society) and Ferroglobe PLC (metallurgical company) and he is a life trustee of the University of Rochester Board of Trustees. He is a member of the Audit Committee of Ferroglobe PLC.
The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his extensive experience in managing public companies and familiarity with investment companies.
David C. Arch, Trustee
David C. Arch has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex.
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Mr. Arch is the Chairman of Blistex Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Board of the Illinois Manufacturers' Association and a member of the World Presidents' Organization.
The Board believes that Mr. Arch's 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 Director, Vice President (through 2019) and President (since 2019) 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 non–profit organization, from 2012 to 2015.
The Board believes that Ms. Brown's 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. He is also a member of the Board of Directors of Baylor College of Medicine.
Mr. Fields also served as a Director of Insperity, Inc. (formerly known as Administaff), a premier professional employer organization with clients nationwide until 2015. In addition, Mr. Fields serves as Chairman and sits on the Board of Discovery Learning Alliance, a nonprofit organization dedicated to providing educational resources to people in need around the world through the use of technology.
The Board believes that Mr. Fields' experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Funds.
Cynthia Hostetler, Trustee
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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. Hostetler's 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.
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Ms. Krentzman currently serves as a member of the Board of Trustees 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 as a member of the Audit Committee of the University of Florida National Board Foundation. 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.
From 1996 to 1997, Ms. Krentzman served as an Assistant Director of the Division of Investment Management - Office 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. Krentzman's 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 board's audit and finance committee and nominating committee. He also previously served as Regional Managing Partner from 2009 through 2012 and Managing Partner of KPMG's 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. LaCava's 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.
Previously, Dr. Mathai-Davis served as co-founder 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.
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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 Council on Foreign Relations and its Finance and Budget Committee. 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, a non-profit cultural organization.
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, a bioethics research foundation, and as a Director of Friends of the LRC, a South 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. Motley's 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 and a leading supplier of semiconductor-based solutions, many of which reduce global energy use. She has served on the ON Semiconductor board since 2012.
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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. Ressel's 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 Children's 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. Stern's 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.
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 2017, he was an adjunct professor at the University of Denver's Daniels College of Business.
Mr. Troccoli's leadership roles during his career with KPMG included managing partner and partner in charge of the Denver office's 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 KPMG's 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 KPMG's Private Equity Group.
The Board believes that Mr. Troccoli's 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.
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The Board believes that Mr. Vandivort's 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.
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. Vaughn's experience in financial services and accounting and as a director of other investment companies benefits the Funds.
Christopher L. Wilson, Trustee, Vice Chair and Chair Designate
Christopher L. Wilson has been a member of the Board of Trustees of the Invesco Funds since 2017. He has served as Chair Designate since March 27, 2019 and 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. Wilson's 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.
Management Information
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
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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 Trust's 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 seventeen Trustees, including sixteen 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 Chairman's 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 Trust's Declaration of Trust or By-laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board generally.
The Board believes that its leadership structure, including having an Independent Trustee as Chairman, allows for effective communication between the Trustees and management, among the Trustees and among the Independent Trustees. The existing Board structure, including its Committee structure, provides the Independent Trustees with effective control over Board governance while also allowing them to receive and benefit from insight from the interested Trustee who is an active officer of the Funds' investment adviser. The Board's 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 Board also considers liquidity risk management issues as part of its general oversight responsibilities and oversees the Trust's liquidity risk through, among other things, receiving periodic reporting and presentations by Invesco personnel that address liquidity matters. As required by Rule 22e- 4 under the 1940 Act, the Board, including a majority of the Independent Trustees, has approved the Trust's Liquidity Risk Management ("LRM") Program, which is reasonably designed to assess and manage the Trust's liquidity risk, and has appointed the LRM Program Administrator that is responsible for administering the LRM Program. The Board also reviews, no less frequently than annually, a written report prepared by the LRM Program Administrator that addresses, among other items, the operation of the program and assesses its adequacy and effectiveness of implementation.
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 Fund's major financial risk exposures. In addition, the Audit Committee meets regularly with representatives of Invesco Ltd.'s internal
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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 Invesco's compliance group and meets regularly with the Fund's 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, Invesco's 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 Fund's 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.
Committee Structure
The members of the Audit Committee are Messrs. Arch, Crockett, LaCava (Chair), Troccoli and Vaughn (Vice Chair), 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 December 31, 2019, the Audit Committee held seven meetings.
The members of the Compliance Committee are Messrs. Arch (Chair), Motley, 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 party's 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
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such reports. During the fiscal year ended December 31, 2019, the Compliance Committee held five meetings.
The members of the Governance Committee are Messrs. Crockett, Fields (Chair), LaCava, Vandivort and Wilson, Ms. Stern (Vice Chair) and Drs. Jones and Mathai-Davis. 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 December 31, 2019, the Governance Committee held eight 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 Trust's 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 Trust's 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 year's 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, 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 Committee's 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 December 31, 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 management's discussion of fund performance section of the Designated Funds' periodic shareholder reports.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Fields, 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
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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 Invesco's 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 December 31, 2019, the Valuation, Distribution and Proxy Oversight Committee held five meetings.
Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
Compensation
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, 2019 is found in Appendix D.
Retirement Policy
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 Trustee's 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 Trustee's credited years of service. If a Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be
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made to the deceased Trustee's designated beneficiary for the same length of time that the Trustee would have received the payments based on his or her service or, if the Trustee has elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of disability) to receive any retirement benefit. A Trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustee's 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 Trustee's 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 Trustee's 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 Trustee's 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 Trustee's 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 Trustee's 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 Trustee's 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
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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.
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 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. Each Code of Ethics 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 Fund's portfolio transactions. Unless specifically noted, to the extent a Sub-Adviser has adopted its own Code of Ethics, each Sub-Adviser's Code of Ethics does not materially differ from Invesco's 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 in 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 |
81
Invesco V.I. American Franchise Fund |
Invesco Advisers, Inc. |
Invesco V.I. American Value Fund |
Invesco Advisers, Inc. |
Invesco V.I. Balanced-Risk Allocation Fund |
Invesco Advisers, Inc. |
Invesco V.I. Comstock Fund |
Invesco Advisers, Inc. |
Invesco V.I. Core Equity Fund |
Invesco Advisers, Inc. |
Invesco V.I. Core Plus Bond Fund |
Invesco Advisers, Inc. |
Invesco V.I. Diversified Dividend Fund |
Invesco Advisers, Inc. |
Invesco V.I. Equally-Weighted S&P 500 Fund |
Invesco Advisers, Inc. |
Invesco V.I. Equity and Income Fund |
Invesco Advisers, Inc. |
Invesco V.I. Global Core Equity Fund |
Invesco Advisers, Inc. |
Invesco V.I. Global Real Estate Fund |
Invesco Advisers, Inc. |
Invesco V.I. Government Money Market Fund |
Invesco Advisers, Inc. |
Invesco V.I. Government Securities Fund |
Invesco Advisers, Inc. |
Invesco V.I. Growth and Income Fund |
Invesco Advisers, Inc. |
Invesco V.I. Health Care Fund |
Invesco Advisers, Inc. |
Invesco V.I. High Yield Fund |
Invesco Advisers, Inc. |
Invesco V.I. International Growth Fund |
Invesco Advisers, Inc. |
Invesco V.I. Managed Volatility Fund |
Invesco Advisers, Inc. |
Invesco V.I. Mid Cap Core Equity Fund |
Invesco Advisers, Inc. |
Invesco V.I. S&P 500 Index Fund |
Invesco Advisers, Inc. |
Invesco V.I. Small Cap Equity Fund |
Invesco Advisers, Inc. |
Invesco V.I. Technology Fund |
Invesco Advisers, Inc. |
Invesco V.I. Value Opportunities Fund |
Invesco Advisers, Inc. |
Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy voting policies and procedures, which have been reviewed and approved by the Board, and which are found in Appendix
E.Any material changes to the proxy voting policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of each Fund's proxy voting record. Information regarding how the Funds voted proxies related to their portfolio securities during the 12 months ended June 30, 2019 is available without charge at our website, www.invesco.com/us. This information is also available at the SEC website, http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of the Funds' shares by beneficial or record owners of such Funds 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.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
Invesco serves as the Funds' investment adviser. The Adviser manages the investment operations of the Funds as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds' day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Invesco Advisers Inc. is an indirect, wholly-owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain 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
82
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 Invesco's 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 business of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Fund's accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds' shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class.
|
Annual Rate/Net Assets |
Fund Name |
Per Advisory Agreement |
Invesco V.I. American Franchise Fund |
0.695% of the first $250 million |
|
0.67% of the next $250 million |
|
0.645% of the next $500 million |
|
0.62% of the next $550 million |
|
0.60% of the next $3.45 billion |
|
0.595% of the next $250 million |
|
0.57% of the next $2.25 billion |
|
0.545% of the next $2.5 billion |
|
0.52% of the excess over $10 billion |
Invesco V.I. American Value Fund |
0.72% of the first $1 billion |
|
0.65% of the excess over $1 billion |
Invesco V.I. Balanced-Risk Allocation Fund |
0.95% of the first $250 million |
|
0.925% of the next $250 million |
|
0.90 % of the next $500 million |
|
0.875% of the next $1.5 billion |
|
0.85% of the next $2.5 billion |
|
0.825% of the next $2.5 billion |
|
0.80% of the next $2.5 billion |
|
0.775% of the excess over $10 billion |
Invesco V.I. Comstock Fund |
0.60% of the first $500 million |
|
0.55% of the excess over $500 million |
Invesco V.I. Core Equity Fund |
0.65% of the first $250 million |
|
0.60% of the excess over $250 million |
83
Invesco V.I. Core Plus Bond Fund |
0.450% of the first $500 million |
|
0.425% of the next $500 million |
|
0.400% of the next $1.5 billion |
|
0.375% of the next $2.5 billion |
|
0.350% of the excess over $5 billion |
Invesco V.I. Diversified Dividend Fund |
0.545% of the first $250 million |
|
0.42% of the next $750 million |
|
0.395% of the next $1 billion |
|
0.37% of the excess over $2 billion |
Invesco V.I. Equally-Weighted S&P 500 Fund |
0.12% of the first $2 billion |
|
0.10% of the excess over $2 billion |
Invesco V.I. Equity and Income Fund |
0.50% of the first $150 million |
|
0.45% of the next $100 million |
|
0.40% of the next $100 million |
|
0.35% of the excess over $350 million |
Invesco V.I. Global Core Equity Fund |
0.67% of the first $1 billion |
|
0.645% of the next $500 million |
|
0.62% of the next $1 billion |
|
0.595% of the next $1 billion |
|
0.57% of the next $1 billion |
|
0.545% of the excess over $4.5 billion |
|
0.75% of the first $250 million |
Invesco V.I. Global Real Estate Fund |
0.74% of the next $250 million |
|
0.73% of the next $500 million |
|
0.72% of the next $1.5 billion |
|
0.71% of the next $2.5 billion |
|
0.70% of the next $2.5 billion |
|
0.69% of the next $2.5 billion |
|
0.68% of the excess over $10 billion |
Invesco V.I. Government Money Market Fund* |
0.15% of average daily net assets |
Invesco V.I. Government Securities Fund |
0.50% of the first $250 million |
|
0.45% of the excess over $250 million |
Invesco V.I. Growth and Income Fund |
0.60% of the first $500 million |
|
0.55% of the excess over $500 million |
Invesco V.I. Health Care Fund |
0.75% of the first $250 million |
|
0.74% of the next $250 million |
|
0.73% of the next $500 million |
|
0.72% of the next $1.5 billion |
|
0.71% of the next $2.5 billion |
|
0.70% of the next $2.5 billion |
|
0.69% of the next $2.5 billion |
|
0.68% of the excess over $10 billion |
Invesco V.I. High Yield Fund |
0.625% of the first $200 million |
|
0.55% of the next $300 million |
|
0.50% of the next $500 million |
|
0.45% of the excess over $1 billion |
Invesco V.I. International Growth Fund |
0.75% of the first $250 million |
|
0.70% of the excess over $250 million |
Invesco V.I. Managed Volatility Fund |
0.60% of average daily net assets |
84
Invesco V.I. Mid Cap Core Equity Fund |
0.725% of the first $500 million |
|
0.700% of the next $500 million |
|
0.675% of the next $500 million |
|
0.65% of the excess over $1.5 billion |
Invesco V.I. S&P 500 Index Fund |
0.12% of the first $2 billion |
|
0.10% of the excess over $2 billion |
Invesco V.I. Small Cap Equity Fund |
0.745% of the first $250 million |
|
0.73% of the next $250 million |
|
0.715% of the next $500 million |
|
0.70% of the next $1.5 billion |
|
0.685% of the next $2.5 billion |
|
0.67% of the next $2.5 billion |
|
0.655% of the next $2.5 billion |
|
0.64% of the excess over $10 billion |
Invesco V.I. Technology Fund |
0.75% of the first $250 million |
|
0.74% of the next $250 million |
|
0.73% of the next $500 million |
|
0.72% of the next $1.5 billion |
|
0.71% of the next $2.5 billion |
|
0.70% of the next $2.5 billion |
|
0.69% of the next $2.5 billion |
|
0.68% of the excess over $10 billion |
Invesco V.I. Value Opportunities Fund |
0.695% of the first $250 million |
|
0.67% of the next $250 million |
|
0.645% of the next $500 million |
|
0.62% of the next $1.5 billion |
|
0.595% of the next $2.5 billion |
|
0.57% of the next $2.5 billion |
|
0.545% of the next $2.5 billion |
|
0.52% of the excess over $10 billion |
Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the end of the respective fiscal year in which the voluntary fee waiver or reduction was made.
Invesco has voluntarily undertaken to waive fees to the extent necessary to assist Invesco V.I. Government Money Market Fund in attempting to maintain a positive yield. There is no guarantee that a Money Market Fund will maintain a positive yield. That undertaking may be amended or rescinded at any time.
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 Fund's investment of uninvested cash in the Affiliated Money Market Funds. See "Description of the Funds and Their Investments and Risks " Investment Strategies and Risks " Other Investments " Other Investment Companies."
Invesco V.I. Balanced-Risk Allocation Fund may pursue its investment objective by investing in the Subsidiary. The Subsidiary has entered into a separate contract with the Adviser whereby the Adviser provides investment advisory and other services to the Subsidiary. In consideration of these services, the Subsidiary pays the Adviser a management fee. The Adviser has contractually agreed to waive the advisory fee it receives from the Fund in an amount equal to the advisory fee and administration fee, respectively, paid to the Adviser by the Subsidiary. This waiver may not be terminated by the Adviser and will remain in effect for as long as the Adviser's contract with the Subsidiary is in place.
85
Invesco also has contractually agreed to waive advisory fees or reimburse expenses to the extent necessary to limit 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) for the following Funds' shares:
|
Annual Rate/Net Assets |
|
Fund |
Per Expense Limitation |
|
|
Agreement |
|
|
Expires |
Expires |
|
June 30, 2020 |
April 30, 2021 |
Invesco V.I. American Franchise Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. American Value Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Balanced-Risk Allocation Fund |
|
|
Series I |
- |
0.80% less net AFFE* |
Series II |
- |
1.05% less net AFFE* |
Invesco V.I. Comstock Fund |
|
|
Series I |
- |
0.78% |
Series II |
- |
1.03% |
Invesco V.I. Core Equity Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Core Plus Bond Fund |
|
|
Series I |
- |
0.61% |
Series II |
- |
0.86% |
Invesco V.I. Diversified Dividend Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Equally-Weighted S&P 500 Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Equity and Income Fund |
|
|
Series I |
1.50% |
- |
Series II |
1.75% |
- |
Invesco V.I. Global Core Equity Fund |
|
|
Series I |
2.25% |
- |
Series II |
2.50% |
- |
Invesco V.I. Global Real Estate Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Government Money Market Fund |
|
|
Series I |
1.50% |
- |
Series II |
1.75% |
- |
Invesco V.I. Government Securities Fund |
|
|
Series I |
1.50% |
- |
Series II |
1.75% |
- |
Invesco V.I. Growth and Income Fund |
|
|
Series I |
- |
0.78% |
Series II |
- |
1.03% |
Invesco V.I. Health Care Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. High Yield Fund |
|
|
Series I |
1.50% |
- |
Series II |
1.75% |
- |
Invesco V.I. International Growth Fund |
|
|
Series I |
2.25% |
- |
Series II |
2.50% |
- |
86
|
Annual Rate/Net Assets |
|
Fund |
Per Expense Limitation |
|
|
Agreement |
|
|
Expires |
Expires |
|
June 30, 2020 |
April 30, 2021 |
Invesco V.I. Managed Volatility Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Mid Cap Core Equity Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. S&P 500 Index Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Small Cap Equity Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Technology Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
Invesco V.I. Value Opportunities Fund |
|
|
Series I |
2.00% |
- |
Series II |
2.25% |
- |
*Acquired Fund Fees and Expenses ("AFFE") will be calculated as of the Fund's 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 Fund's fiscal year end will be used throughout the waiver period in establishing the Fund's waiver amount, regardless of whether actual AFFE is more or less during the waiver period.
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 Fund's expense limit.
If applicable, such contractual fee waivers or reductions are set forth in the Fee Table to each Fund's Prospectus. Unless Invesco continues the fee waiver agreements, they will terminate as indicated above. During their terms, the fee waiver agreements cannot be terminated or amended to increase the expense limits or reduce the advisory fee waivers without approval of the Board.
The management fees payable by each Fund, the amounts waived by Invesco and the net fees paid by each Fund for the last three fiscal years ended December 31 are found in Appendix G.
Investment Sub-Advisers
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to each Fund (each, a Sub-Adviser), pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under the Advisers Act are:
Invesco Asset Management Deutschland GmbH (Invesco Deutschland)
Invesco Asset Management (India) Private Limited (Invesco India)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Canada Ltd. (Invesco Canada)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Capital Management LLC (Invesco Capital)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
87
Invesco and each Sub-Adviser are indirect wholly-owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers described above under the Sub-Advisory Agreement are for providing discretionary investment management services. For such services, Invesco will pay each Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which such Sub-Adviser shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate monthly fees paid to the Sub-Advisers under the Sub- Advisory Agreement exceed 40% of the monthly compensation that Invesco receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by Invesco, if any.
Services to the Subsidiary
As with Invesco V.I. Balanced-Risk Allocation Fund, Invesco is responsible for the Subsidiary's day-to-day business pursuant to an investment advisory agreement with the Subsidiary. Under this agreement, Invesco provides the Subsidiary with the same type of management and sub-advisory services, under the same terms and conditions, as are provided to Invesco V.I. Balanced-Risk Allocation Fund. The advisory agreement of the Subsidiary provides for automatic termination upon the termination of the Advisory Agreement, respectively, with respect to Invesco V.I. Balanced-Risk Allocation Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency and audit services with the same service providers that provide those services to Invesco V.I. Balanced-Risk Allocation Fund.
The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by Invesco V.I. Balanced-Risk Allocation Fund. As a result, Invesco, in managing the Subsidiary's portfolio, is subject to the same operational guidelines that apply to the management of Invesco V.I. Balanced-Risk Allocation Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary's portfolio investments and shares of the Subsidiary. Invesco V.I. Balanced- Risk Allocation Fund's Chief Compliance Officer oversees implementation of the Subsidiary's policies and procedures and makes periodic reports to Invesco V.I. Balanced-Risk-Allocation Fund's Board regarding the Subsidiary's compliance with its policies and procedures.
Service Agreements
Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative Services Agreement, Invesco is entitled to receive from the Funds reimbursement of its costs or such reasonable compensation. Currently, Invesco is reimbursed for the services of the Trust's principal financial officer and her staff and any expenses related to fund accounting services.
In addition, Invesco contracts with Participating Insurance Companies for certain administrative services provided to the Funds, which services are described in the Funds' prospectus.
Each Participating Insurance Company negotiates the fees to be paid for the provision of these services. The cost of providing the services and the overall package of services provided may vary from one Participating Insurance Company to another. Invesco does not make an independent assessment of a Participating Insurance Company's cost of providing such services.
88
The Administrative Services Agreement provides that the Funds will reimburse Invesco for its costs in paying the Participating Insurance Companies that provide these services, currently subject to an annual limit of 0.15% of the average net assets invested in each Fund by each Participating Insurance Company. Any amounts paid by Invesco to a Participating Insurance Company in excess of 0.15% of the average net assets invested in each Fund are paid by Invesco out of its own financial resources.
Administrative services fees are found in Appendix I.
For Invesco V.I. Balanced-Risk Allocation Fund, an agreement containing the same material, terms and provisions was entered into between Invesco and the Subsidiary.
Other Service Providers
Transfer Agent. Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046, a wholly-owned subsidiary of Invesco Ltd., is the Trust's 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 for the Funds. The TA Agreement provides that Invesco Investment Services will receive a per trade fee plus out-of-pocket expenses to process orders for purchases and redemptions of shares; prepare and transmit payments for dividends and distributions declared by the Funds; and maintain shareholder accounts.
For Invesco V.I. Balanced-Risk Allocation Fund, an agreement containing the same material terms and provisions was entered into between Invesco and the Subsidiary.
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.
For Invesco V.I. Balanced-Risk Allocation Fund, an agreement containing the same material terms and provisions was entered into between Invesco and the Subsidiary.
Custodian. State Street Bank and Trust Company (the Custodian), 225 Franklin Street, Boston, Massachusetts 02110-2801, is custodian of all securities and cash of the Funds (except Invesco V.I. Government Money Market Fund). The Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, is custodian of all securities and cash of Invesco V.I. Government Money Market Fund. The Bank of New York Mellon also serves as sub-custodian to facilitate cash management.
The Custodian and sub-custodian are authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Funds to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. Invesco is responsible for selecting eligible foreign securities depositories and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities' depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.
89
For Invesco V.I. Balanced-Risk Allocation Fund, an agreement containing the same material terms and provisions was entered into between the Custodian and the Subsidiary.
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 selected, and the Board has ratified and approved, PricewaterhouseCoopers LLP, 1000 Louisiana Street, Suite 5800, Houston, Texas 77002-5021, as the independent registered public accounting firm to audit the financial statements of the Funds. In connection with the audit of the Funds' financial statements, the Funds entered into an engagement letter with PricewaterhouseCoopers LLP. The terms of the engagement letter required by PricewaterhouseCoopers LLP, and agreed to by the Funds' Audit Committee, include a provision mandating the use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or the services provided thereunder.
Counsel to the Trust. Legal matters for the Trust have been passed upon by Stradley Ronon Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania 19103-7018.
Securities Lending Arrangements
The Advisory Agreement describes the administrative services to be rendered by Invesco if a Fund engages in securities lending activities, as well as the compensation Invesco may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the agent) in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with Invesco's instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary.
The Advisory Agreement authorizes Invesco to receive a separate fee equal to 25% of the net monthly interest or fee income retained or paid to the Funds for the administrative services that Invesco renders in connection with securities lending. Invesco has contractually agreed, however, not to charge this fee and to obtain Board approval prior to charging such a fee in the future.
The Board has approved certain Funds' participation in a securities lending program. Under the securities lending program, The Bank of New York Mellon (BNY Mellon) served as the securities lending agent for Invesco V.I. American Franchise Fund, Invesco V.I. Equally-Weighted S&P 500 Fund, Invesco V.I. Global Core Equity 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 and Invesco V.I. Technology Fund from March 18, 2019 through the end of the Funds' most recently completed fiscal year. Prior to March 18, 2019,, Brown Brothers Harriman & Co. (Brown Brothers) served as the securities lending agent for Invesco V.I. Global Core Equity Fund, Invesco V.I. Mid Cap Growth Fund and Invesco V.I. Small Cap Equity Fund, and State Street Bank and Trust Company (State Street) served as the securities lending agent for Invesco V.I. American Franchise Fund, Invesco V.I. Equally-Weighted S&P 500 Fund, Invesco V.I. S&P 500 Index Fund and Invesco V.I. Technology Fund under a separate securities lending programs.
For the fiscal year ended December 31, 2019, the income earned by the Funds, as well as the fees and/or compensation paid by the Funds (in dollars) pursuant to a securities lending agency/authorization agreement between the Trust, with respect to the Funds, and BNY Mellon, State Street or Brown Brothers (each, a "Securities Lending Agent"), were as follows:
Fees and/or compensation for securities lending activities and related services:
90
Fund
Invesco
V.I.
American
Franchise
Fund
Invesco
V.I.
Equally-
Weighted
S&P 500
Fund
Invesco
V.I. Global
Core
Equity
Fund
Invesco
V.I. Mid
Cap Core
Equity
Fund
Invesco
V.I. Mid
Cap
Growth
Fund
Invesco
V.I. S&P
500Index Fund
Invesco
V.I. Small
Cap Equity
Fund
Invesco
V.I.
Technology
Fund
|
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Fees paid |
|
|
|
|
|
|
|
|
for any |
|
|
|
|
|
|
|
|
cash |
|
|
|
|
|
|
|
|
collateral |
|
|
|
|
|
|
|
|
manageme |
|
|
|
|
|
|
|
|
nt service |
|
|
|
|
|
|
|
|
(including |
|
|
|
|
|
|
|
|
fees |
|
|
|
|
|
|
|
|
deducted |
|
|
|
|
|
|
|
|
from a |
|
|
|
|
|
|
|
|
pooled |
|
|
|
|
|
|
|
|
cash |
|
|
|
|
|
|
|
Fees paid |
collateral |
|
|
|
|
|
|
Gross |
to |
reinvestme |
|
|
|
Other |
Aggregate |
|
income |
Securities |
nt vehicle) |
Administrati |
|
|
fees not |
fees/ |
Net income |
from |
Lending |
not |
ve fees not |
Indemnification |
|
included |
compensation |
from |
securities |
Agent from |
included in |
included in |
fees not |
Rebate (paid |
in the |
for securities |
securities |
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a revenue |
the |
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to |
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lending |
activities |
split |
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revenue split |
split |
borrower) |
split |
activities |
activities |
$37,333.69 |
$9,186.59 |
$0 |
$0 |
$0 |
$(54,535.39) |
$0 |
$(45,348.80) |
$82,682.49 |
$12,661.54 |
$331.24 |
$0 |
$0 |
$0 |
$9,460.11 |
$0 |
$9,791.35 |
$2,870.19 |
$399.39 |
$33.55 |
$0 |
$0 |
$0 |
$173.02 |
$0 |
$206.57 |
$192.82 |
$10,047.12 |
$1,356.93 |
$0 |
$0 |
$0 |
$(3,523.02) |
$0 |
$(2,166.09) |
$12,213.21 |
$14,678.03 |
$1,424.40 |
$0 |
$0 |
$0 |
$454.58 |
$0 |
$1,878.98 |
$12,799.05 |
$176.62 |
$2.47 |
$0 |
$0 |
$0 |
$160.33 |
$0 |
$162.80 |
$13.82 |
$49,551.31 |
$2,487.04 |
$0 |
$0 |
$0 |
$26,181.94 |
$0 |
$28,668.98 |
$20,882.33 |
$23,273.96 |
$3,355.18 |
$0 |
$0 |
$0 |
$(10,246.44) |
$0 |
$(6,891.26) |
$30,165.22 |
For the fiscal year ended December 31, 2019, BNY Mellon provided the following services for the Funds in connection with securities lending activities: (i) entering into loans with approved entities subject to guidelines or restrictions provided by the Fund; (ii) negotiating loan terms; (iii) receiving collateral from borrowers; (iv) collecting distributions from borrowers and crediting such distributions to the custodial account; (v) collecting securities loan fees and crediting them to the collateral account; (vi) terminating loans in its reasonable discretion or as directed by the Fund; (vii) effecting currency conversion transactions; (viii) investing and reinvesting cash collateral; (ix) maintaining books and records; and (x) acting as the Fund's agent in connection with all aspects of (including establishment, maintenance, perfection, administration, performance of and realization upon) the security interest in, and lien and charge upon, the collateral.
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For the fiscal year ended December 31, 2019, Brown Brothers and State Street provided the following services for the Funds in connection with securities lending activities: (i) entering into loans with approved entities subject to guidelines or restrictions provided by the Fund; (ii) receiving and holding collateral from borrowers, and facilitating the investment and reinvestment of cash collateral; (iii) monitoring daily the value of the loaned securities and collateral, including receiving and delivering additional collateral as necessary from/to borrowers; (iv) negotiating loan terms; (v) selecting securities to be loaned subject to guidelines or restrictions provided by the Fund; (vi) recordkeeping and account servicing; (vii) monitoring dividend/distribution activity and material proxy votes relating to loaned securities; and (viii) arranging for return of loaned securities to the Fund at loan termination.
Portfolio Managers
Appendix H contains the following information regarding the portfolio managers identified in each Fund's prospectus:
∙The dollar range of the managers' investments in each Fund.
∙A description of the managers' compensation structure.
∙Information regarding other accounts managed 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 Fund's 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. The same procedures also apply to the Subsidiary.
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 Union's 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 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.
Brokerage Transactions
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 trade, 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.
92
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 delegates 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. Invesco's 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.
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.
Commissions
The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other Invesco Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of the various Invesco Funds, including the Trust. These inter-fund transactions 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.
93
Broker Selection
Invesco's or the Sub-Adviser's 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 Broker's 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. Invesco's and the Sub-Advisers' primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Broker's 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 provide brokerage and/or research services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco and its affiliates have investment discretion. For the avoidance of doubt, European Union investment advisers, including Invesco Deutschland and Invesco Asset Management, which may act as sub-adviser to certain Invesco Funds as described in such Funds' prospectuses, must pay for research from broker-dealers directly out of their own resources, rather than through client commissions. Therefore, the use of the defined term "Sub-Advisers" throughout this section shall not be deemed to apply to those Sub-Advisers subject to the MiFID II prohibitions. Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 [Invesco's or the Sub-Advisers'] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion." The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Advisers in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Broker's provision of Soft Dollar Products to Invesco or the Sub-Adviser.
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 Invesco's or a Sub-Adviser's expenses to the extent that Invesco or such Sub-Adviser would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco- managed accounts (or accounts managed by the Sub-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-Adviser may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization:
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and other equity client accounts managed by Invesco. In other words, certain fixed income Invesco Funds are cross- subsidized by the equity Invesco Funds in that the fixed income Invesco Funds receive the benefit of Soft
94
Dollar Products services for which they do not pay. Similarly, other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if Invesco or the Sub-Advisers conclude that the Broker supplying the product is capable of providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and the Sub- Advisers use soft dollars to purchase two types of Soft Dollar Products:
∙proprietary research created by the Broker executing the trade, and
∙other products created by third parties that are supplied to Invesco or the Sub-Advisers through the Broker executing the trade.
Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Broker's 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 Invesco's and/or the Sub-Advisers' own research (and the research of certain of its affiliates), and may include the following types of products and services:
∙Database Services " comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).
∙Quotation/Trading/News Systems " products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.
∙Economic Data/Forecasting Tools " various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.
∙Quantitative/Technical Analysis " software tools that assist in quantitative and technical analysis of investment data.
∙Fundamental/Industry Analysis " industry specific fundamental investment research.
∙Fixed Income Security Analysis – data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities.
95
∙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 Invesco's or the Sub-Advisers' staff follows. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invesco's 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 Invesco's or the Sub-Advisers' research, the receipt of such research tends to improve the quality of Invesco's 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 Fund's 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 Invesco's 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.
Directed Brokerage (Research Services)
Directed brokerage (research services) commissions are found in Appendix K.
Affiliated Transactions
The Adviser or Sub-Adviser may place trades with Invesco Capital Markets, Inc. (ICMI), a broker- dealer with whom it is affiliated, provided the Adviser or Sub-Adviser determines that ICMI's trade execution abilities and costs are at least comparable to those of non-affiliated brokerage firms with which the Adviser or Sub-Adviser could otherwise place similar trades. ICMI receives brokerage commissions in connection
96
with effecting trades for the Funds and, therefore, use of ICMI presents a conflict of interest for the Adviser or Sub-Adviser. Trades placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted by the Board.
Brokerage commissions on affiliated transactions paid by the Funds during the last three fiscal years ended December 31 are found in Appendix J.
Regular Brokers
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 multiple Invesco Funds or other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. Invesco and the Sub-Adviser will also determine the timing and amount of purchases for an account based on its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Adviser will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by Invesco to be fair and equitable. Invesco or the Sub-Adviser may combine transactions in accordance with applicable laws and regulations to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Fund's 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 Fund's or account's 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
The Trust offers the shares of the Funds, on a continuous basis, to both registered and unregistered separate accounts of affiliated and unaffiliated Participating Insurance Companies to fund variable annuity contracts (the Contracts) and variable life insurance policies (Policies). Each separate account contains divisions, each of which corresponds to a Fund in the Trust. Net purchase payments under the Contracts
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are placed in one or more of the divisions of the relevant separate account and the assets of each division are invested in the shares of the Fund which corresponds to that division. Each separate account purchases and redeems shares of these Funds for its divisions at net asset value without sales or redemption charges. Currently several insurance company separate accounts invest in the Funds.
Shares of the Funds may also be sold to funds of funds that serve as underlying investments to insurance company separate accounts. In addition, the Trust, in the future, may offer the shares of its Funds to certain pension and retirement plans (Plans) qualified under the Internal Revenue Code of 1986, as amended (the Code). The relationships of Plans and Plan participants to the Fund would be subject, in part, to the provisions of the individual plans and applicable law. Accordingly, such relationships could be different from those described in this Prospectus for separate accounts and owners of Contracts and Policies, in such areas, for example, as tax matters and voting privileges.
The Board monitors for possible conflicts among separate accounts and funds of funds (and will do so for Plans) buying shares of the Funds. Conflicts could develop for a variety of reasons. For example, violation of the federal tax laws by one separate account investing in a Fund could cause the contracts or policies funded through another separate account to lose their tax-deferred status, unless remedial actions were taken. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, the Board may require a separate account, fund of funds or Plan to withdraw its participation in a Fund. A Fund's net asset value could decrease if it had to sell investment securities to pay redemptions proceeds to a separate account or fund of funds (or Plan) withdrawing because of a conflict.
Calculation of Net Asset Value
For Invesco V.I. Government Money Market Fund: The net asset value per share of the Fund is determined daily as of 12:00 noon and the close of the customary trading session of the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on each business day of the Fund. In the event the NYSE closes early (i.e. before 4:00 p.m. Eastern time) on a particular day, the net asset value of the Fund is determined as of the close of the NYSE on such day. Net asset value per share is determined by dividing the value of the Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all of its liabilities (including accrued expenses and dividends payable) attributable to that class, by the number of shares outstanding of that class and rounding the resulting per share net asset value to the nearest one cent. Determination of the net asset value per share is made in accordance with generally accepted accounting principles.
The Fund uses the amortized cost method to determine its net asset value. 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. While this method provides certainty of valuation, it may result in periods in which the amortized cost value of the Fund's investments is higher or lower than the price that would be received if the investments were sold. During periods of declining interest rates, use by the Fund of the amortized cost method of valuing its portfolio may result in a lower value than the market value of the portfolio, which could be an advantage to new investors relative to existing shareholders. The converse would apply in a period of rising interest rates.
The Fund may use the amortized cost method to determine its net asset value so long as the Fund does not (a) purchase any instrument with a remaining maturity greater than 397 days (for these purposes, repurchase agreements shall not be deemed to involve the purchase by the Fund of the securities pledged as collateral in connection with such agreements) or (b) maintain a dollar-weighted average portfolio maturity in excess of 90 days, and otherwise complies with the terms of rules adopted by the SEC.
The Board has established procedures, in accordance with Rule 2a-7 under the 1940 Act, designed to stabilize the Fund's net asset value per share at $1.00, to the extent reasonably possible. Such procedures include review of portfolio holdings by the trustees at such intervals as they may deem appropriate. The reviews are used to determine whether net asset value, calculated by using available market quotations, deviates from $1.00 per share and, if so, whether such deviation may result in material
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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, in which case the net asset value could possibly be more or less than $1.00 per share. Invesco V.I. Government Money Market Fund intends to comply with any amendments made to Rule 2a-7 which may require corresponding changes in the Fund's procedures which are designed to stabilize the Fund's price per share at $1.00.
For All Other Funds: Each Fund generally determines its net asset value per share once daily on each day the NYSE is open for trading (a business day) as of approximately 4:00 p.m. Eastern Time (the customary close of regular trading) or earlier in the case of a scheduled early close. In the event of an unscheduled early close of the NYSE, each Fund generally still will determine its net asset value per share as of 4:00 p.m. Eastern Time on that business day. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the NYSE. Futures contracts are 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 the 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. The Funds determine net asset value per share by dividing the value of a Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of a Fund's net asset value per share is made in accordance with generally accepted accounting principles. The net asset value for shareholder transactions may be different than the net asset value reported in the Fund's financial statements due to adjustments required by generally accepted accounting principles made to the net assets of the Fund at period end.
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. Investments in open-end and closed- end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
A security listed or traded on an exchange (excluding convertible bonds) held by a 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 on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the OTC market is valued on the basis of prices furnished by independent pricing vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote on the basis of prices 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. Short- term obligations having 60 days or less to maturity and commercial paper are priced at amortized cost, which approximates value.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day at various times 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 the Fund's 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 Invesco believes a development/event has actually caused a closing price to no longer reflect current
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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 Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. 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 Invesco believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco 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, ADRs, domestic and foreign index futures, and exchange-traded funds.
Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Fund. Because the net asset value per share of each Fund is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may be significantly affected on days when an investor cannot exchange or redeem shares of the Fund.
Swap agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry, and company performance.
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.
Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following 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 security's fair value.
For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis.
Redemptions In Kind
Although the Funds, except Invesco V.I. Government Money Market Fund, generally intend to pay redemption proceeds solely in cash, the 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, a Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Fund typically utilizes in valuing such securities.
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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 Funds, has made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election), and therefore, the Trust, on behalf of the Fund, is obligated to redeem for cash all shares presented to such Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Fund's 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.
Payments to Participating Insurance Companies and/or their Affiliates
Invesco or Invesco Distributors may, from time to time, at their expense out of their own financial resources, make cash payments to Participating Insurance Companies and/or their affiliates, as an incentive to promote the sale and retention of Fund shares and for other marketing support services, as further described in each Fund's prospectus. Such cash payments may be calculated on the average daily net assets of the applicable Fund(s) attributable to that particular Participating Insurance Company or its affiliates (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. Invesco or Invesco Distributors may also make other cash payments to Participating Insurance Companies and/or their affiliates in addition to or in lieu of Asset-Based Payments, in the form of payment for travel expenses, including lodging, incurred in connection with trips taken by qualifying registered representatives of those dealer firms and their families to places within or outside the United States; meeting fees; entertainment; transaction processing and transmission charges; advertising or other promotional expenses; or other expenses as determined in Invesco's or Invesco Distributors' discretion. In certain cases these other payments could be significant to the Participating Insurance Companies and/or their affiliates. Generally, commitments to make such payments are terminable upon notice to the Participating Insurance Company and/or their affiliates. However, Invesco and Invesco Distributors have entered into unique agreements with RiverSource Life Insurance Company and its affiliates (RiverSource), where the payment obligation of Invesco or Invesco Distributors can only be terminated on the occurrence of certain specified events. For example, in the event that RiverSource obtains an SEC order to substitute out such RiverSource assets in the Funds or such RiverSource assets in the Funds falls below a pre-determined level, payments by Invesco or Invesco Distributors to RiverSource can then be terminated. Any payments described above will not change the price paid by RiverSource for the purchase of the applicable Fund's shares or the amount that any particular Fund will receive as proceeds from such sales. Invesco or Invesco Distributors determines the cash payments described above in its discretion in response to requests from RiverSource, based on factors it deems relevant. RiverSource may not use sales of the Funds' shares to qualify for any incentives to the extent that such incentives may be prohibited by the laws of any state.
A list of certain entities that received payments as described in this SAI during the 2019 calendar year is attached as Appendix L. The 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 entities not listed below. Accordingly, please contact your Participating Insurance Company to determine whether it or its affiliates currently may be receiving such payments and to obtain further information regarding any such payments.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
Dividends and Distributions
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 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
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Distribution Investment." Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date.
The Fund calculates income dividends and capital gain distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as any other expenses attributable to a particular class (Class Expenses). Class Expenses, including distribution plan expenses, must be allocated to the class for which they are incurred consistent with applicable legal principles under the 1940 Act.
In the event the Invesco V.I. Government Money Market Fund incurs or anticipates any unusual expense, loss or depreciation in the value of a portfolio investment that would adversely affect the net asset value per share of the Fund or the net income per share of a class of the Fund for a particular period, the Board would at that time consider whether to adhere to the present dividend policy described above or to revise it in light of then prevailing circumstances. For example, if the net asset value per share of the Invesco V.I. Government Money Market Fund was reduced or was anticipated to be reduced below $1.00, the Board might suspend further dividend payments on shares of the Fund until the net asset value returns to $1.00. Thus, such expense, loss or depreciation might result in a shareholder receiving no dividends for the period during which it held shares of the Fund and/or its receiving upon redemption a price per share lower than that which it paid.
Tax Matters
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 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.
For federal income tax purposes, the insurance company (rather than the purchaser of a variable contract) is treated as the owner of shares of the Fund selected as an investment option. This is for general information only and not tax advice. Holders of variable contracts should ask their own tax advisors for more information on their own tax situation, including possible federal, state, local and foreign taxes.
Taxation of the Fund. The Fund has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a "regulated investment company" (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a regulated investment company. In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
∙Distribution Requirement " the Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement).
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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).
∙Asset Diversification Test ⎯ the Fund must satisfy the following asset diversification test at the close of each quarter of the Fund's tax year: (1) at least 50% of the value of the Fund's 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 Fund's total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and
(2) no more than 25% of the value of the Fund's 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 Fund's 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 Fund's 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 Fund's 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 Fund's current and accumulated earnings and profits. Failure to qualify as a regulated investment company thus would have a negative impact on the Fund's income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Capital loss carryovers. The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a "net capital loss" (that is, capital losses in excess of capital gains), the excess (if any) of
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the Fund's 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 Fund's next taxable year, and the excess (if any) of the Fund's 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 Fund's 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.
The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% "change in ownership" of the Fund. An ownership change generally results when shareholders owning 5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate thereby reducing the Fund's ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Fund's 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 Fund's 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 Fund's taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such "qualified late year loss" as if it had been incurred in the succeeding taxable year, which may change the timing, amount, or characterization of Fund distributions (see "Taxation of Fund Distributions – Capital gain dividends" below). A "qualified late year loss" includes:
(i)any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year ("post-October capital losses"), and
(ii)the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year.
The terms "specified losses" and "specified gains" mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms "ordinary losses" and "ordinary income" mean other ordinary losses and income that are not described in the preceding sentence. Special rules apply to a fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes.
Undistributed capital gains. The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the corporate income tax rate. If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Asset allocation funds. If the Fund is a fund of funds, asset allocation fund, or a feeder fund in a master-feeder structure (collectively referred to as a "fund of funds" which invests in one or more underlying funds taxable as regulated investment companies) distributions by the underlying funds, redemptions of
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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 Fund's 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 dividends eligible for the corporate dividends-received deduction earned by an underlying fund (see "Taxation of Fund Distributions " Corporate dividends-received deduction" below). However, dividends paid to shareholders by a fund of funds from interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local income tax.
Federal excise tax. To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Fund's 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. However, in any calendar year in which the investment made by Invesco and its affiliates in the Fund does not exceed $250,000, the Fund may qualify for an exemption from the excise tax regardless of whether it has satisfied the foregoing distribution requirements. Funds that do not qualify for this exemption intend to make sufficient distributions to avoid imposition of the 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 Fund's 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.
Invesco V.I. Balanced-Risk Allocation Fund " Investments in Commodities. Invesco V.I. Balanced-Risk Allocation Fund invests in derivatives, financially-linked instruments, and the stock of its own wholly-owned subsidiary (the Subsidiary) to gain exposure to the commodity markets. This strategy may cause the Fund to realize more ordinary income than would be the case if the Fund invested directly in
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commodities. Also, these commodity-linked investments and the income earned thereon must be taken into account by the Fund in complying with the Distribution and Income Requirements and the Asset Diversification Test as described below.
Distribution requirement. The 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). The Subsidiary historically has distributed the "Subpart F" income it earned each year, which the Fund treats as satisfying the Income Requirement (described below). Recently released Treasury Regulations also permit the Fund to treat deemed inclusions as satisfying the Income Requirement even if the Subsidiary does not make a distribution of such income. Consequently, despite the historic practice of the Subsidiary distributing the "Subpart F" income, the Fund and the Subsidiary reserve the right to change such practice and rely on deemed inclusions being treated as qualifying income to the Fund consistent with recently released Treasury Regulations. The Fund intends to distribute the "Subpart F" income each year (whether such income is received by the Fund as an actual distribution or included in the Fund's income as a deemed inclusion as ordinary income, in satisfaction of the Fund's Distribution Requirement. Such distribution by the Fund will not be qualified dividend income eligible for taxation at long-term capital gain rates.
Income requirement. As described above, the Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities, including precious metals, are not considered qualifying income for purposes of satisfying the Income Requirement. See "Tax Treatment of Portfolio Transactions " Investments in commodities " structured notes, corporate subsidiary and certain ETFs." Also, the IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income under Subchapter M of the Code. As a result, the Fund's ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. However, the IRS has issued a number of private letter rulings to other mutual funds, including to another Invesco fund (upon which only the fund that received the private letter ruling can rely), which indicate that income from a fund's investment in certain commodity-linked notes and a wholly-owned foreign subsidiary that invests in commodity-linked derivatives, such as the Subsidiary, constitutes qualifying income. However, in September 2016 the IRS announced that it will no longer issue private letter rulings on questions relating to the treatment of a corporation as a regulated investment company that require a determination of whether a financial instrument or position 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, the Fund may invest in certain commodity-linked notes: (a) directly, 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 or (b) indirectly through the Subsidiary. 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 satisfying the Income Requirement even if a foreign corporation, such as the 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 the Fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement, which the Fund must continue to satisfy to maintain its status as a RIC. The tax treatment of the Fund and its shareholders in the event the Fund fails to qualify as a RIC is described above under "Taxation of the Fund ─Qualification as a regulated investment company.
Asset diversification test. For purposes of the Asset Diversification Test, the Fund's investment in the Subsidiary would be considered a security of one issuer. Accordingly, the Fund intends to limit its
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investment in the Subsidiary to no more than 25% of the value of the Fund's total assets in order to satisfy the Asset Diversification Test.
Taxation of the Subsidiary. On the basis of current law and practice, the Subsidiary will not be liable for income tax in the Cayman Islands. Distributions by the Subsidiary to the Fund will not be subject to withholding tax in the Cayman Islands. In addition, the Subsidiary's investment in commodity-linked derivatives and other assets held as collateral are anticipated to qualify for a safe harbor under Code Section 864(b) so that the Subsidiary will not be treated as conducting a U.S. trade or business. Thus, the Subsidiary should not be subject to U.S. federal income tax on a net basis. However, if certain of the Subsidiary's activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, or be taxed as such.
In general, a foreign corporation, such as the Subsidiary, that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business, subject to certain exemptions, including among others, exemptions for capital gains, portfolio interest and income from notional principal contracts. It is not anticipated that the Subsidiary will be subject to material amounts of U.S. withholding tax on its portfolio investments. The Subsidiary intends to properly certify its status as a non-U.S. person to each custodian and withholding agent to avoid U.S. backup withholding requirements. Additionally, the Subsidiary intends to qualify as a "participating FFI" or otherwise qualify for an exemption under Chapter 4 of the Code to avoid U.S. withholding tax under the Foreign Account Tax Compliance Act.
Special Rules Applicable To Variable Contracts. The Fund intends to comply with the diversification requirements imposed by Section 817(h) of the Code and the regulations thereunder. These requirements, which are in addition to the diversification requirements imposed on the Fund by the 1940 Act and Subchapter M of the Code, place certain limitations on (i) the assets of the insurance company separate accounts (referred to as "segregated asset accounts" for federal income tax purposes) that may be invested in securities of a single issuer and (ii) eligible investors. Because Section 817(h) and those regulations treat the assets of the Fund as assets of the corresponding division of the insurance company segregated asset accounts, the Fund intends to comply with these diversification requirements. Specifically, the regulations provide that, except as permitted by the "safe harbor" described below, as of the end of each calendar quarter or within 30 days thereafter no more than 55% of the Fund's total assets may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments and no more than 90% by any four investments. For this purpose, all securities of the same issuer are considered a single investment, and while each U.S. Government agency and instrumentality is considered a separate issuer, a particular foreign government and its agencies, instrumentalities and political subdivisions all will be considered the same issuer. Section 817(h) provides, as a safe harbor, that a segregated asset account will be treated as being adequately diversified if the Asset Diversification Test is satisfied and no more than 55% of the value of the account's total assets are cash and cash items (including receivables), government securities and securities of other RICs. The regulations also provide that the Fund's shareholders are limited, generally, to life insurance company segregated asset accounts, general accounts of the same life insurance company, an investment adviser or affiliate in connection with the creation or management of the Fund or the trustee of a qualified pension plan. Failure of the Fund to satisfy the Section 817(h) requirements would result in taxation of and treatment of the contract holders investing in a corresponding insurance company division other than as described in the applicable prospectuses of the various insurance company segregated asset accounts.
Also, a contract holder should not be able to direct the Fund's investment in any particular asset so as to avoid the prohibition on investor control. The IRS may consider several factors in determining whether a contract holder has an impermissible level of investor control over a segregated asset account. One factor the IRS considers when a segregated asset account invests in one or more RICs is whether a RIC's investment strategies are sufficiently broad to prevent a contract holder from being deemed to be making particular investment decisions through its investment in the segregated asset account. Current IRS guidance indicates that typical RIC investment strategies, even those with a specific sector or geographical focus, are generally considered sufficiently broad to prevent a contract holder from being deemed to be
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making particular investment decisions through its investment in a segregated asset account. The relationship between the Fund and the variable contracts is designed to satisfy the current expressed view of the IRS on this subject, such that the investor control doctrine should not apply. However, because of some uncertainty with respect to this subject and because the IRS may issue further guidance on this subject, the Fund reserves the right to make such changes as are deemed necessary or appropriate to reduce the risk that a variable contract might be subject to current taxation because of investor control.
Another factor that the IRS examines concerns actions of contract holders. Under the IRS pronouncements, a contract holder may not select or control particular investments, other than choosing among broad investment choices such as selecting a particular fund. A contract holder thus may not select or direct the purchase or sale of a particular investment of the Fund. All investment decisions concerning the Fund must be made by the portfolio managers in their sole and absolute discretion, and not by a contract holder. Furthermore, under the IRS pronouncements, a contract holders may not communicate directly or indirectly with such portfolio managers or any related investment officers concerning the selection, quality, or rate of return of any specific investment or group of investments held by the Fund.
The Treasury Department may issue future pronouncements addressing the circumstances in which a variable contract owner's control of the investments of a segregated asset account may cause the contract owner, rather than the insurance company, to be treated as the owner of the assets held by the segregated asset account. If the contract owner is considered the owner of the segregated asset account, income and gains produced by those securities would be included currently in the contract owner's gross income. It is not known what standards will be set forth in any such pronouncements or when, if at all, these pronouncements may be issued.
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 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 Fund's net investment income from which dividends may be paid. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid may be qualified dividends eligible for the corporate dividends- received deduction.
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 its 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. 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.
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.
Maintaining a $1 share price " Invesco V.I. Government Money Market Fund. Gains and losses on the sale of portfolio securities and unrealized appreciation or depreciation in the value of these securities may require the Fund to adjust its dividends to maintain its $1 share price. This procedure may result in
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under- or over-distributions by the Fund of its net investment income. This in turn may result in return of capital distributions, the effect of which is described in the following paragraph.
Return of capital distributions. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in its shares; any excess will be treated as gain from the sale of its shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholder's tax basis in its Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund overestimates the income to be received from certain investments such as those classified as partnerships or equity REITs. See "Tax Treatment of Portfolio Transactions " Investments in U.S. REITs."
Pass-through of foreign tax credits. If more than 50% of the value of the Fund's 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 Fund's 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). 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.
Consent dividends. The Fund may utilize consent dividend provisions of Section 565 of the Code to make distributions. Provided that all shareholders agree in a consent filed with the income tax return of the Fund to treat as a dividend the amount specified in the consent, the amount will be considered a distribution just as any other distribution paid in money and reinvested back into the Fund.
Reportable transactions. Under Treasury regulations, if a shareholder recognizes a loss with respect to the Fund's 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 taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Tax Treatment of Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund. This section should be read in conjunction with the discussion under "Description of the Funds and their Investments and Risks ⎯ Investment Strategies and Risks" for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In general. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the
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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 fund's investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a fund. Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions. In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the fund's 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 fund's 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 fund's 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
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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 fund's 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 fund's investments in derivatives and foreign currency-denominated instruments, and the fund's transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a fund's 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 fund's 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 fund's 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 recipient's basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions. A fund's 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 fund's ordinary income distributions to you, and may cause some or all of the fund's previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments. A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the fund's 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 fund's pro rata share of any such taxes will reduce the fund's return on its investment. A fund's investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in "Tax Treatment of Portfolio Transactions " PFIC investments." Additionally, foreign withholding taxes on distributions from the non- U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in "Taxation of the
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Fund " Foreign income tax." Also, the fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non- U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT's 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. REIT's 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. REIT's current and accumulated earnings and profits. Also, see "Tax Treatment of Portfolio Transactions " Investment in taxable mortgage pools (excess inclusion income)."
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 fund's income from a U.S. REIT that is attributable to the REIT's residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a "taxable mortgage pool" (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a "disqualified organization" (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the corporate income tax rate. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. Code Section 860E(f) further provides that, except as provided in regulations (which have not been issued), with respect to any variable contract (as defined in section 817), there shall be no adjustment in the reserve to the extent of any excess inclusion. 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
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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 fund's 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 (such as the 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 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
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treated as a controlled foreign corporation for federal income tax purposes. The Subsidiary historically has distributed the "Subpart F" income it earned each year, which the Fund treats as satisfying the Income Requirement. 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 satisfying the Income Requirement even if a foreign corporation, such as the Subsidiary, does not make a distribution of such income. Consequently, despite the historic practice of the Subsidiary distributing the "Subpart F" income, the Fund and the Subsidiary reserve the right to change such practice and rely on deemed inclusions of the "Subpart F" income being treated as qualifying income to the Fund consistent with recently released Treasury Regulations. 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. Also see "Invesco V.I. Balanced-Risk Allocation Fund " Investments in Commodities" with respect to investments in the Subsidiary.
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-holder's 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 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 issuer's 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.
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
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above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder's particular situation.
DISTRIBUTION OF SECURITIES
Distributor
The Trust has entered into a master distribution agreement 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, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See "Management of the Trust."
The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute shares of the Funds on a continuous basis.
The Trust (on behalf of any class of any Fund) or Invesco Distributors may terminate the Distribution Agreement on sixty (60) days' written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.
Distribution Plan
The Trust has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund's Series II shares (the Plan). Each Fund, pursuant to the Plan, pays Invesco Distributors compensation at the annual rate of 0.25% of average daily net assets of Series II shares.
The Plan compensates Invesco Distributors for the purpose of financing any activity which is primarily intended to result in the sale of Series II shares of the Funds. Distribution activities appropriate for financing under the Plan include, but are not limited to, the following: expenses relating to the development, preparation, printing and distribution of advertisements and sales literature and other promotional materials describing and/or relating to the Fund; expenses of training sales personnel regarding the Fund; expenses of organizing and conducting seminars and sales meetings designed to promote the distribution of the Series II shares; compensation to financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the distribution of the Series II shares to Fund variable annuity and variable insurance contracts investing directly in the Series II shares; compensation to sales personnel in connection with the allocation of cash values and premium of variable annuity and variable insurance contracts to investments in the Series II shares; compensation to and expenses of employees of Invesco Distributors, including overhead and telephone expenses, who engage in the distribution of the Series II shares; and the costs of administering the Plan.
Amounts payable by a Fund under the Plan need not be directly related to the expenses actually incurred by Invesco Distributors on behalf of each Fund. The Plan does not obligate the Funds to reimburse Invesco Distributors for the actual expenses Invesco Distributors may incur in fulfilling its obligations under the Plan. Thus, even if Invesco Distributors' actual expenses exceed the fee payable to Invesco Distributors at any given time, the Funds will not be obligated to pay more than that fee. If Invesco Distributors' expenses are less than the fee it receives, Invesco Distributors will retain the full amount of the fee. No provision of this Distribution Plan shall be interpreted to prohibit any payments by the Trust during periods when the Trust has suspended or otherwise limited sales. Payments pursuant to the Plan are subject to any applicable limitations imposed by rules of the Financial Industry Regulatory Authority (FINRA).
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Series
IIshares. 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.
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Invesco Distributors has entered into agreements with Participating Insurance Companies and other financial intermediaries to provide the distribution services in furtherance of the Plan. Currently, Invesco Distributors pays Participating Insurance Companies and others at the annual rate of 0.25% of average daily net assets of Series II shares attributable to the Contracts issued by the Participating Insurance Company as compensation for providing such distribution services. Invesco Distributors does not act as principal, but rather as agent for the Funds, in making distribution service payments. These payments are an obligation of the Funds and not of Invesco Distributors.
See Appendix M for a list of the amounts paid by Series II shares to Invesco Distributors pursuant to the Plan for the year, or period, ended December 31, 2019 and Appendix N for an estimate by category of the allocation of actual fees paid by Series II shares of each Fund pursuant to its respective distribution plan for the year or period ended December 31, 2019.
As required by Rule 12b-1, the Plan approved by the Board, including a majority of the trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the "Rule 12b-1 Trustees). In approving the 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 Plan would benefit each Series II class shares of the Funds and its respective shareholders by, among other things, providing broker-dealers with an incentive to sell additional shares of the Trust, thereby helping to satisfy the Trust's liquidity needs and helping to increase the Trust's investment flexibility.
Unless terminated earlier in accordance with its terms, the Plan continues from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees. The Plan requires Invesco Distributors to provide the Board at least quarterly with a written report of the amounts expended pursuant to the Distribution Plan and the purposes for which such expenditures were made. The Board reviews these reports in connection with their decisions with respect to the Plan. A Plan may be terminated as to any Fund or Series II shares by the vote of a majority of the Rule 12b-1 Trustees or, with respect to the Series II shares, by the vote of a majority of the outstanding voting securities of the Series II shares.
Any change in the Plan that would increase materially the distribution expenses paid by the Series
IIshares requires shareholder approval. No material amendment to the Plan may be made unless approved by the affirmative vote of a majority of the Rule 12b-1 Trustees cast in person at a meeting called for the purpose of voting upon such amendment.
Invesco Distributors has voluntarily undertaken to waive or reduce 12b-1 fees to the extent necessary to assist Invesco V.I. Government Money Market Fund in attempting to maintain a positive yield. There is no guarantee that a Money Market Fund will maintain a positive yield. That undertaking may be amended or rescinded at any time.
FINANCIAL STATEMENTS
The audited financial statements for the Fund's most recent fiscal year ended December 31, 2019, including the notes thereto, and the reports of PricewaterhouseCoopers LLP thereon, are incorporated by reference to the annual reports to shareholders for the Funds contained in the Form N-CSR filed on February 27, 2020.
The portions of such Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.
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APPENDIX A
RATINGS OF DEBT SECURITIES
The following is a description of the factors underlying the debt ratings of Moody's, S&P, and Fitch.
Moody's 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:
Ba:
B:Obligations rated 'B' are considered speculative and are subject to high credit risk.
Caa:
Ca:
C:Obligations rated 'C' are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody's 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.
Moody's 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):
A-1
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Moody's 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 municipality's rating. Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales (i.e., the MIG and VMIG scales discussed below).
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer's long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels—MIG 1 through MIG 3—while 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. The components are a long-term rating and a short-term demand obligation rating. The long-term rating addresses the issuer's ability to meet scheduled principal and interest payments. The short-term demand obligation rating addresses the ability of the issuer or the liquidity provider to make payments associated with the purchase-price-upon-demand feature ("demand feature") of the VRDO. The short-term demand obligation rating uses the VMIG scale. VMIG ratings with liquidity support use as an input the short-term Counterparty Risk Assessment of the support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support. Transitions of VMIG ratings of demand obligations with conditional liquidity support differ from transitions on the Prime scale to reflect the risk that external liquidity support will terminate if the issuer's long-term rating drops below investment grade. Please see our methodology that discusses demand obligations with conditional liquidity support.
We typically assign the VMIG short-term demand obligation rating if the frequency of the demand feature
is less than every three years. If the frequency of the demand feature is less than three years but the purchase price is payable only with remarketing proceeds, the short-term demand obligation rating is "NR".
VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
A-2
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG:This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Standard & Poor's Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on S&P Global Ratings' analysis of the following considerations:
∙The likelihood of payment--the capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
∙The nature and provisions of the financial obligation, and the promise we impute; and
∙The protection afforded by, and relative position of, the financial obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
Issue ratings are an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA:An obligation rated 'AAA' has the highest rating assigned by S&P Global Ratings. The obligor's 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 obligor's 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 obligor's 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 obligor's 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
A-3
conditions which could lead to the obligor's 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 obligor's 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 obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.
Plus (+) or minus (-):
The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR: This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy.
Standard & Poor's Short-Term Issue Credit Ratings
A-1: An obligor rated 'A-1' has strong capacity to meet its financial commitments. It is rated in the highest category by S&P Global Ratings. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitments is extremely strong.
A-2: An obligor rated 'A-2' has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.
A-3: An obligor rated 'A-3' has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments.
B:An obligor 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 obligor's inadequate capacity to meet its financial commitments.
A-4
C:An obligor rated 'C' is currently vulnerable to nonpayment that would result in an 'SD' or 'D' issuer rating and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments.
SD and D:
An obligor is rated 'SD' (selective default) or 'D' if S&P Global Ratings considers there to be a default on one or more of its financial obligations, whether long- or short-term, including rated and unrated obligations but excluding hybrid instruments classified as regulatory capital or in nonpayment according to terms. A 'D' rating is assigned when S&P Global Ratings believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An 'SD' rating is assigned when S&P Global Ratings believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. A rating on an obligor is lowered to 'D' or 'SD' if it is conducting a distressed exchange offer.
Standard & Poor's Municipal Short-Term Note Ratings Definitions
An S&P Global Ratings U.S. municipal note rating reflects S&P Global Ratings' opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P Global Ratings' analysis will review the following considerations:
∙Amortization schedule -- the larger final maturity relative to other maturities, the more likely it will be treated as a note; and
∙Source of payment -- the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3: Speculative capacity to pay principal and interest.
D:'D' is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
Standard & Poor's Dual Ratings
Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, 'AAA/A-1+' or 'A-1+/A-1'). With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, 'SP- 1+/A-1+').
Fitch Credit Rating Scales
A-5
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.
Fitch's 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 agency's 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 Fitch's 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.
Fitch's 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 instrument's documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation's 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
A-6
notch-specific view using the primary rating scale of how an existing or potential rating may be changed by
agiven set of hypothetical circumstances. Rating Assessments are point-in-time opinions. Rating Assessments are not monitored; they are not placed on Watch or assigned an Outlook and are not published.
Fitch Long-Term Rating Scales
Issuer Default Ratings
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities in global infrastructure and project finance. IDRs opine on an entity's 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 agency's view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.
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.
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-7
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 Fitch's opinion has experienced:
a.an uncured payment default or distressed debt exchange 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 agency's 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 issuer's financial obligations or local commercial practice.
Notes
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-Term IDR category, or to Long-Term IDR categories below 'B'.
Fitch Short-Term Rating Scales
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation
A-8
governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B:Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C:High Short-Term Default Risk. Default is a real possibility.
RD: Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D:Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A-9
APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of February 6, 2020)
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. |
Custodian and Securities Lender (each, respectively, 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 |
|
Citibank, N.A. |
Custodian and Securities Lender (each, respectively, for certain |
|
Invesco Funds) |
||
|
||
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 |
Service Provider |
|
(Europe) Ltd. |
||
|
||
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) |
|
Deutsche Bank Trust Company Americas |
Custodian and Securities Lender (each, respectively, 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) |
|
|
B-1 |
Service Provider |
Disclosure Category |
|
|
|
|
Hattier, Sanford & Reynoir |
Broker (for certain Invesco Funds) |
|
Hutchinson, Shockey, Erley & Co. |
Broker (for certain Invesco Funds) |
|
ICI (Investment Company Institute) |
Analyst (for certain Invesco Funds) |
|
ICRA Online Ltd. |
Rating & Ranking Agency (for certain Invesco Funds) |
|
Lincoln Investment Advisors Corporation |
Other |
|
iMoneyNet, Inc. |
Rating & Ranking Agency (for certain Invesco Funds) |
|
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 Chase Bank |
Custodian and Securities Lender (each, respectively, for certain |
|
Invesco Funds) |
||
|
||
J.P. Morgan Securities, Inc. |
Analyst (for certain Invesco Funds) |
|
J.P. Morgan Securities Inc.\Citigroup Global Markets |
Lender (for certain Invesco Funds) |
|
Inc.\JPMorgan Chase Bank, N.A. |
||
|
||
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 |
|
Moody's 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 & |
Securities Lender (for certain Invesco Funds) |
|
Co. Incorporated |
||
|
||
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) |
|
|
B-2 |
Service Provider |
Disclosure Category |
|
|
|
|
Reuters America LLC |
Pricing Service (for certain Invesco Funds) |
|
Rice Financial Products |
Broker (for certain Invesco Funds) |
|
Robert W. Baird & Co. Incorporated |
Broker (for certain Invesco Funds) |
|
RR Donnelley Financial |
Financial Printer |
|
Ryan Beck & Co. |
Broker (for certain Invesco Funds) |
|
SAMCO Capital Markets, Inc. |
Broker (for certain Invesco Funds) |
|
Seattle-Northwest Securities Corporation |
Broker (for certain Invesco Funds) |
|
Siebert Brandford Shank & Co., L.L.C. |
Broker (for certain Invesco Funds) |
|
Simon Printing Company |
Financial Printer |
|
Southwest Precision Printers, Inc. |
Financial Printer |
|
Southwest Securities |
Broker (for certain Invesco Funds) |
|
Standard and Poor's/Standard and Poor's Securities |
Pricing Service and Rating and Ranking Agency (each, |
|
Evaluations, Inc. |
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) |
|
UMB Bank, N.A. |
Custodian and Securities Lender (each, respectively, for certain |
|
Invesco Funds) |
||
|
||
VCI Group Inc. |
Financial Printer |
|
Vining Sparks IBG |
Broker (for Certain Invesco Funds) |
|
W.H Mell Associates, Inc. |
Broker (for certain Invesco Funds) |
|
Wachovia National Bank, N.A. |
Broker (for certain Invesco Funds) |
|
Western Lithograph |
Financial Printer |
|
Wiley Bros. Aintree Capital L.L.C. |
Broker (for certain Invesco Funds) |
|
William Blair & Co. |
Broker (for certain Invesco Funds) |
|
XSP, LLC\Solutions Plus, Inc. |
Software Provider |
B-3
APPENDIX C
TRUSTEES AND OFFICERS
As of March 31, 2020
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 Trust's 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 |
Trustee |
Principal Occupation(s) |
Number |
Other |
|
Birth and |
and/or |
During Past 5 Years |
of Funds |
Trusteeship(s)/ |
|
Position(s) Held |
Officer |
|
in Fund |
Directorship |
|
with the Trust |
Since |
|
Complex |
Held by |
|
|
|
|
Overseen |
Trustee/Director |
|
|
|
|
by |
During Past |
|
|
|
|
Trustee |
5 Years |
|
Interested Trustee: |
|
|
|
|
|
Martin L. |
2007 |
Executive Director, Chief Executive Officer and |
229 |
None |
|
Flanagan1 - 1960 |
|
President, Invesco Ltd. (ultimate parent of Invesco |
|
|
|
Trustee and Vice |
|
and a global investment management firm); Trustee |
|
|
|
Chair |
|
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) |
|
|
|
Independent Trustees |
|
|
|
|
|
Bruce L. Crockett |
1993 |
Chairman, Crockett Technologies Associates |
229 |
Director and |
|
– 1944 |
|
(technology consulting company) |
|
Chairman of the |
|
Trustee and Chair |
|
|
|
Audit Committee, |
|
|
|
|
|
ALPS (Attorneys |
|
1Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser.
C-1
|
|
Formerly: Director, Captaris (unified messaging |
|
Liability |
|
|
provider); Director, President and Chief Executive |
|
Protection |
|
|
Officer, COMSAT Corporation; Chairman, Board of |
|
Society) |
|
|
Governors of INTELSAT (international |
|
(insurance |
|
|
communications company); ACE Limited (insurance |
|
company); |
|
|
company); Independent Directors Council and |
|
Director and |
|
|
Investment Company Institute: Member of the Audit |
|
Member of the |
|
|
Committee, Investment Company Institute; Member |
|
Audit Committee |
|
|
of the Executive Committee and Chair of the |
|
and |
|
|
Governance Committee, Independent Directors |
|
Compensation |
|
|
Council |
|
Committee, |
|
|
|
|
Ferroglobe PLC |
|
|
|
|
(metallurgical |
|
|
|
|
company) |
David C. Arch – |
2010 |
Chairman of Blistex Inc. (consumer health care |
229 |
Board member of |
1945 |
|
products manufacturer); Member, World Presidents' |
|
the Illinois |
Trustee |
|
Organization |
|
Manufacturers' |
|
|
|
|
Association |
Beth Ann Brown – |
2019 |
Independent Consultant |
229 |
Director, Board |
1968 |
|
|
|
of Directors of |
Trustee |
|
Formerly: Head of Intermediary Distribution, |
|
Caron |
|
|
Managing Director, Strategic Relations, Managing |
|
Engineering Inc.; |
|
|
Director, Head of National Accounts, Senior Vice |
|
Advisor, Board of |
|
|
President, National Account Manager and Senior |
|
Advisors of |
|
|
Vice President, Key Account Manager, Columbia |
|
Caron |
|
|
Management Investment Advisers LLC; Vice |
|
Engineering Inc.; |
|
|
President, Key Account Manager, Liberty Funds |
|
President and |
|
|
Distributor, Inc.; and Trustee of certain Oppenheimer |
|
Director, Acton |
|
|
Funds |
|
Shapleigh Youth |
|
|
|
|
Conservation |
|
|
|
|
Corps (non - |
|
|
|
|
profit); and |
|
|
|
|
President and |
|
|
|
|
Director of |
|
|
|
|
Grahamtastic |
|
|
|
|
Connection (non- |
|
|
|
|
profit) |
Jack M. Fields – |
1997 |
Chief Executive Officer, Twenty First Century Group, |
229 |
Member, Board |
1952 |
|
Inc. (government affairs company); and Chairman, |
|
of Directors of |
Trustee |
|
Discovery Learning Alliance (non-profit) |
|
Baylor College of |
|
|
|
|
Medicine |
|
|
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 |
|
|
Cynthia Hostetler |
2017 |
Non-Executive Director and Trustee of a number of |
229 |
Vulcan Materials |
—1962 |
|
public and private business corporations |
|
Company |
Trustee |
|
|
|
(construction |
|
|
|
|
materials |
|
|
|
|
company); Trilinc |
|
|
|
|
Global Impact |
|
|
|
|
Fund; Genesee |
|
|
C-2 |
|
|
|
|
Formerly: Director, Aberdeen Investment Funds (4 |
|
& Wyoming, Inc. |
|
|
portfolios); Head of Investment Funds and Private |
|
(railroads); Artio |
|
|
Equity, Overseas Private Investment Corporation; |
|
Global |
|
|
President, First Manhattan Bancorporation, Inc.; |
|
Investment LLC |
|
|
Attorney, Simpson Thacher & Bartlett LLP |
|
(mutual fund |
|
|
|
|
complex); Edgen |
|
|
|
|
Group, Inc. |
|
|
|
|
(specialized |
|
|
|
|
energy and |
|
|
|
|
infrastructure |
|
|
|
|
products |
|
|
|
|
distributor); |
|
|
|
|
Investment |
|
|
|
|
Company |
|
|
|
|
Institute |
|
|
|
|
(professional |
|
|
|
|
organization); |
|
|
|
|
Independent |
|
|
|
|
Directors Council |
|
|
|
|
(professional |
|
|
|
|
organization) |
Eli Jones – 1961 |
2016 |
Professor and Dean, Mays Business School - Texas |
229 |
Insperity, Inc. |
Trustee |
|
A&M University |
|
(formerly known |
|
|
|
|
as Administaff) |
|
|
Formerly: Professor and Dean, Walton College of |
|
(human |
|
|
Business, University of Arkansas and E.J. Ourso |
|
resources |
|
|
College of Business, Louisiana State University; |
|
provider) |
|
|
Director, Arvest Bank |
|
|
Elizabeth |
2019 |
Formerly: Principal and Chief Regulatory Advisor for |
229 |
Trustee of the |
Krentzman – 1959 |
|
Asset Management Services and U.S. Mutual Fund |
|
University of |
Trustee |
|
Leader of Deloitte & Touche LLP; General Counsel of |
|
Florida National |
|
|
the Investment Company Institute (trade association); |
|
Board |
|
|
National Director of the Investment Management |
|
Foundation; |
|
|
Regulatory Consulting Practice, Principal, Director |
|
Member of the |
|
|
and Senior Manager of Deloitte & Touche LLP; |
|
Cartica Funds |
|
|
Assistant Director of the Division of Investment |
|
Board of |
|
|
Management - Office of Disclosure and Investment |
|
Directors (private |
|
|
Adviser Regulation of the U.S. Securities and |
|
investment |
|
|
Exchange Commission and various positions with |
|
funds); Member |
|
|
the Division of Investment Management – Office of |
|
of the University |
|
|
Regulatory Policy of the U.S. Securities and |
|
of Florida Law |
|
|
Exchange Commission; Associate at Ropes & Gray |
|
Center |
|
|
LLP; and Trustee of certain Oppenheimer Funds |
|
Association, Inc. |
|
|
|
|
Board of |
|
|
|
|
Trustees and |
|
|
|
|
Audit Committee |
|
|
|
|
Member |
C-3
C-5
Officers
Sheri Morris – |
1999 |
Head of Global Fund Services, Invesco Ltd.; |
N/A |
N/A |
1964 |
|
President, Principal Executive Officer and Treasurer, |
|
|
President, |
|
The Invesco Funds; Vice President, Invesco |
|
|
Principal Executive |
|
Advisers, Inc. (formerly known as Invesco Institutional |
|
|
Officer and |
|
(N.A.), Inc.) (registered investment adviser); and Vice |
|
|
Treasurer |
|
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; and Vice President, |
|
|
|
|
OppenheimerFunds, Inc. |
|
|
|
|
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 |
|
|
Russell C. Burk – |
2005 |
Senior Vice President and Senior Officer, The |
N/A |
N/A |
1958 |
|
Invesco Funds |
|
|
Senior Vice |
|
|
|
|
President and |
|
|
|
|
Senior Officer |
|
|
|
|
C-6
C-7
Andrew R. |
2019 |
Head of the Americas and Senior Managing Director, |
N/A |
N/A |
Schlossberg – |
|
Invesco Ltd.; Director and Senior Vice President, |
|
|
1974 |
|
|
|
|
|
Invesco Advisers, Inc. (formerly known as Invesco |
|
|
|
Senior Vice |
|
|
|
|
|
Institutional (N.A.), Inc.) (registered investment |
|
|
|
President |
|
|
|
|
|
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 |
|
|
John M. Zerr – |
2006 |
Chief Operating Officer of the Americas; Senior Vice |
N/A |
N/A |
1962 |
|
President, Invesco Advisers, Inc. (formerly known as |
|
|
Senior Vice |
|
Invesco Institutional (N.A.), Inc.) (registered |
|
|
President |
|
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); |
|
|
|
|
President, Invesco, Inc.; President, Invesco Global |
|
|
|
|
Direct Real Estate Feeder GP Ltd.; President, |
|
|
|
|
Invesco IP Holdings (Canada) Ltd; President, Invesco |
|
|
|
|
C-8 |
|
|
|
|
Global Direct Real Estate GP Ltd.; President, Invesco |
|
|
|
|
Financial Services Ltd. / Services Financiers Invesco |
|
|
|
|
Ltée; and President, Trimark Investments |
|
|
|
|
Ltd./Placements Trimark Ltée |
|
|
|
|
Formerly: Director and Senior Vice President, |
|
|
|
|
Invesco Management Group, Inc. (formerly known as |
|
|
|
|
Invesco AIM Management Group, Inc.); Secretary |
|
|
|
|
and General Counsel, Invesco Management Group, |
|
|
|
|
Inc. (formerly known as Invesco AIM Management |
|
|
|
|
Group, Inc.); Secretary, Invesco Investment Services, |
|
|
|
|
Inc. (formerly known as Invesco AIM Investment |
|
|
|
|
Services, Inc.); Chief Legal Officer and Secretary, |
|
|
|
|
The Invesco Funds; Secretary and General Counsel, |
|
|
|
|
Invesco Investment Advisers LLC (formerly known as |
|
|
|
|
Van Kampen Asset Management); Secretary and |
|
|
|
|
General Counsel, Invesco Capital Markets, Inc. |
|
|
|
|
(formerly known as Van Kampen Funds Inc.); Chief |
|
|
|
|
Legal Officer, Invesco Exchange-Traded Fund Trust, |
|
|
|
|
Invesco Exchange-Traded Fund Trust II, Invesco |
|
|
|
|
India Exchange-Traded Fund Trust, Invesco Actively |
|
|
|
|
Managed Exchange-Traded Fund Trust, Invesco |
|
|
|
|
Actively Managed Exchange-Traded Commodity |
|
|
|
|
Fund Trust and Invesco Exchange-Traded Self- |
|
|
|
|
Indexed Fund Trust; Secretary, Invesco Indexing |
|
|
|
|
LLC; Director, Secretary, General Counsel and |
|
|
|
|
Senior Vice President, Van Kampen Exchange Corp.; |
|
|
|
|
Director, Vice President and Secretary, IVZ |
|
|
|
|
Distributors, Inc. (formerly known as INVESCO |
|
|
|
|
Distributors, Inc.); Director and Vice President, |
|
|
|
|
INVESCO Funds Group, Inc.; Director and Vice |
|
|
|
|
President, Van Kampen Advisors Inc.; Director, Vice |
|
|
|
|
President, Secretary and General Counsel, Van |
|
|
|
|
Kampen Investor Services Inc.; Director and |
|
|
|
|
Secretary, Invesco Distributors, Inc. (formerly known |
|
|
|
|
as Invesco AIM Distributors, Inc.); Director, Senior |
|
|
|
|
Vice President, General Counsel and Secretary, |
|
|
|
|
Invesco AIM Advisers, Inc. and Van Kampen |
|
|
|
|
Investments Inc.; Director, Vice President and |
|
|
|
|
Secretary, Fund Management Company; Director, |
|
|
|
|
Senior Vice President, Secretary, General Counsel |
|
|
|
|
and Vice President, Invesco AIM Capital |
|
|
|
|
Management, Inc.; Chief Operating Officer and |
|
|
|
|
General Counsel, Liberty Ridge Capital, Inc. (an |
|
|
|
|
investment adviser) |
|
|
Gregory G. |
2012 |
Senior Managing Director, Invesco Ltd.; Director, |
N/A |
N/A |
McGreevey - 1962 |
|
Chairman, President, and Chief Executive Officer, |
|
|
Senior Vice |
|
Invesco Advisers, Inc. (formerly known as Invesco |
|
|
President |
|
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 and |
|
|
|
|
Invesco Managed Accounts, LLC |
|
|
|
|
|
|
|
|
|
C-9 |
|
|
|
|
Formerly: Senior Vice President, Invesco |
|
|
|
|
Management Group, Inc. and Invesco Advisers, Inc.; |
|
|
|
|
Assistant Vice President, The Invesco Funds |
|
|
Kelli Gallegos – |
2008 |
Principal Financial and Accounting Officer – |
N/A |
N/A |
1970 |
|
Investments Pool, Invesco Specialized Products, |
|
|
Vice President, |
|
LLC; Vice President, Principal Financial Officer and |
|
|
Principal Financial |
|
Assistant Treasurer, The Invesco Funds; Principal |
|
|
Officer and |
|
Financial and Accounting Officer – Pooled |
|
|
Assistant |
|
Investments, Invesco Capital Management LLC; Vice |
|
|
Treasurer |
|
President and Treasurer, Invesco Exchange-Traded |
|
|
|
|
Fund Trust, Invesco Exchange-Traded Fund Trust II, |
|
|
|
|
Invesco India Exchange-Traded Fund Trust, Invesco |
|
|
|
|
Actively Managed Exchange-Traded Fund Trust, |
|
|
|
|
Invesco Actively Managed Exchange-Traded |
|
|
|
|
Commodity Fund Trust and Invesco Exchange- |
|
|
|
|
Traded Self-Indexed Fund Trust; Vice President, |
|
|
|
|
Invesco Advisers, Inc. |
|
|
|
|
Formerly: Assistant Treasurer, Invesco Specialized |
|
|
|
|
Products, LLC; 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 |
|
|
Crissie M. Wisdom |
2013 |
Anti-Money Laundering and OFAC Compliance |
N/A |
N/A |
– 1969 |
|
Officer for Invesco U.S. entities including: Invesco |
|
|
Anti-Money |
|
Advisers, Inc. and its affiliates, Invesco Capital |
|
|
Laundering |
|
Markets, Inc., Invesco Distributors, Inc., Invesco |
|
|
Compliance |
|
Investment Services, Inc., The Invesco Funds, |
|
|
Officer |
|
Invesco Capital Management, LLC, Invesco Trust |
|
|
|
|
Company; OppenheimerFunds Distributor, Inc., and |
|
|
|
|
Fraud Prevention Manager for Invesco Investment |
|
|
|
|
Services, Inc. |
|
|
Robert R. Leveille |
2016 |
Chief Compliance Officer, Invesco Advisers, Inc. |
N/A |
N/A |
– 1969 |
|
(registered investment adviser); and Chief |
|
|
Chief Compliance |
|
Compliance Officer, The Invesco Funds |
|
|
Officer |
|
|
|
|
|
|
Formerly: Chief Compliance Officer, Putnam |
|
|
|
|
Investments and the Putnam Funds |
|
|
C-10
Trustee Ownership of Fund Shares as of December 31, 2019
Name of Trustee |
Dollar Range of Equity Securities Per Fund |
Aggregate Dollar |
|
|
Range of Equity |
|
|
Securities in All |
|
|
Registered |
|
|
Investment |
|
|
Companies |
|
|
Overseen by |
|
|
Trustee in Invesco |
|
|
Funds |
Interested Person |
|
|
Martin L. Flanagan |
None |
Over $100,000 |
Independent Trustees |
|
|
David C. Arch |
None |
Over $100,000 |
Beth Ann Brown |
None |
Over $100,000 |
Bruce L. Crockett |
None |
Over $100,0002 |
Jack M. Fields |
None |
Over $100,000 |
Cynthia Hostetler |
None |
Over $100,0002 |
Eli Jones |
None |
Over $100,0002 |
Elizabeth Krentzman |
None |
Over $100,000 |
Anthony J. LaCava, Jr. |
None |
Over $100,0002 |
Prema Mathai-Davis |
None |
Over $100,0002 |
Joel W. Motley |
None |
Over $100,0002 |
Teresa M. Ressel |
None |
None |
Ann Barnett Stern |
None |
Over $100,0002 |
Robert C. Troccoli |
None |
Over $100,0002 |
Daniel S. Vandivort |
None |
Over $100,0002 |
James D. Vaughn |
None |
Over $100,0002 |
Christopher L. Wilson |
None |
Over $100,0002 |
2Includes total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds.
C-11
APPENDIX D
TRUSTEE COMPENSATION TABLE
Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2019, unless otherwise noted. The information below also provides information regarding compensation paid to Russell Burk, the Fund's Senior Vice President and Senior Officer, and Robert Leveille, the Fund's Chief Compliance Officer, during the year ended December 31, 2019.
|
|
|
Estimated |
Total |
|
|
Aggregate |
Retirement |
Annual |
Compensation |
|
|
Benefits |
Benefits upon |
from All |
||
Trustee |
Compensation |
||||
Accrued by All |
Retirement for |
Invesco |
|||
|
from the Trust(1) |
||||
|
Invesco Funds |
Invesco |
Funds Paid to |
||
|
|
||||
|
|
|
Funds(2) |
Trustees(3) |
|
Independent Trustees(4) |
|
|
|
|
|
David C. Arch |
$34,121 |
— |
$205,000 |
$410,486 |
|
Beth Ann Brown(6) |
13,813 |
— |
— |
191,316 |
|
Bruce L. Crockett |
55,856 |
— |
205,000 |
679,516 |
|
Jack M. Fields |
33,716 |
— |
205,000 |
409,378 |
|
Cynthia Hostetler |
31,175 |
— |
— |
374,320 |
|
Eli Jones |
32,548 |
— |
— |
391,836 |
|
Elizabeth Krentzman(6) |
14,132 |
— |
— |
192,066 |
|
Anthony J. LaCava, Jr.(5) |
24,872 |
— |
— |
306,732 |
|
Prema Mathai-Davis |
33,460 |
— |
205,000 |
406,878 |
|
Joel W. Motley(6) |
13,504 |
— |
— |
188,066 |
|
Teresa M. Ressel |
30,556 |
— |
— |
368,728 |
|
Ann Barnett Stern |
32,767 |
— |
— |
397,070 |
|
Robert C. Troccoli |
31,289 |
— |
— |
376,336 |
|
Daniel S. Vandivort(6) |
15,314 |
— |
— |
206,709 |
|
James D. Vaughn(6) |
15,396 |
— |
— |
205,066 |
|
Christopher L. Wilson |
34,653 |
— |
— |
432,974 |
|
Officers |
|
|
|
|
|
Russell Burk |
84,620 |
— |
— |
N/A |
|
Bob Leveille |
68,392 |
— |
— |
N/A |
(1)Amounts shown are based on the fiscal year ended December 31, 2019. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2019, including earnings, was $121,674. The table also provides the compensation paid by the Trust to certain Officers for the fiscal year ended December 31, 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)On December 31, 2019, Mr. Raymond Stickel, Jr., retired. During the fiscal year ended December 31, 2019, compensation from the Trust for Mr. Stickel was $34,314.
(5)Mr. LaCava was appointed as Trustee of the Trust effective March 1, 2019.
(6)Mss. Brown and Krentzman and Messrs. Motley, Vandivort, and Vaughn were appointed as Trustees for all open-end funds in the Invesco Fund Complex (which includes all registered investment companies advised by the
Adviser and its affiliates, including other subsidiaries of the Adviser's parent company, Invesco Ltd.) and Invesco Senior
Loan Fund effective June 10, 2019 and were appointed as Trustees for all closed-end funds in the Invesco Fund Complex effective September 17, 2019.
D-1
APPENDIX E
PROXY VOTING POLICIES AND PROCEDURES
Invesco's 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.
Invesco's Policy Statement on Global Corporate Governance and Proxy Voting
February, 2020
I.Guiding Principles and Philosophy
Public companies hold shareholder meetings, attended by the company's executives, directors, and shareholders, during which important issues, such as appointments to the company's 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 company's 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. Invesco's 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 Invesco's regional investment centers.
Invesco investment teams vote proxies on behalf of Invesco-sponsored funds and both fund 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 Invesco's corporate governance approach, broad philosophy and guiding principles that inform the proxy voting practices of Invesco's 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 and Index Strategies
For proxies held by certain client accounts managed in accordance with fixed income, money market and index strategies (including exchange traded funds), Invesco will typically vote in line with the majority holder of the active-equity shares held by Invesco outside of those strategies ("Majority Voting"). In this manner Invesco seeks to leverage the active-equity expertise and comprehensive proxy voting reviews conducted by teams employing active-equity strategies, which typically incorporate analysis of proxy issues as a core component of the investment process. Portfolio managers for accounts employing Majority Voting still retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of those accounts, absent certain types of conflicts of interest, which are discussed elsewhere in this Policy. When there are no corresponding active-equity shares held by Invesco, the proxies for those strategies 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 Invesco's clients or vendors. Under Invesco's 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 Invesco's products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts). Invesco's 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 interest of clients, applying them to vote client proxies should, in most instances, resolve any potential conflict of interest. As an additional safeguard, persons from Invesco's marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.'s pecuniary interest when voting proxies on behalf of clients.
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Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships.
All Invesco personnel with proxy voting responsibilities are required to report any known personal conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Other Conflicts of Interest
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. Shares of an unaffiliated registered fund held by one or more Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund as required by federal securities law or any exemption therefrom. Additionally, Invesco or its Funds may vote proportionally in other cases where required by law.
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, methodologies for formulating voting recommendations, the adequacy and quality of staffing, personnel and technology, as applicable, 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 Invesco's 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 Invesco's Global Head of ESG. 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 respective investment team, are responsible for voting proxies for the securities the team manages
1Generally 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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(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. fund boards) provide oversight of the proxy process. The Global IPAC and Invesco's proxy administration and governance team, compliance and legal teams annually 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 Global Head of ESG 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 will vote proxies. However, in certain circumstances, Invesco may refrain from voting where the economic or other opportunity costs of voting exceeds any benefit to clients. Such circumstances could include, for example:
•If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities;
•In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities ("share blocking"). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the client
(s) of voting a specific proxy outweighs the client's temporary inability to sell the security; or
•Some companies require a representative to attend meetings in person to vote a proxy. Invesco may determine that the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy.
In addition, there may be instances in which Invesco is unable to vote all of its clients' proxies despite using commercially reasonable efforts to do so. For example, Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In other cases, voting may not be practicable due to operational limitations. In such cases, Invesco may choose not to vote, to abstain from voting,
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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.
VIII. Proxy Voting Guidelines
The following guidelines describe Invesco's general positions on various proxy voting issues. The guidelines are not intended to be exhaustive or prescriptive. As noted above, Invesco's 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 Invesco's 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 company's business and will generally support a board's 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 company's 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 company's 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 company's 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 company's 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:
•Gender pay gap proposals
•Political contributions disclosure/political lobbying disclosure/political activities and action
•Data security, privacy, and internet issues
•Report on climate change/climate change action
•Gender diversity on boards
C. Capitalization Structure Issues
i.Stock Issuances
Invesco generally supports a board's 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 board's 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 company's industry and performance in terms of shareholder returns.
iii.Share Repurchases
Invesco generally supports a board's 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:
•Adopt proxy access right
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•Require independent board chairperson
•Provide right to shareholders to call special meetings
•Provide right to act by written consent
•Submit shareholder rights plan (poison pill) to shareholder vote
•Reduce supermajority vote requirement
•Remove antitakeover provisions
•Declassify the board of directors
•Require a majority vote for election of directors
•Require majority of independent directors on the board
•Approve executive appointment
•Adopt exclusive forum provision
Invesco generally supports a board's discretion to amend a company's articles concerning routine matters, such as formalities relating to shareholder meetings. Invesco generally opposes non-routine amendments to a company's 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 board's key committees are fully independent, effective and balanced. Key committees include the audit, compensation/remuneration and governance/nominating committees. Invesco's standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.
2.Director Nominees in Contested Elections
Invesco recognizes that short-term investment sentiments influence the corporate governance landscape and may influence companies in Invesco clients' portfolios and more broadly across the market. Invesco recognizes that short-term investment sentiment may conflict with long-term value creation and as such looks at each proxy contest matter on a case by case basis, considering factors such as:
•Long-term financial performance of the company relative to its industry 7
•Management's track record
•Background to the proxy contest
•Qualifications of director nominees (both slates)
•Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met
•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 company's directors. Invesco generally supports shareholder proposals relating to the competence of directors that are in the best interest of the company's 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 CEO's 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 board's 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 directors. Accordingly, unless there is insufficient information to make a decision about the nature of the proposal, Invesco will generally support a board's discretion regarding proposals to limit
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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:
•a designated lead director, appointed from the ranks of the independent board members, with an established term of office and clearly delineated powers and duties
•a majority of independent directors
•completely independent key committees
•committee chairpersons nominated by the independent directors
•CEO performance reviewed annually by a committee of independent directors
•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 company's board. Invesco generally opposes such proposals as unnecessary where the company has adopted a majority voting standard. However, Invesco generally supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.
8.Staggered Boards/Annual Election of Directors
Invesco generally supports proposals to elect each director annually rather than electing directors to staggered multi-year terms because annual elections increase a board's level of accountability to its shareholders.
9.Board Size
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Invesco believes that the number of directors is an important factor to consider when evaluating the board's 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 board's 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 company's Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company's internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company's Audit Committee, or when ratifying a company's auditors, Invesco considers the past performance of the Audit Committee and holds its members accountable for the quality of the company's financial statements and reports.
2.Auditor Indemnifications
A company's independent auditors play a critical role in ensuring and attesting to the integrity of the company's 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. Invesco's support for the re-appointment of the auditors will take into consideration the availability of adequate disclosure concerning the amount and nature of audit versus non- audit fees. Invesco generally will support proposals that call for this disclosure if it is not already being made.
E.Remuneration and Incentives
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders' long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain
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objectionable structural features, and plans that appear likely to reduce the value of the client's investment.
i. Independent Compensation/Remuneration Committee
Invesco believes that an independent, experienced and well-informed compensation/remuneration committee is critical to ensuring that a company's 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 management's 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 company's 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 stock's 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 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.
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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:
•Provide right to act by written consent
•Provide right to call special meetings
•Adopt fair price provision
•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 the company from involuntary bankruptcy. However, Invesco will generally oppose proposals to change a company's 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
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Invesco Advisers, Inc.
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PROXY VOTING GUIDELINES |
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by placing Invesco's interests ahead of client's best interests in voting |
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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 IVZ's 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 Invesco's 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.
Invesco's 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. Invesco's 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 Invesco's 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, Invesco's proxy administration team will investigate the matter to determine the cause, evaluate the adequacy of the proxy advisory firm's 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 Invesco's general positions on various common proxy issues. The guidelines are not intended to be exhaustive or prescriptive. Invesco's 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 board's 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. Invesco's 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 company's 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 company's audit committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company's internal controls. Independence, experience and financial expertise are critical elements of a well-functioning audit committee. When electing directors who are members of a company's audit committee, or when ratifying a company's auditors, Invesco considers the past performance of the committee and holds its members accountable for the quality of the company's 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 board's 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 company's 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 proponent's 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 company's 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 Client's 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 company's 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 company's 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 committee's accountability to shareholders, Invesco generally supports proposals requesting that companies subject each year's compensation record to an advisory shareholder vote, or so-called "say on pay" proposals.
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Equity-based compensation plans
Invesco generally votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock's 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 company's 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 company's stated reasons for the request. Except where the request could adversely affect the Client's ownership stake or voting rights, Invesco generally supports a board's 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 company's 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 company's 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 board's 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 Invesco's 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 Invesco's 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)
Contents
Page
03Introduction
03What is the UK Stewardship Code?
03Our compliance with the Stewardship Code
04Introduction to the principles of the Stewardship Code
05Principle 1:
Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
06Principle 2:
Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.
07Principle 3:
Institutional investors should monitor their investee companies.
08Principle 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.
09Principle 5:
Institutional investors should be willing to act collectively with other investors where appropriate
09Principle 6:
Institutional investors should have a clear policy on voting and disclosure of voting activity
11Principle 7:
Institutional investors should report periodically on their stewardship and voting activities
11Further information/useful links
11Key contact details for matters concerning stewardship
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UK Stewardship Policy
Introduction
This paper describes Invesco's approach to stewardship in the UK and in particular how our policy and procedures meet the requirements of the Financial Reporting Council's (FRC) UK Stewardship Code (the Code). Its purpose is to increase understanding of the philosophy, beliefs and practices that drive the Henley Investment Centre's behaviours as a significant institutional investor in markets around the world.
Invesco's 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 FRC's 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 Centre's 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 management's 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 Centre's 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 FRC's Stewardship code, or details why we have chosen to take a different approach, where relevant.
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Scope
The scope of this policy covers all portfolios that are managed by the 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 Invesco's 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.
- "Principle5: - "Principle6: - "Principle7:
Institutional investors should be willing to act collectively with other investors where appropriate. Institutional investors should have a clear policy on voting and disclosure of voting activity. Institutional investors should report periodically on their stewardship and voting activities.
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Principle 1
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 investor's 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 investor's stewardship responsibilities and what steps the investor has taken to ensure that they are carried out in a manner consistent with the approach to stewardship set out in the statement.
The disclosure should describe arrangements for integrating stewardship within the wider investment process.
Invesco's Investors' approach:
The Henley Investment Centre complies with Principle 1 by publishing Invesco's 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:
-Nomination and audit committees
-Remuneration policies, reporting and directors' remuneration
-Board balance and structure
-Financial reporting principles
-Internal control system and annual review of its effectiveness
-Dividend and Capital Management policies
-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 Centre's 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.
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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 manager's 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:
-The degree to which the company's stated position on the issue could affect its reputation and/or sales, or leave it vulnerable to boycott or selective purchasing
-Peer group response to the issue in question
-Whether implementation would achieve the objectives sought in the proposal
-Whether the matter is best left to the Board's discretion
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.
Guidance
An institutional investor's duty is to act in the interests of its clients and/or beneficiaries.
Conflicts of interest will inevitably arise from time to time, which may include when voting on matters affecting a parent company or client.
Institutional investors should put in place, maintain and publicly disclose a policy for identifying and managing conflicts of interest with the aim of taking all reasonable steps to put the interests of their client or beneficiary first. The policy should also address how matters are handled when the interests of clients or beneficiaries diverge from each other.
Invesco's 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 Invesco's clients or vendors. Under Invesco's 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 Invesco's products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts). Invesco's 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).
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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 Invesco's 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.
Principle 3
Institutional investors should monitor their investee companies.
Guidance
Effective monitoring is an essential component of stewardship. It should take place regularly and be checked periodically for effectiveness.
When monitoring companies, institutional investors should seek to:
-Keep abreast of the company's performance;
-Keep abreast of developments, both internal and external to the company, that drive the company's value and risks;
-Satisfy themselves that the company's leadership is effective;
-Satisfy themselves that the company's board and committees adhere to the spirit of the UK Corporate Governance Code, including through meetings with the chairman and other board members;
-Consider the quality of the company's reporting; and
-Attend the General Meetings of companies in which they have a major holding, where appropriate and practicable
Institutional investors should consider carefully explanations given for departure from the UK Corporate Governance Code and make reasoned judgements in each case. They should give a timely explanation to the company, in writing where appropriate, and be prepared to enter a dialogue if they do not accept the company's 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 company's board or management are made aware.
Institutional investors may or may not wish to be made insiders. An institutional investor who may be willing to become an insider should indicate in its stewardship statement the willingness to do so, and the mechanism by which this could be done.
Institutional investors will expect investee companies and their advisers to ensure that information that could affect their ability to deal in the shares of the company concerned is not conveyed to them without their prior agreement.
Invesco's Investors' approach:
Through the Henley Investment Centre's 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.
-Our investment teams regularly review company filings and publicly available information to gain a fuller understanding of the relevant company.
-We also attend public meetings that companies call in order to hear from company boards and to discuss topics with other company shareholders on an informal basis.
-Our investment teams also utilise research provided by market participants on the companies that we invest in. This allows us to understand what other participants in the capital markets think about those companies, and helps us develop a more rounded view. Invesco expenses research costs.
-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.
Invesco's 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 Invesco's global business results in all of Invesco's 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.
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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 Centre's 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 Centre's 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.
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.
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 company's strategy, performance, governance, remuneration or approach to risks, including those that may arise from social and environmental matters.
Initial discussions should take place on a confidential basis. However, if companies do not respond constructively when institutional investors intervene, then institutional investors should consider whether to escalate their action, for example, by:
-Holding additional meetings with management specifically to discuss concerns;
-Expressing concerns through the company's advisers;
-Meeting with the chairman or other board members;
-Intervening jointly with other institutions on particular issues;
-Making a public statement in advance of General Meetings;
-Submitting resolutions and speaking at General Meetings; and
-Requisitioning a General Meeting, in some cases proposing to change board membership
Invesco's Investors' approach:
The Henley Investment Centre's 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:
-Meeting with non-executive members of company boards to discuss our concerns
-Attendance and active participation at company annual general meetings (AGMs)
-Writing of letters to company boards expressing our concerns and requiring action to be taken
-Votes against management through the use of proxy voting on company resolutions
On occasions where a fund manager believes an issue is significant enough to be escalated, we will ensure the relevant internal resources are made available to support the fund manager in securing the most appropriate outcome for our clients.
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Examples of issues that would prompt us to escalate our concerns may include:
-Poor examples of corporate governance practice within companies – for example where management structures are created that increase conflicts of interest, or leave management control in the hands of dominant shareholders.
-Concerns over remuneration policies at companies where those policies do not align with the ongoing positive growth of the company. This may include us exercising our proxy votes against the reappointment of chairs of the remuneration committees in order to express our concerns.
-Where the strategic direction of companies that we invest in changes significantly, and does not match with the original investment rationale that attracted us to the company in the first place, and where we believe that the new strategy will no longer return the best value to shareholders, and ultimately to our clients.
-Where Board structure or individual composition at an investee 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.
Principle 5
Institutional investors should be willing to act collectively with other investors where appropriate
Guidance
At times collaboration with other investors may be the most effective manner in which to engage.
Collective engagement may be most appropriate at times of significant corporate or wider economic stress, or when the risks posed threaten to destroy significant value.
Institutional investors should disclose their policy on collective engagement, which should indicate their readiness to work with other investors through formal and informal groups when this is necessary to achieve their objectives and ensure companies are aware of concerns. The disclosure should also indicate the kinds of circumstances in which the institutional investor would consider participating in collective engagement.
Invesco's 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.
Principle 6
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.
Invesco's 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. Invesco's 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.
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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 Invesco's 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 Invesco's 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:
-Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting or to vote in accordance with proxy advisor recommendations
-If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities
-In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities ("share blocking"). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the clients of voting a specific proxy outweighs the clients' temporary inability to sell the security
-Some companies require a representative to attend meetings in person in order to vote a proxy. In such cases, Invesco may determine that the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy
Approach to Stock Lending
The Henley Investment Centre does not enter into stock lending arrangements.
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Principle 7
Institutional investors should report periodically on their stewardship and voting activities Guidance
Institutional investors should maintain a clear record of their stewardship activities.
Asset managers should regularly account to their clients or beneficiaries as to how they have discharged their responsibilities. Such reports will be likely to comprise qualitative as well as quantitative information. The particular information reported and the format used, should be a matter for agreement between agents and their principals.
Asset owners should report at least annually to those to whom they are accountable on their stewardship policy and its execution.
Transparency is an important feature of effective stewardship. Institutional investors should not, however, be expected to make disclosures that might be counterproductive. Confidentiality in specific situations may well be crucial to achieving a positive outcome.
Asset managers that sign up to this Code should obtain an independent opinion on their engagement and voting processes having regard to an international standard or a UK framework such as AAF 01/062. The existence of such assurance reporting should be publicly disclosed. If requested, clients should be provided access to such assurance reports.
Invesco's 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.
•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 board's 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
•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.
•We view following candidates for outside directors are not enough independent;
•Candidates who have been working for following companies during the last 10 years or relatives of those people.
•The subject company
•Subsidiary of the subject company
•Parent of the subject company
•Candidates who have been working for following companies during the last five years or relatives of those people.
•Shareholders who own more than 10% of the subject company
•Principal loan lender
•Principal securities broker
•Major business relationship
•Auditor of the subject company
•Audit companies, consulting companies or any related service providers which have any consulting contracts with the subject company
•Any other counterparts which have any interests in the subject company
•We further scrutinize the independence of candidates who are regarded as not independent enough, even though those are not categorized the case listed above.
•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.
•We judge independence based on the independence criteria stipulated by the stock exchange, with focus on whether independence is substantially secured. We consider each company's 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.
•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.
•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.
•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.
•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.
•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
•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.
•We take into account not only the number of attendance but reasons for nomination and substantial contribution, if disclosed.
•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
•We consider voting against reelection of director candidates, if the subject company made a loss for the three-consecutive year during their tenure.
•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.
•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
•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.
•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.
•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.
•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.
•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
•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.
•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.
•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
•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
•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.
•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 company's 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 shareholder's meeting and also the reason for such case is not enough disclosed and reasonably explained.
•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.
•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.
•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.
•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
•We generally vote against non-independent outside statutory auditors.
•The person who has no relationship with the subject company other than being elected as a statutory auditor is regarded as independent.
•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
•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.
•We take into account not only the number of attendance but reasons for nomination and substantial contribution, if disclosed.
•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
•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
•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.
•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.
•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.
•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.
•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.
•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.
•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:
•It is judged that the accounting auditor has expressed incorrect opinions on financial conditions;
•In the case where there are concerns on the financial statements, the matters to be disclosed are not fully disclosed;
•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;
•In the case where excessive accounting audit costs are paid;
•It is judged that gross fraudulence or negligence of the accounting auditor is recognized.
•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.
•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
•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.
•We consider to vote against the proposals seeking approval for compensation and bonuses in the following cases:
•where negative correlation is seen between the business performance of the subject company and compensation and bonuses;
•where there exist problematic system and practices;
•where the aggregate amount of compensation and bonuses is not disclosed;
•where mismanagement is clear as shown by share price erosion or and significant deterioration in profit;
•where the person who is judged to be responsible for acts against the interest of shareholders is among recipients of compensation and bonuses.
•We generally vote for the proposals requesting disclosure of compensation and bonuses of individual directors.
•If any measures are implemented to secure transparency of the system other than individual disclosure, such measures are taken into account.
•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,
•We generally vote against bonuses for 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, 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
•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.
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•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;
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•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
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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.
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(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
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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
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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 director's 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.
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•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.
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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 Tokyo's 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
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Proxy Voting Guidelines
for
Invesco Capital Management LLC
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. ICM's 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 Invesco's 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 Invesco's 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 Invesco's custom guidelines established in Invesco's 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, Invesco's vote execution agent.
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Under this Policy, the Adviser retains the power to vote contrary to the recommendation of the Invesco Voting Process (for Overlapping Securities) or Invesco's 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 fund's 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.
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Invesco Asset Management (India) Pvt. Ltd. |
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Voting Policy |
Draft |
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Final |
Version |
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7 |
Effective Date |
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May 9, 2019 |
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 IAMI's 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. (except for companies which are held only in arbitrage 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 scrutinizer's 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 9, 2019
Next Date of Review: On or before May 31, 2020
Noted for Implementation: |
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Taher Badshah |
Sujoy Das |
Suresh Jakhotiya |
Head - Equity |
Head - Fixed Income |
Head - Compliance & Risk |
Neelesh Dhamnaskar |
Kavita Bhanej |
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Fund Manager |
Vice President - Operations |
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Saurabh Nanavati |
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Ketan Ugrankar |
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1.0 |
September 2, 2010 |
Initial Adoption of Voting Policy |
Suresh Jakhotiya |
Board of Religare Invesco AMC and |
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September 16, 2010. |
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2.0 |
June 28, 2011 |
Policy amended pursuant to SEBI |
Suresh Jakhotiya |
Board of Religare Invesco AMC and |
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e-mail dated June 23, 2011 |
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July 13, 2011. |
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3.0 |
May 23, 2014 |
Policy amended pursuant to SEBI |
Suresh Jakhotiya |
Board of Religare Invesco AMC and |
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circular dated March 24, 2014 |
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3.1 |
July 5, 2016 |
Names of AMC and Trustee |
Suresh Jakhotiya |
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N.A. |
Company were changed to reflect new names and logo was changed
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November 18, 2016 |
Amended Policy pursuant to SEBI |
Suresh Jakhotiya |
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SEC for registration as an advisor. |
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May 5, 2017 |
Reviewed and no changes to be made |
Suresh Jakhotiya |
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|
N.A. |
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6 |
May 31, 2018 |
Changes in the voting policy |
Suresh Jakhotiya |
Board |
of |
IAMI & |
ITPL |
at |
their |
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|
guidelines. |
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meetings held on |
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||
7 |
May 9, 2019 |
Reviewed and changes made w.r.t |
Suresh Jakhotiya |
Will be placed before the Board of |
|||||
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|
voting for holdings in arbitrage fund |
|
IAMI and ITC for noting at their |
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forthcoming meetings |
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|
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust's 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 April 9, 2020.
Invesco V.I. American Franchise Fund
|
|
Series I Shares |
Series II Shares |
|
|
|
|
||
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
||
Allstate Life Insurance Co. |
|
|
||
ATTN: Financial Control – CIGNA |
|
— |
||
P.O. Box 94210 |
|
|
||
Palatine, IL |
60094-4210 |
|
|
|
Allstate Life Insurance Company |
|
|
||
GLAC Proprietary |
|
— |
||
Financial Control Unit |
|
|||
|
|
|||
P.O. Box 94210 |
|
|
||
Palatine, IL |
60094-4210 |
|
|
|
Allstate Life Insurance Company |
|
|
||
P.O. Box 94210 |
|
|
||
Palatine, IL |
60094-4210 |
|
|
|
Anchor National Life Insurance Co. |
|
|
||
Var. Sep. Acct. & Var. Ann. Acct. Seven |
— |
25.48% |
||
2727-A Allen Parkway, 4-D1 |
||||
|
|
|||
ATTN: Variable Annuity Accounting |
|
|
||
Houston, TX 77019-2107 |
|
|
||
IDS Life Insurance Co. |
|
|
||
222 AXP Financial Ctr. |
|
|
||
Minneapolis, MN 55474-0002 |
|
|
||
Lincoln Life Flexible Premium |
|
|
||
Variable Life |
|
6.01% |
— |
|
1300 Clinton St., Mail Stop 4C01 |
|
|
||
Fort Wayne, IN 46802-3506 |
|
|
||
Talcott Resolution Life & Annuity |
8.16% |
— |
||
P.O. Box 5051 |
||||
|
|
|||
Hartford, CT |
06102-5051 |
|
|
|
VOYA Ret. Ins. & Annuity Co. |
8.94% |
— |
||
One Orange Way B3N |
||||
|
|
|||
Windsor, CT 06095-4773 |
|
|
||
|
|
F-1 |
|
Invesco V.I. American Value Fund
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
|
Allstate Life Ins. Company – NB |
|
— |
|
|
P.O. Box 94210 |
|
||
|
|
|
|
|
|
Palatine, IL 60094-4210 |
|
|
|
|
Allstate Life Insurance Co. |
|
|
|
|
ATTN: Financial Control |
— |
|
|
|
3100 Sanders Rd. |
|
|
|
|
Northbrook, IL 60062-7154 |
|
|
|
|
Allstate Life Insurance Co. (A) |
|
|
|
|
ATTN: Accounting COE |
|
— |
|
|
P.O. Box 94210 |
|
|
|
|
Palatine, IL 60094-4210 |
|
|
|
|
Allstate Life Insurance Co. (B) |
|
|
|
|
ATTN: Accounting COE |
|
— |
|
|
P.O. Box 94210 |
|
|
|
|
Palatine, IL 60094-4210 |
|
|
|
|
Annuity Investors Life Insurance Co. |
|
|
|
|
Mail Drop GAT-14N |
|
— |
|
|
P.O. Box 5423 |
|
|
|
|
Cincinnati, OH 45201-5423 |
|
|
|
|
Minnesota Life Insurance Company |
|
|
|
|
Attn: A6-4105 |
— |
5.19% |
|
|
400 Robert St. N., Ste. A |
|
|
|
|
Saint Paul, MN 55101-2099 |
|
|
|
|
NYLIAC |
|
|
|
|
ATTN: Ashesh Upadhyay |
|
|
|
|
Nylim Center |
|
|
|
|
30 Hudson St. |
|
|
|
|
Jersey City, NJ 07302-4600 |
|
|
|
|
Protective Life Insurance Co. |
|
|
|
|
Variable Annuity Separate Account |
— |
28.56% |
|
|
ATTN: Tom Barrett |
|
||
|
|
|
|
|
|
P.O. Box 10648 |
|
|
|
|
Birmingham, AL 35202-0648 |
|
|
|
|
Talcott Resolution Life & Annuity |
17.65% |
7.01% |
|
|
P.O. Box 5051 |
|
||
|
|
|
|
|
|
Hartford, CT 06102-5051 |
|
|
|
Invesco V.I. Balanced-Risk Allocation Fund |
|
|
|
|
|
|
|
|
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of |
|
|
Record |
|
|||
|
|
|
|
|
|
|
|
|
|
Nationwide Life Insurance Co. |
|
|
|
|
NWPP |
51.37% |
— |
|
|
c/o IPO Portfolio Accounting |
|
|
|
|
|
|
|
|
|
F-2
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of |
|
Record |
|||
|
|
||
|
|
|
|
P.O. Box 182029 |
|
|
|
Columbus, OH 43218-2029 |
|
|
|
|
|
|
|
Nationwide Life & Annuity Ins. Co. |
|
|
|
NWVL-G |
|
|
|
c/o IPO Portfolio Accounting |
16.60% |
— |
|
P.O. Box 182029 |
|
|
|
Columbus, OH 43218-2029 |
|
|
|
|
|
|
|
Ohio National Life Insurance Company |
|
|
|
FBO ITS Separate Accounts |
— |
44.22% |
|
1 Financial Way |
|||
|
|
||
Cincinnati, OH 45242-5800 |
|
|
|
|
|
|
|
Pacific Select Variable Annuity |
|
|
|
700 Newport Center Dr. |
— |
32.78% |
|
Newport Beach, CA 92660-6307 |
|
|
|
|
|
|
|
Protective Life Variable Annuity |
|
|
|
Investment Products Services |
|
|
|
Protective Life Insurance Company |
— |
7.81% |
|
P.O. Box 10648 |
|
|
|
Birmingham, AL 35202-0648 |
|
|
|
|
|
|
|
Talcott Resolution Life & Annuity |
|
|
|
Separate Account |
17.96% |
— |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
|
|
|
|
Invesco V.I. Comstock Fund
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Percentage Owned of |
Name and Address of Principal Holder |
Percentage Owned of Record |
Record |
Allstate Life Insurance Company |
|
— |
P.O. Box 94210 |
|
|
|
|
|
Palatine, IL 60094-4210 |
|
|
Anchor National Life Insurance Co. |
|
|
Variable Separate Account & |
|
|
Variable Annuity Account Seven |
— |
47.01% |
ATTN: Variable Annuity Accounting |
|
|
2727-A Allen Parkway, 4-D1 |
|
|
Houston, TX 77019-2107 |
|
|
Annuity Investors Life Insurance Co. |
|
|
Mail Drop GAT-14N |
6.24% |
— |
P.O. Box 5423 |
|
|
Cincinnati, OH 45201-5423 |
|
|
IDS Life Insurance Company |
— |
|
1497 AXP Financial Center |
|
|
|
|
|
Minneapolis, MN 55474-0014 |
|
|
F-3
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of |
|
|
|
Record |
|
|
|
|
|
Allstate Life Insurance Co. |
|
|
|
C/O Prudential Annuities |
|
|
|
Separate Accts. |
— |
5.81% |
|
213 Washington St. |
|||
|
|
||
Mailstop NJ 02-07-01 |
|
|
|
Newark, NJ 07102-2917 |
|
|
|
|
|
|
|
GE Life and Annuity Assurance Co. |
|
|
|
GE Choice 150BP |
|
|
|
Attn: Variable Accounting |
13.53% |
— |
|
6610 West Broad St. |
|
|
|
Richmond, VA 23230-1702 |
|
|
|
|
|
|
|
IDS Life Insurance Company |
|
|
|
222 AXP Financial Ctr. |
20.29% |
— |
|
Minneapolis, MN 55474-0002 |
|
|
|
|
|
|
|
Lincoln National Life Ins. Company |
|
|
|
Attn: Shirley Smith |
— |
6.04% |
|
1300 S. Clinton St. |
|||
|
|
||
Fort Wayne, In 46802-3506 |
|
|
|
|
|
|
|
Principal Life Insurance Co. Cust. |
|
|
|
FBO Principal Executive - Variable Universal Life II |
|
|
|
Attn: Individual Life Accounting |
— |
9.46% |
|
711 High St. |
|
|
|
Des Moines, IA 50392-0001 |
|
|
|
|
|
|
|
|
F-4 |
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
|
|
Percentage Owned of |
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Record |
|
Principal Life Insurance Co. Cust. |
|
|
|
FBO Principal Individual - Variable Universal Life |
|
|
|
Accumulator II |
— |
16.21% |
|
711 High St. # G-012-S41 |
|
|
|
Des Moines, IA 50392-0001 |
|
|
|
|
|
|
|
Principal Life Insurance Co. Cust. |
|
|
|
FBO Principal Variable Universal Life Income |
|
|
|
Attn: Individual Life Accounting |
— |
14.89% |
|
711 High St. |
|
|
|
Des Moines, IA 50392-0001 |
|
|
|
|
|
|
|
Pruco Life Insurance Company |
|
|
|
Attn: Separate Accts. Trade Confirms |
7.31% |
— |
|
213 Washington St., Fl. 7 |
||
|
|
|
|
|
Newark, NJ 07102-2992 |
|
|
|
|
|
|
|
Talcott Resolution Life & Annuity |
|
|
|
P.O. Box 5051 |
9.88% |
19.11% |
|
Hartford, CT 06102-5051 |
|
|
|
|
|
|
|
Voya Retirement Insurance and Annuity Company |
|
|
|
One Orange Way B3N |
6.40% |
— |
|
Windsor, CT 06095-4773 |
|
|
|
|
|
|
Invesco V.I. Core Plus Bond Fund |
|
|
|
|
|
|
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of |
|
|
|
Record |
|
|
|
|
|
Allstate Life Insurance Co. |
|
|
|
Attn: Financial Control - Cigna |
8.42% |
— |
|
P.O. Box 94210 |
||
|
|
|
|
|
Palatine, IL 60094-4210 |
|
|
|
|
|
|
|
Allstate Life Insurance Company |
|
|
|
GLAC Proprietary |
|
|
|
Financial Control Unit |
12.71% |
— |
|
P.O. Box 94210 |
|
|
|
Palatine, IL 60094-4210 |
|
|
|
|
|
|
|
Allstate Life Insurance Company |
|
|
|
GLAC VA1 |
|
|
|
Financial Control Unit |
6.45% |
— |
|
P.O. Box 94210 |
|
|
|
Palatine, IL 60094-4210 |
|
|
|
|
|
|
|
Allstate Life Insurance Co. |
|
|
|
GLAC VA3 |
|
|
|
Financial Control Unit |
— |
96.72% |
|
P.O. Box 94210 |
|
|
|
Palatine, IL 60094-4210 |
|
|
|
|
|
|
F-5
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of |
|
|
Record |
|
|
|
Jefferson National Insurance Company |
|
|
10350 Ormsby Park Pl., Ste. 600 |
50.38% |
— |
Louisville, KY 40223-6175 |
|
|
|
|
|
Lincoln Life Flexible Premium |
|
|
Variable Life |
|
|
1300 Clinton St. |
6.38% |
— |
Mail Stop 4C01 |
|
|
Fort Wayne, IN 46802-3506 |
|
|
|
|
|
F-6
Invesco V.I. Diversified Dividend Fund
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Allstate Life Insurance Co. |
|
|
|
c/o Product Valuation |
|
|
|
One Security Benefit Place |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
American Skandia Life Assurance Co. |
|
|
|
Variable Account / SAQ |
6.75% |
— |
|
P.O. Box 883 |
||
|
|
|
|
|
1 Corporate Dr. |
|
|
|
Shelton, CT 06484-0883 |
|
|
|
AXA Equitable Life Insurance Co. |
— |
|
|
1290 Avenue of the Americas |
|
|
|
|
|
|
|
New York, NY 10019 |
|
|
|
AXA Equitable Life Insurance Company |
— |
28.64% |
|
1290 Avenue of the Americas |
||
|
|
|
|
|
New York, NY 10104-1472 |
|
|
|
AXA Equitable Life Insurance Co. |
— |
7.50% |
|
1290 Avenue of the Americas 11.022 |
||
|
|
|
|
|
New York, NY 10104-1472 |
|
|
|
IDS Life Insurance Company |
|
|
|
1497 AXP Financial Center |
|
|
|
Minneapolis, MN 55474-0014 |
|
|
|
Jefferson National Life Insurance |
|
— |
|
10350 Ormsby Park Pl., Ste. 600 |
|
|
|
|
|
|
|
Louisville, KY 40223-6175 |
|
|
|
Lincoln Life Flexible Premium Variable Life Acct. |
|
|
|
1300 Clinton St. |
— |
8.15% |
|
Mail Stop 4C01 |
|
|
|
Fort Wayne, IN 46802-3506 |
|
|
|
Mass Mutual Life Ins. Co. |
— |
|
|
1295 State Street MIP C105 |
|
|
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
|
Talcott Resolution Life & Annuity |
|
— |
|
P.O. Box 5051 |
|
|
|
|
|
|
|
Hartford, CT 06102-5051 |
|
|
Invesco V.I. Equally-Weighted S&P 500 Fund |
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Lincoln Life Flexible Premium |
|
|
|
Variable Life Acct. |
16.77% |
79.80% |
|
1300 Clinton St. |
|||
|
|
||
Mail Stop 4C01 |
|
|
|
Fort Wayne, IN 46802-3506 |
|
|
|
Nationwide Life Insurance Co. |
|
|
|
c/o IPO Portfolio Accounting |
— |
5.08% |
|
P.O. Box 182029 |
|
|
|
Columbus, OH 43218-2029 |
|
|
|
Talcott Resolution Life & Annuity |
68.25% |
8.74% |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
|
Talcott Resolution Life Ins. Co. |
9.94% |
— |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
|
Talcott Resolution Life & Annuity |
|
|
|
Separate Account |
5.04% |
— |
|
P.O. Box 5051 |
|
|
|
Hartford, CT 06102-5051 |
|
|
Invesco V.I. Equity and Income Fund
|
|
Series I Shares |
Series II Shares |
|
|
|
|
||
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
||
Allstate Life Insurance Co. |
|
|
||
c/o Product Valuation |
17.08% |
— |
||
Financial Control Unit |
||||
|
|
|||
P.O. Box 94210 |
|
|
||
Palatine, IL |
60094-4210 |
|
|
|
Allstate Life Insurance Co. |
|
|
||
GLAC AIM VA1 and SPVL - VL |
7.18% |
— |
||
Financial Control Unit |
||||
|
|
|||
P.O. Box 94210 |
|
|
||
Palatine, IL |
60094-4210 |
|
|
|
Allstate Life Insurance Company |
|
|
||
GLAC Proprietary |
15.44% |
— |
||
Financial Control Unit |
||||
|
|
|||
P.O. Box 94210 |
|
|
||
Palatine, IL |
60094-4210 |
|
|
|
Delaware Life Insurance Company |
|
|
||
SC 3241 |
|
— |
8.47% |
|
1601 Trapelo Rd., Ste. 30 |
|
|
||
Waltham, MA 02451-7360 |
|
|
||
Jefferson National Insurance Company |
24.70% |
— |
||
10350 Ormsby Park Pl., Ste. 600 |
||||
|
|
|||
Louisville, KY 40223-6175 |
|
|
F-8
Invesco V.I. Global Core Equity Fund
|
|
Series I Shares |
Series II Shares |
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Allstate Life Insurance Co. |
|
|
|
c/o Product Valuation |
|
|
|
Financial Control Unit |
|
|
|
P.O. Box 94210 |
|
|
|
Palatine, IL 60094-4210 |
|
|
|
Ameritas Life Insurance Corp. |
|
|
|
Ameritas Variable Separate |
|
|
|
Account VA2 |
|
|
— |
ATTN: Variable Trades |
|
|
|
5900 O Street |
|
|
|
Lincoln, NE 68510-2234 |
|
|
|
Empire Fidelity Investments Life Insurance |
|
|
|
Company |
|
10.15% |
— |
100 Salem St. #O2N |
|
|
|
Smithfield, RI |
02917-1234 |
|
|
Fidelity Investments Life |
|
|
|
Insurance Company |
|
— |
|
100 Salem St. # O2N |
|
|
|
Smithfield, RI |
02917-1234 |
|
|
Invesco V.I. Global Real Estate Fund
F-9
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Annuity Investors Life Insurance |
|
|
|
Mail Drop GAT-14N |
— |
|
|
P.O. Box 5423 |
|
|
|
Cincinnati, Oh 45201-5423 |
|
|
|
Cuna Mutual Variable Annuity Account |
— |
17.45% |
|
200 Heritage Way |
|||
|
|
||
Waverly, IA 50677-9208 |
|
|
|
Great West Life & Annuity Ins. Co. |
|
|
|
COLI VUL-7 Series Account |
|
— |
|
8515 E. Orchard Rd. #2T2 |
|
|
|
Greenwood Vl., CO 80111-5002 |
|
|
|
Jefferson National Life Insurance |
|
— |
|
10350 Ormsby Park Pl., Ste. 600 |
|
||
|
|
||
Louisville, Ky 40223-6175 |
|
|
|
Nationwide Life Ins. Co. NWPP |
|
|
|
C/O IPO Portfolio Accounting |
|
— |
|
P. O. Box 182029 |
|
|
|
Columbus, Oh 43218-2029 |
|
|
|
NYLIAC |
|
|
|
Attn: Ashesh Upadhyay |
|
— |
|
30 Hudson St. |
|
|
|
Jersey City, NJ 07302-4600 |
|
|
|
Pacific Select Variable Annuity |
— |
|
|
700 Newport Center Dr. |
|
||
|
|
||
Newport Beach, CA 92660-6307 |
|
|
|
Protective Life Variable Annuity |
|
|
|
Investment Products Services |
— |
|
|
Protective Life Insurance Company |
|
||
|
|
||
P.O. Box 10648 |
|
|
|
Birmingham, AL 35202-0648 |
|
|
|
Security Benefit Life |
|
|
|
Variable Annuity Account XIV |
|
— |
|
1 SW Security Benefit Pl. |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
Separate Account A of Pacific Life and Annuity |
|
|
|
Company |
— |
|
|
700 Newport Center Dr. |
|
|
|
Newport Beach, CA 92660-6307 |
|
|
|
Invesco V.I. Government Money Market Fund |
|
|
F-10
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Jefferson National Life Insurance |
61.59% |
— |
|
10350 Ormsby Park Pl., Ste. 600 |
|||
|
|
||
Louisville, KY 40223-6175 |
|
|
|
Security Benefit Life |
|
|
|
Variable Annuity Account XIV |
— |
39.16% |
|
1 SW Security Benefit Pl. |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
Security Benefit Life |
|
|
|
Variflex Q Omni |
— |
9.36% |
|
1 SW Security Benefit Pl., Ste. 100 |
|
|
|
Topeka, KS 66606-2542 |
|
|
|
Talcott Resolution Life & Annuity |
22.35% |
38.08% |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
|
Talcott Resolution Life Ins. Co. |
10.89% |
9.90% |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
|
Security Benefit Life |
|
|
|
Variflex Q OMNI |
— |
9.36% |
|
1 SW Security Benefit Pl., Ste. 100 |
|
|
|
Topeka, Ks 66606-2532 |
|
|
|
Invesco V.I. Government Securities Fund |
|
|
|
|
|
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
CUNA Mutual Variable Annuity Account |
— |
6.44% |
|
2000 Heritage Way |
|||
|
|
||
Waverly, IA 50677-9208 |
|
|
|
Jefferson National Insurance Company |
5.71% |
— |
|
10350 Ormsby Park Pl., Ste. 600 |
|||
|
|
||
Louisville, KY 40223-6175 |
|
|
|
Protective Life Variable Annuity |
|
|
|
Investment Products Services |
— |
68.79% |
|
Protective Life Insurance Company |
|||
|
|
||
P.O. Box 10648 |
|
|
|
Birmingham, AL 35202-0648 |
|
|
|
Security Benefit Life Insurance |
|
|
|
SBL Variable Annuity Account XIV |
— |
9.76% |
|
Attn: Finance Department |
|||
|
|
||
1 SW Security Benefit Pl. |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
Talcott Resolution Life & Annuity |
58.52% |
— |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
F-11
Invesco V.I. Growth and Income Fund
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
American General Life Insurance |
|
|
|
Company AGL VL-R |
5.71% |
— |
|
2929 Allen Parkway, Suite A6-20 |
|
|
|
Houston, TX 77019-7117 |
|
|
|
Anchor National Life Insurance Co. |
|
|
|
Variable Separate Account & |
|
|
|
Variable Annuity Account Seven |
— |
56.68% |
|
Attn: Variable Annuity Accounting |
|
|
|
2727-A Allen Parkway, 4-D1 |
|
|
|
Houston, TX 77019-2107 |
|
|
|
Nationwide Life Insurance Company |
|
|
|
NWPP |
10.37% |
— |
|
c/o IPO Portfolio Accounting |
|||
|
|
||
P.O. Box 182029 |
|
|
|
Columbus, OH 43218-2029 |
|
|
|
Protective Life Variable Annuity |
|
|
|
Investment Products Services |
15.63% |
27.03% |
|
Protective Life Insurance Company |
|||
|
|
||
P.O. Box 10648 |
|
|
|
Birmingham, AL 35202-0648 |
|
|
|
Protective Premier Var. Univ. Life |
|
|
|
Investment Products Services |
24.22% |
— |
|
Protective Life Insurance Company |
|||
|
|
||
P.O. Box 10648 |
|
|
|
Birmingham, AL 35202-0648 |
|
|
|
Pruco Life Insurance Co. |
|
|
|
Attn: Separate Accts. Trade Confirms |
14.00% |
— |
|
213 Washington St., Fl. 7 |
|
|
|
Newark, NJ 07102-2917 |
|
|
|
Talcott Resolution Life & Annuity |
— |
5.18% |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
|
Invesco V.I. Health Care Fund |
|
|
F-12
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
AXA Equitable Life Insurance Company |
— |
11.46% |
|
1290 Avenue of the Americas |
|||
|
|
||
New York, NY 10104-0101 |
|
|
|
CM Life Insurance Co. |
|
|
|
Fund Operations/N255 |
6.88% |
— |
|
1295 State St. |
|
|
|
Springfield, MA 01111-0001 |
|
|
|
Commonwealth Annuity and Life Insurance |
|
|
|
Company |
7.62% |
— |
|
P.O. Box 758550 |
|
|
|
Topeka, KS 66675-8550 |
|
|
|
IDS Life Insurance Company |
— |
61.12% |
|
222 AXP Financial Ctr. |
|||
|
|
||
Minneapolis, MN 55474-0002 |
|
|
|
Mass Mutual Life Ins. Co. |
10.50% |
18.53% |
|
1295 State Street MIP C105 |
|||
|
|
||
Springfield, MA 01111-0001 |
|
|
|
Prudential Annuities Life Assurance |
|
|
|
Attn: Separate Accts. Trade Confirms |
17.94% |
— |
|
P.O. Box 883 |
|||
|
|
||
1 Corporate Dr. |
|
|
|
Shelton, CT 06484-0883 |
|
|
|
Security Benefit Life |
|
|
|
Variable Annuity Account XIV |
5.63% |
— |
|
1 SW Security Benefit Pl. |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
Invesco V.I. High Yield Fund |
|
|
|
|
|
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Allstate Life Insurance Co. |
|
|
|
c/o Product Valuation |
16.40% |
5.24% |
|
One Security Benefit Place |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
Allstate Life Insurance Company |
|
|
|
GLAC Proprietary |
5.36% |
— |
|
Financial Control Unit |
|||
|
|
||
P.O. Box 94210 |
|
|
|
Palatine, IL 60094-4210 |
|
|
|
AXA Equitable Life Insurance Company |
— |
43.61% |
|
1290 Avenue of the Americas |
|||
|
|
||
New York, NY 10019 |
|
|
F-13
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
AXA Equitable Life Insurance Co. |
— |
49.49% |
|
1290 Avenue of the Americas |
|||
|
|
||
New York, NY 10104-1472 |
|
|
|
Great West Life & Annuity Ins. Co. |
|
|
|
COLI VUL-7 Series Account |
5.77% |
— |
|
8515 E. Orchard Rd. # 2T2 |
|
|
|
Greenwood Village, CO 80111-5002 |
|
|
|
Jefferson National Life Insurance |
8.59% |
— |
|
10350 Ormsby Park Pl., Ste. 600 |
|||
|
|
||
Louisville, KY 40223-6175 |
|
|
|
Talcott Resolution Life & Annuity |
13.88% |
— |
|
P.O. Box 5051 |
|||
|
|
||
Harford, CT 06102-5051 |
|
|
|
Invesco V.I. International Growth Fund |
|
|
|
|
|
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
IDS Life Insurance Company |
— |
8.09% |
|
222 AXP Financial Ctr. |
|||
|
|
||
Minneapolis, MN 55474-0002 |
|
|
|
Lincoln National Life Ins. Company |
13.35% |
8.21% |
|
1300 S. Clinton St. |
|||
|
|
||
Fort Wayne, IN 46802-3506 |
|
|
|
Met Life Annuity Operations |
|
|
|
Security First Life Separate Acct. |
— |
24.16% |
|
Attn: Shar Nevenhoven CPA |
|||
|
|
||
4700 Westown PlSY, Ste. 200 |
|
|
|
West Des Moines, IA 50266 |
|
|
|
Nationwide Life Insurance Co. NWPP |
|
|
|
C/O IPO Portfolio Accounting |
7.98% |
— |
|
P.O. Box 182029 |
|
|
|
Columbus, OH 43218-2029 |
|
|
|
Nationwide Life Insurance Co. NWVLI4 |
|
|
|
C/O IPO Portfolio Accounting |
7.25% |
— |
|
P.O. Box 182029 |
|
|
|
Columbus, OH 43218-2029 |
|
|
|
NYLIAC |
|
|
|
Attn: Ashesh Upadhyay |
9.21% |
22.86% |
|
30 Hudson St. |
|
|
|
Jersey City, NJ 07032-4600 |
|
|
|
Ohio National Life Ins. Company |
|
|
|
FBO Its Separate Accounts |
— |
7.00% |
|
1 Financial Way |
|
|
|
Cincinnati, OH 45242-5800 |
|
|
F-14
F-15
Invesco V.I. Mid Cap Core Equity Fund
F-16
Invesco V.I. Small Cap Equity Fund
F-17
Invesco V.I. Technology Fund
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
IDS Life Insurance Company |
29.23% |
— |
|
222 AXP Financial Ctr. |
|||
|
|
||
Minneapolis, MN 55474-0002 |
|
|
|
Mass Mutual Life Ins. Co. |
9.80% |
99.73% |
|
1295 State Street MIP C105 |
|||
|
|
||
Springfield, MA 01111-0001 |
|
|
|
Prudential Annuities Life Assurance |
|
|
|
Attn: Separate Accts. Trade Confirms |
16.25% |
— |
|
P.O. Box 883 |
|||
|
|
||
1 Corporate Dr. |
|
|
|
Shelton, CT 06484-0883 |
|
|
|
Invesco V.I. Value Opportunities Fund |
|
|
|
|
|
|
|
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Allstate Life Insurance Co. |
|
|
|
Aim VI-AIM VA3 |
— |
10.79% |
|
Financial Control Unit |
|||
|
|
||
P.O. Box 94210 |
|
|
|
Palatine, IL 60094-4210 |
|
|
|
Allstate Life Insurance Co. |
|
|
|
c/o Prudential Annuities |
|
|
|
Separate Accounts |
— |
6.46% |
|
213 Washington St. |
|
|
|
Mailstop NJ 02-07-01 |
|
|
|
Newark, NJ 07102-2917 |
|
|
|
Allstate Life Insurance Company |
|
|
|
GLAC Proprietary |
6.75% |
— |
|
Financial Control Unit |
|||
|
|
||
P.O. Box 94210 |
|
|
|
Palatine, IL 60094-4210 |
|
|
|
American Enterprise Life Ins. Co. |
— |
29.29% |
|
1497 AX Financial Ctr. |
|||
|
|
||
Minneapolis, MN 55474-0014 |
|
|
|
GE Life and Annuity Assurance Co. |
|
|
|
Variable Extra Credit |
— |
20.50% |
|
Attn: Variable Accounting |
|||
|
|
||
6610 W. Broad St. |
|
|
|
Richmond, VA 23230-1702 |
|
|
|
Lincoln Benefit Life |
8.53% |
— |
|
P.O. Box 94210 |
|||
|
|
||
Palatine, IL 60094-4210 |
|
|
F-18
|
Series I Shares |
Series II Shares |
|
|
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
|
Principal Life Insurance Co. Cust. |
|
|
|
FBO Principal Executive Plus Variable Annuity |
5.42% |
— |
|
Attn: Individual Life Accounting |
|||
|
|
||
711 High St. |
|
|
|
Des Moines, IA 50392-0001 |
|
|
|
Security Benefit Life |
|
|
|
Variable Annuity Account XIV |
— |
11.67% |
|
1 SW Security Benefit Pl. |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
Security Benefit Life |
|
|
|
Variflex Q Navisys |
— |
5.62% |
|
1 SW Security Benefit Pl. |
|
|
|
Topeka, KS 66636-1000 |
|
|
|
Talcott Resolution Life & Annuity |
48.35% |
— |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
|
Talcott Resolution Life Ins. Co. |
18.69% |
— |
|
P.O. Box 5051 |
|||
|
|
||
Hartford, CT 06102-5051 |
|
|
Management Ownership
As of April 9, 2020, the trustees and officers as a group owned less than 1% of the shares outstanding of each class of any Fund.
F-19
APPENDIX G
MANAGEMENT FEES
For the last three fiscal years ended December 31, the management fees payable by each Fund, the amounts waived by Invesco and the net fees paid by each Fund were as follows:
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
Fund Name |
|
|
Net |
|
|
Net |
|
|
Net |
Mgmt |
Mgmt |
Mgmt |
Mgmt |
Mgmt |
Mgmt |
Mgmt |
Mgmt |
Mgmt |
|
|
Fee |
Fee |
Fees |
Fee |
Fee |
Fees |
Fee |
Fee |
Fees |
|
Payable |
Waivers |
Paid |
Payable |
Waivers |
Paid |
Payable |
Waivers |
Paid |
Invesco V.I. American Franchise Fund |
$4,121,428 |
$(2,980) |
$4,118,448 |
$4,389,714 |
$(1,483) |
$4,388,231 |
$4,328,605 |
$(2,504) |
$4,326,101 |
Invesco V.I. American Value Fund |
2,080,038 |
(7,877) |
2,072,161 |
2,500,751 |
(9,219) |
2,491,532 |
2,792,231 |
(14,950) |
2,777,281 |
Invesco V.I. Balanced-Risk Allocation Fund |
9,430,812 |
(4,741,689) |
4,689,123 |
10,267,998 |
(5,003,680) |
5,264,318 |
10,822,792 |
(5,103,040) |
5,719,752 |
Invesco V.I. Comstock Fund |
7,880,253 |
(83,440) |
7,796,813 |
9,403,039 |
(80,376) |
9,322,663 |
10,554,476 |
(54,344) |
10,500,132 |
Invesco V.I. Core Equity Fund |
5,510,639 |
(18,396) |
5,492,243 |
6,532,746 |
(99,125) |
6,433,621 |
7,557,806 |
(155,469) |
7,402,337 |
Invesco V.I. Core Plus Bond Fund |
95,502 |
(95,502) |
- |
80,792 |
(80,792) |
- |
79,181 |
(79,181) |
- |
Invesco V.I. Diversified Dividend Fund |
2,525,977 |
(35,912) |
2,490,065 |
2,918,704 |
(63,163) |
2,855,541 |
3,134,430 |
(97,940) |
3,036,490 |
|
|
|
|
|
|
|
|
|
|
Invesco V.I. Equally-Weighted S&P 500 Fund |
288,739 |
(5,165) |
283,574 |
315,675 |
(3,992) |
311,683 |
240,373 |
(3,433) |
236,940 |
Invesco V.I. Equity and Income Fund |
4,891,556 |
(85,135) |
4,806,421 |
5,547,264 |
(79,205) |
5,468,059 |
5,688,222 |
(95,906) |
5,592,316 |
Invesco V.I. Global Core Equity Fund |
460,556 |
(293) |
460,263 |
535,099 |
(1,298) |
533,801 |
540,127 |
(469) |
539,658 |
Invesco V.I. Global Real Estate Fund |
1,391,610 |
(2,990) |
1,388,620 |
2,616,219 |
(3,306) |
2,612,913 |
2,967,717 |
(5,001) |
2,962,716 |
Invesco V.I. Government Money Market Fund |
1,116,208 |
- |
1,116,208 |
1,187,537 |
- |
1,187,537 |
1,071,836 |
(2,159) |
1,069,677 |
Invesco V.I. Government Securities Fund |
2,170,512 |
(4,102) |
2,166,410 |
2,365,820 |
(5,944) |
2,359,876 |
2,607,686 |
(7,917) |
2,599,769 |
Invesco V.I. Growth and Income Fund |
8,704,724 |
(85,922) |
8,618,802 |
10,183,763 |
(57,671) |
10,126,092 |
11,147,816 |
(53,761) |
11,094,055 |
Invesco V.I. Health Care Fund |
1,505,765 |
(4,841) |
1,500,924 |
1,541,974 |
(6,505) |
1,535,469 |
1,654,617 |
(4,890) |
1,649,727 |
Invesco V.I. High Yield Fund |
947,906 |
(8,211) |
939,695 |
1,096,482 |
(5,004) |
1,091,478 |
1,168,242 |
(16,777) |
1,151,465 |
Invesco V.I. International Growth Fund |
10,096,407 |
(63,247) |
10,033,160 |
12,383,862 |
(100,543) |
12,283,319 |
13,768,252 |
(167,752) |
13,600,500 |
Invesco V.I. Managed Volatility Fund |
222,843 |
(2,546) |
220,297 |
253,776 |
(2,393) |
251,383 |
296,522 |
(2,447) |
294,075 |
Invesco V.I. Mid Cap Core Equity Fund |
1,742,463 |
(36,831) |
1,705,632 |
1,990,015 |
(68,722) |
1,921,293 |
2,400,909 |
(71,534) |
2,329,375 |
Invesco V.I. S&P 500 Index Fund |
104,132 |
(1,057) |
103,075 |
106,852 |
(1,431) |
105,421 |
108,507 |
(1,075) |
107,432 |
Invesco V.I. Small Cap Equity Fund |
1,846,907 |
(9,439) |
1,837,468 |
2,163,296 |
(6,698) |
2,156,598 |
2,256,696 |
(5,324) |
2,251,372 |
Invesco V.I. Technology Fund |
984,595 |
(1,657) |
982,938 |
1,023,053 |
(2,389) |
1,020,664 |
862,140 |
(1,311) |
860,829 |
Invesco V.I. Value Opportunities Fund |
627,946 |
(3,464) |
624,482 |
744,676 |
(2,306) |
742,370 |
917,797 |
(3,717) |
914,080 |
G-1
APPENDIX H
PORTFOLIO MANAGERS
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
Invesco's 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 Fund's 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 manager's 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 December 31, 2019 (unless otherwise noted):
|
|
Dollar Range |
Portfolio Managers |
|
of Investments |
|
|
in the Fund |
Invesco V.I. American Franchise Fund |
||
Erik Voss |
|
None1 |
Ido Cohen |
|
None1 |
Invesco V.I. American Value Fund |
||
Jeffrey Vancavage |
|
None |
|
|
|
Invesco V.I. Balanced-Risk Allocation Fund |
||
Mark Ahnrud |
|
None1 |
Chris Devine |
|
None1 |
Scott Hixon |
|
None1 |
Christian Ulrich |
|
None1 |
Scott Wolle |
|
None1 |
Invesco V.I. Comstock Fund |
|
|
Devin Armstrong |
|
None1 |
Charles DyReyes |
|
None1 |
Kevin Holt |
|
None1 |
James Warwick |
|
None1 |
Invesco V.I. Core Equity Fund |
|
|
Manind ("Mani") Govil |
|
None |
|
|
|
Paul Larson |
|
None |
|
|
|
Benjamin Ram |
|
None |
|
|
|
1 The portfolio manager manages and has made investments in an Invesco Fund with the same or similar objectives and strategies as the Fund (a Patterned Fund) as of the most recent fiscal year end of the Patterned Fund.
H-1
2 Shares of the Fund are not sold in England, where the portfolio manager is domiciled. Accordingly, the portfolio manager may not invest in the Fund.
H-2
|
|
Dollar Range |
Portfolio Managers |
|
of Investments |
|
|
in the Fund |
Invesco V.I. Health Care Fund |
|
|
Henry Wu |
|
None1 |
Invesco V.I. High Yield Fund |
|
|
Andrew Geryol |
|
None1 |
Joseph Portera |
|
None1 |
Scott Roberts |
|
None1 |
Invesco V.I. International Growth Fund |
||
Brent Bates |
|
None1 |
Matthew Dennis |
|
None1 |
Mark Jason |
|
None1 |
Richard Nield |
|
None1 |
Clas Olsson |
|
None1 |
Invesco V.I. Managed Volatility Fund |
||
Jacob Borbidge |
|
None |
|
|
|
Chuck Burge |
|
None |
|
|
|
Brian Jurkash |
|
None |
|
|
|
Sergio Marcheli |
|
None |
|
|
|
Matthew Titus |
|
None |
Invesco V.I. Mid Cap Core Equity Fund |
||
Raymond Anello |
|
None |
|
|
|
Joy Budzinski |
|
None |
|
|
|
Belinda Cavazos3 |
|
None |
Kristin Ketner Pak |
|
None |
|
|
|
Magnus Krantz |
|
None |
Raman Vardharaj |
|
None |
Adam Weiner |
|
None |
Matthew P. Ziehl |
|
None |
Invesco V.I. S&P 500 Index Fund |
|
|
Anthony Munchak |
|
None1 |
Glen Murphy |
|
None1 |
Francis Orlando |
|
None |
|
|
|
Daniel Tsai |
|
None1 |
Invesco V.I. Small Cap Equity Fund |
||
Juan Hartsfield |
|
None1 |
Davis Paddock |
|
None1 |
Invesco V.I. Technology Fund |
|
|
Janet Luby |
|
None1 |
Erik Voss |
|
None1 |
Invesco V.I. Value Opportunities Fund
3 The portfolio manager began serving on the Fund effective February 24, 2020. Information for the Portfolio Manager has been provided as of February 28, 2020.
H-3
|
Dollar Range |
Portfolio Managers |
of Investments |
|
in the Fund |
Jonathan Edwards |
None1 |
Jonathan Mueller |
None1 |
Assets Managed
The following information is as of December 31, 2019 (unless otherwise noted):
|
|
|
|
Other Registered |
|
|
Other Pooled Investment |
|
|
|
Other |
|
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|
|
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Investment Companies |
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Vehicles Managed |
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Accounts Managed |
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Portfolio Managers |
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Managed |
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Number |
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Assets |
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|
Number |
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|
Assets |
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|
Number |
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|
Assets |
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|||||||
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of |
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of |
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of |
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(in millions) |
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(in millions) |
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(in millions) |
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Accounts |
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Accounts |
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Accounts |
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|
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|
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|
|
|
|
Invesco V.I. American Franchise Fund |
|
|
|
|
|
|
|||||||||
|
Erik Voss |
7 |
|
|
$20,457.9 |
|
|
None |
|
None |
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Ido Cohen |
4 |
|
|
$19,180.3 |
|
1 |
|
$1,764.3 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|||||
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|
|
|
|
|
|
Invesco V.I. American Value Fund |
|
|
|
|
|
|
|||||||
|
Jeffrey Vancavage |
2 |
|
|
$2,160.3 |
|
|
None |
|
None |
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
Invesco V. I. Balanced-Risk Allocation Fund |
|
|
|
|
|
|
||||||||||
|
Mark Ahnrud |
14 |
|
|
$8,752.2 |
|
16 |
|
$2,481.1 |
|
24 |
|
$0.24 |
|
|||||||
|
Chris Devine |
14 |
|
|
$8,752.2 |
|
16 |
|
$2,481.1 |
|
24 |
|
$0.24 |
|
|||||||
|
Scott Hixon |
14 |
|
|
$8,752.2 |
|
16 |
|
$2,481.1 |
|
24 |
|
$0.24 |
|
|||||||
|
Christian Ulrich |
14 |
|
|
$8,752.2 |
|
16 |
|
$2,481.1 |
|
24 |
|
$0.24 |
|
|||||||
|
Scott Wolle |
14 |
|
|
$8,752.2 |
|
21 |
|
$6,898.9 |
|
24 |
|
$0.24 |
|
|||||||
|
|
|
|
|
|
|
|
Invesco V.I. Comstock Fund |
|
|
|
|
|
|
|||||||
|
Devin Armstrong |
6 |
|
|
$17,067.2 |
|
1 |
|
$71.9 |
|
4,7274 |
|
$870.84 |
|
|||||||
|
Charles DyReyes |
6 |
|
|
$17,067.2 |
|
1 |
|
$71.9 |
|
4,7274 |
|
$870.84 |
|
|||||||
|
Kevin Holt |
6 |
|
|
$17,067.2 |
|
1 |
|
$71.9 |
|
4,7274 |
|
$870.84 |
|
|||||||
|
James Warwick |
6 |
|
|
$17,067.2 |
|
1 |
|
$71.9 |
|
4,7274 |
|
$870.84 |
|
|||||||
|
|
|
|
|
|
|
|
Invesco V.I. Core Equity Fund |
|
|
|
|
|
|
|||||||
|
Manind ("Mani") Govil |
8 |
|
|
$20,161.5 |
|
1 |
|
$120.5 |
|
14 |
|
$0.24 |
|
|||||||
|
Paul Larson |
7 |
|
|
$17,228.4 |
|
1 |
|
$120.5 |
|
14 |
|
$0.24 |
|
|||||||
|
Benjamin Ram |
7 |
|
|
$17,228.4 |
|
1 |
|
$120.5 |
|
14 |
|
$0.24 |
|
|||||||
|
|
|
|
|
|
|
|
Invesco V.I. Core Plus Bond Fund |
|
|
|
|
|
|
|||||||
|
Matthew Brill |
5 |
|
|
$8,321.9 |
|
6 |
|
$2,947.3 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Chuck Burge |
11 |
|
|
$26,324.5 |
|
3 |
|
$5,360.9 |
|
1 |
|
$161.9 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Michael Hyman |
10 |
|
|
$12,484.4 |
|
11 |
|
$3,560.7 |
|
14 |
|
$0.24 |
|
|||||||
|
Joseph Portera |
5 |
|
|
$5,713.8 |
|
6 |
|
$1,114.5 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Scott Roberts |
6 |
|
|
$7,941.4 |
|
4 |
|
$686.3 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
4 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-4
|
|
|
|
Other Registered |
|
|
Other Pooled Investment |
|
|
|
Other |
|
||||||||||
|
|
|
|
Investment Companies |
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
Vehicles Managed |
|
|
Accounts Managed |
|
||||||||||||
|
Portfolio Managers |
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|
|
Managed |
|
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|
Number |
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Assets |
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|
Number |
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|
Assets |
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|
Number |
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|
Assets |
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||
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of |
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of |
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of |
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(in millions) |
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(in millions) |
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(in millions) |
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Accounts |
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Accounts |
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Accounts |
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|||||
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|
|
|
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|
|
Invesco V.I. Diversified Dividend Fund |
|
|
|
|
|
|
|||||||||
|
Robert Botard |
6 |
|
|
|
$25,344.3 |
|
1 |
|
$185.8 |
|
1,3024 |
|
$290.84 |
|
|||||||
|
Kristy Bradshaw |
6 |
|
|
|
$25,344.3 |
|
1 |
|
$185.8 |
|
1,3024 |
|
$290.84 |
|
|||||||
|
Christopher McMeans |
6 |
|
|
|
$25,344.3 |
|
1 |
|
$185.8 |
|
1,3024 |
|
$290.84 |
|
|||||||
|
Meggan Walsh |
6 |
|
|
|
$25,344.3 |
|
2 |
|
$306.3 |
|
1,3024 |
|
$290.84 |
|
|||||||
|
|
|
|
Invesco V.I. Equally-Weighted S&P 500 Fund |
|
|
|
|
|
|
||||||||||||
|
Anthony Munchak |
8 |
|
|
|
$10,041 |
|
44 |
|
$8,336 |
|
915 |
|
$15,282.05 |
|
|||||||
|
Glen Murphy |
9 |
|
|
|
$10,047 |
|
44 |
|
$8,336 |
|
915 |
|
$15,282.05 |
|
|||||||
|
Francis Orlando |
8 |
|
|
|
$10,041 |
|
44 |
|
$8,336 |
|
915 |
|
$15,282.05 |
|
|||||||
|
Daniel Tsai |
3 |
|
|
|
$9,537 |
|
44 |
|
$8,336 |
|
915 |
|
$15,282.05 |
|
|||||||
|
|
|
|
|
|
|
|
Invesco V.I. Equity and Income Fund |
|
|
|
|
|
|
||||||||
|
Chuck Burge |
11 |
|
|
|
$25,065.9 |
|
3 |
|
$5,360.9 |
|
1 |
|
$161.9 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
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Brian Jurkash |
8 |
|
|
|
$25,657.1 |
|
1 |
|
$132.5 |
|
1,6074 |
|
$229.94 |
|
|||||||
|
Sergio Marcheli |
8 |
|
|
|
$25,657.1 |
|
1 |
|
$132.5 |
|
1,6074 |
|
$229.94 |
|
|||||||
|
Matthew Titus |
8 |
|
|
|
$25,657.1 |
|
|
None |
|
None |
1,6074 |
|
$229.94 |
|
|||||||
|
|
|
|
|
|
|
|
Invesco V.I. Global Core Equity Fund |
|
|
|
|
|
|
||||||||
|
Erik Esselink |
2 |
|
|
|
$840.8 |
|
4 |
|
$1,681.0 |
|
434 |
|
$13.44 |
|
|||||||
|
Jeff Everett |
3 |
|
|
|
$2,015.6 |
|
|
None |
|
None |
434 |
|
$13.44 |
|
|||||||
|
Marty Steinik |
1 |
|
|
|
$769.4 |
|
|
None |
|
None |
54 |
|
$4.74 |
|
|||||||
|
|
|
|
|
|
|
|
Invesco V.I. Global Real Estate Fund |
|
|
|
|
|
|
||||||||
|
Mark Blackburn |
11 |
|
|
|
$6,116.6 |
|
2 |
|
$1,017.4 |
|
27 |
|
$8,729.3 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
James Cowen |
10 |
|
|
|
$5,988.4 |
|
2 |
|
$1,017.4 |
|
27 |
|
$8,729.3 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Paul Curbo |
11 |
|
|
|
$6,116.6 |
|
2 |
|
$1,017.4 |
|
27 |
|
$8,729.3 |
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|||||||
|
Grant Jackson |
11 |
|
|
|
$6,116.6 |
|
2 |
|
$1,017.4 |
|
27 |
|
$8,729.3 |
|
|||||||
|
|
|
|
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|
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|
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|
|
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|
|
|
|||||||
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Joe Rodriguez, Jr. |
11 |
|
|
|
$6,116.6 |
|
2 |
|
$1,017.4 |
|
27 |
|
$8,729.3 |
|
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|
|
|
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|
|
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|
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|
|
|
|
|
|||||||
|
Darin Turner |
11 |
|
|
|
$6,116.6 |
|
2 |
|
$1,017.4 |
|
27 |
|
$8,729.3 |
|
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|
|
|
|
|
|
|
|||||||
|
Ping Ying Wang |
11 |
|
|
|
$6,116.6 |
|
2 |
|
$1,017.4 |
|
27 |
|
$8,729.3 |
|
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Invesco V.I. Government Securities Fund |
|
|
|
|
|
|
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|
Clint Dudley |
3 |
|
|
|
$1,819.5 |
|
|
None |
|
None |
|
None |
|
|
None |
||||||
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Noelle Corum |
|
None |
|
|
|
|
None |
|
None |
|
None |
|
None |
|
|
None |
|||||
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|
Invesco V.I. Growth and Income Fund |
|
|
|
|
|
|
||||||||
|
Brian Jurkash |
8 |
|
|
|
$25,236.1 |
|
1 |
|
$132.5 |
|
1,6074 |
|
$229.94 |
|
|||||||
|
Sergio Marcheli |
8 |
|
|
|
$25,236.1 |
|
1 |
|
$132.5 |
|
1,6074 |
|
$229.94 |
|
|||||||
|
Matthew Titus |
8 |
|
|
|
$25,236.1 |
|
|
None |
|
None |
1,6074 |
|
$229.94 |
|
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|
Invesco V.I. Health Care Fund |
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5 This amount includes 10 funds that pay performance-based fees with $1,429M in total assets under management.
H-5
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Other Registered |
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Other Pooled Investment |
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Other |
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Investment Companies |
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Vehicles Managed |
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Accounts Managed |
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Portfolio Managers |
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Managed |
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|||||
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Number |
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Assets |
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|
Number |
|
|
Assets |
|
|
Number |
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Assets |
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||||||
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of |
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of |
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of |
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|||
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(in millions) |
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(in millions) |
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(in millions) |
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|||
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Accounts |
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Accounts |
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Accounts |
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|||
|
Erik Voss |
7 |
|
$20,974.0 |
|
|
None |
|
None |
|
None |
|
|
None |
||||||
|
|
|
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Invesco V.I. Value Opportunities Fund |
|
|
|
|
|
|
|||||||||
|
Jonathan Edwards |
3 |
|
$2,138.3 |
|
|
None |
|
None |
|
None |
|
|
None |
||||||
|
|
|
|
|
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|
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|
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|
||||||
|
Jonathan Mueller |
3 |
|
$2,138.3 |
|
|
None |
|
None |
|
None |
|
|
None |
||||||
|
|
|
|
|
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|
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.
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.
H-7
Description of Compensation Structure
For the Adviser and each 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 manager's 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-Adviser's intention is to be competitive in light of the particular portfolio manager's 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 manager's 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 period6 |
Invesco 7 |
One-, Three- and Five-year performance |
Invesco Deutschland |
against Fund peer group |
Invesco Hong Kong7 |
|
Invesco Asset Management |
|
Invesco India |
|
Invesco Listed Real Assets Division7 |
|
Invesco Senior Secured7, 8 |
Not applicable |
Invesco Capital7,9 |
|
Invesco Canada7 |
One-year performance against Fund peer |
|
group |
|
Three- and Five-year performance against |
|
entire universe of Canadian funds |
Invesco Japan10 |
One-, Three- and Five-year performance |
6 Rolling time periods based on calendar year-end.
7 Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four-year period.
8Invesco Senior Secured's bonus is based on annual measures of equity return and standard tests of collateralization performance.
9Portfolio Managers for Invesco Capital base their bonus on Invesco results as well as overall performance of Invesco Capital.
10Portfolio Managers for Invesco Pacific Growth Fund's compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark.
H-8
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-9
APPENDIX I
ADMINISTRATIVE SERVICES FEES
The Funds paid Invesco the following amounts for administrative services for the last three fiscal years ended December 31:
Fund Name |
2019 |
2018 |
2017 |
Invesco V.I. American Franchise Fund |
$972,400 |
$1,131,436 |
$1,112,114 |
Invesco V.I. American Value Fund |
468,428 |
605,163 |
675,526 |
Invesco V.I. Balanced-Risk Allocation Fund |
1,700,249 |
1,948,419 |
2,057,695 |
Invesco V.I. Comstock Fund |
2,260,671 |
2,802,642 |
3,148,132 |
Invesco V.I. Core Equity Fund |
1,324,103 |
1,704,013 |
2,004,199 |
Invesco V.I. Core Plus Bond Fund |
31,648 |
76,891 |
75,307 |
Invesco V.I. Diversified Dividend Fund |
772,607 |
926,261 |
1,004,014 |
Invesco V.I. Equally-Weighted S&P 500 Fund |
364,389 |
315,556 |
213,095 |
Invesco V.I. Equity and Income Fund |
1,966,454 |
2,373,626 |
2,444,548 |
Invesco V.I. Global Core Equity Fund |
114,556 |
169,716 |
170,856 |
Invesco V.I. Global Real Estate Fund |
298,898 |
610,663 |
692,760 |
Invesco V.I. Government Money Market Fund |
1,412,721 |
1,594,008 |
1,427,369 |
Invesco V.I. Government Securities Fund |
753,463 |
866,030 |
957,859 |
Invesco V.I. Growth and Income Fund |
2,450,536 |
3,096,869 |
3,379,462 |
Invesco V.I. Health Care Fund |
326,651 |
358,246 |
386,276 |
Invesco V.I. High Yield Fund |
254,157 |
312,452 |
329,719 |
Invesco V.I. International Growth Fund |
2,323,954 |
3,001,300 |
3,320,635 |
Invesco V.I. Managed Volatility Fund |
61,341 |
113,430 |
123,515 |
Invesco V.I. Mid Cap Core Equity Fund |
395,603 |
479,145 |
577,287 |
Invesco V.I. S&P 500 Index Fund |
141,013 |
183,488 |
194,400 |
Invesco V.I. Small Cap Equity Fund |
405,422 |
508,609 |
524,812 |
Invesco V.I. Technology Fund |
215,203 |
253,950 |
220,760 |
Invesco V.I. Value Opportunities Fund |
152,113 |
210,823 |
246,951 |
I-1
APPENDIX J
BROKERAGE COMMISSIONS
AND COMMISSIONS ON AFFILIATED TRANSACTIONS
Set forth below are brokerage commissions1 paid by each of the Funds listed below during the last three fiscal years or period ended December 31. Unless otherwise indicated, the amount of brokerage commissions paid by a Fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover:
|
|
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
|
|
% of Total |
Transaction |
|
|
|
|
|
|
|
|
Brokerage |
Dollars |
|
|
|
|
|
|
|
|
Commissions |
Effected |
|
Total $ Amount of |
|
Total $ Amount of |
Paid to the |
Through |
||||
|
Brokerage Commissions |
Brokerage Commissions |
Affiliated |
Affiliated |
|||||
|
|
Paid1 |
|
Paid to Affiliated Brokers |
Brokers |
Brokers |
|||
Fund |
2019 |
2018 |
|
2017 |
2019 |
2018 |
2017 |
2019 |
2019 |
Invesco V.I. American Franchise Fund |
$163,048 |
$233,956 |
|
$235,611 |
$4,136 |
$4,274 |
$3,244 |
2.54% |
7.54% |
Invesco V.I. American Value Fund |
233,726 |
299,304 |
|
316,102 |
17,176 |
5,513 |
12,117 |
7.35 |
14.66 |
Invesco V.I. Balanced-Risk Allocation Fund |
261,366 |
310,174 |
|
689,583 |
— |
— |
— |
— |
— |
Invesco V.I. Comstock Fund |
498,044 |
572,168 |
|
699,876 |
16,621 |
9,599 |
30,219 |
3.34 |
7.03 |
Invesco V.I. Core Equity Fund |
431,126 |
615,997 |
|
654,599 |
964 |
2,128 |
— |
0.22 |
0.71 |
Invesco V.I. Core Plus Bond Fund |
— |
— |
|
N/A |
— |
N/A |
N/A |
N/A |
N/A |
Invesco V.I. Diversified Dividend Fund |
40,387 |
63,454 |
|
106,156 |
1,068 |
44 |
31 |
2.64 |
4.04 |
Invesco V.I. Equally-Weighted S&P 500 Fund |
8,833 |
3,913 |
|
8,656 |
— |
— |
— |
— |
— |
Invesco V.I. Equity and Income Fund |
303,876 |
383,780 |
|
250,712 |
18,881 |
11,093 |
3,925 |
6.21 |
12.77 |
Invesco V.I. Global Core Equity Fund |
44,496 |
61,303 |
|
125,018 |
13 |
15 |
20 |
0.03 |
0.07 |
Invesco V.I. Global Real Estate Fund |
198,774 |
396,309 |
|
424,587 |
— |
— |
— |
— |
— |
Invesco V.I. Government Money Market Fund |
N/A |
N/A |
|
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Invesco V.I. Government Securities Fund |
N/A |
N/A |
|
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Invesco V.I. Growth and Income Fund |
868,349 |
759,306 |
|
502,103 |
73,303 |
26,323 |
10,905 |
8.44 |
14.39 |
Invesco V.I. Health Care Fund |
49,001 |
110,947 |
|
108,699 |
604 |
1,810 |
1,875 |
1.23 |
9.54 |
Invesco V.I. High Yield Fund |
— |
12,370 |
|
6,473 |
— |
— |
— |
— |
— |
Invesco V.I. International Growth Fund |
1,349,526 |
2,045,739 |
|
1,968,710 |
— |
— |
— |
— |
— |
Invesco V.I. Managed Volatility Fund |
8,332 |
— |
|
10,059 |
478 |
— |
268 |
— |
— |
Invesco V.I. Mid Cap Core Equity Fund |
250,129 |
89,481 |
|
215,562 |
216 |
262 |
147 |
0.09 |
0.42 |
Invesco V.I. S&P 500 Index Fund |
987 |
1,369 |
|
1,653 |
— |
— |
— |
— |
— |
Invesco V.I. Small Cap Equity Fund |
121,569 |
76,233 |
|
113,188 |
3,770 |
5,263 |
2,972 |
3.10 |
6.69 |
Invesco V.I. Technology Fund |
53,366 |
44,353 |
|
38,309 |
882 |
750 |
1845 |
1.65 |
5.49 |
Invesco V.I. Value Opportunities Fund |
52,654 |
91,478 |
|
98,598 |
558 |
1,496 |
4,643 |
1.06 |
2.08 |
1Disclosure regarding brokerage commissions is limited to commissions paid on agency trades and designated as such on the trade confirm.
J-1
APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF
SECURITIES OF REGULAR BROKERS OR DEALERS
During the last fiscal year ended December 31, 2019, each Fund allocated the following amount of transactions to broker-dealers that provided Invesco with certain research, statistics and other information:
Fund* |
Transactions* |
Related Brokerage |
|
Commissions |
|||
|
|
||
Invesco V.I. American Franchise Fund |
$416,168,167 |
$149,287 |
|
Invesco V.I. American Value Fund |
$316,933,246 |
$216,827 |
|
Invesco V.I. Balanced-Risk Allocation Fund |
— |
— |
|
Invesco V.I. Comstock Fund |
$577,235,462 |
$480,499 |
|
Invesco V.I. Core Equity Fund |
$1,162,757,392 |
$387,813 |
|
Invesco V.I. Core Plus Bond Fund |
— |
— |
|
Invesco V.I. Diversified Dividend Fund |
$84,417,062 |
$37,234 |
|
Invesco V.I. Equally-Weighted S&P 500 Fund |
— |
— |
|
Invesco V.I. Equity and Income Fund |
$444,706,479 |
$279,551 |
|
Invesco V.I. Global Core Equity Fund |
$37,673,345 |
$42,955 |
|
Invesco V.I. Global Real Estate Fund |
$151,172,164 |
$166,746 |
|
Invesco V.I. Government Money Market Fund |
— |
— |
|
Invesco V.I. Government Securities Fund |
— |
— |
|
Invesco V.I. Growth and Income Fund |
$1,338,010,559 |
$739,239 |
|
Invesco V.I. Health Care Fund |
$42,310,007 |
$44,517 |
|
Invesco V.I. High Yield Fund |
— |
— |
|
Invesco V.I. International Growth Fund |
$781,695,732 |
$1,253,089 |
|
Invesco V.I. Managed Volatility Fund |
$12,164,138 |
$7,811 |
|
Invesco V.I. Mid Cap Core Equity Fund |
$446,675,331 |
$235,127 |
|
Invesco V.I. S&P 500 Index Fund |
— |
— |
|
Invesco V.I. Small Cap Equity Fund |
$187,475,063 |
$117,299 |
|
Invesco V.I. Technology Fund |
$106,129,139 |
$49,821 |
|
Invesco V.I. Value Opportunities Fund |
$67,883,080 |
$51,368 |
*Amounts reported are inclusive of commissions paid to, and brokerage transactions placed with, certain brokers that provide execution, research and other services.
During the last fiscal year ended December 31, 2019, the Funds held securities issued by the following companies, which are "regular brokers" or dealers of the Funds identified below:
Fund/Issuer |
Security |
Market Value |
|
(as of December 31, 2019) |
|||
|
|
||
Invesco V.I. American Franchise Fund |
|
|
|
Goldman Sachs Group Inc. |
Common Stocks |
$3,054,160 |
|
Invesco V.I. Comstock Fund |
|
|
|
Bank of America |
Common Stocks |
$73,355,406 |
|
Goldman Sachs Group Inc. |
Common Stocks |
$20,380,995 |
|
Morgan Stanley |
Common Stocks |
$29,088,763 |
|
Invesco V.I. Core Plus Bond Fund |
|
|
|
Bank of America |
Bonds and Notes |
$96,536 |
|
Goldman Sachs Group Inc. |
Bonds and Notes |
$107,207 |
|
Morgan Stanley |
Common Stocks |
$141,500 |
|
Invesco V.I. Equally-Weighted S&P 500 Fund |
|
|
|
Bank of America |
Common Stocks |
$550,629 |
|
Goldman Sachs Group Inc. |
Common Stocks |
$549,993 |
|
Morgan Stanley |
Common Stocks |
$547,853 |
|
|
K-1 |
|
Invesco V.I. Equity and Income Fund |
|
|
Bank of America |
Bonds and Notes |
$536,692 |
Goldman Sachs Group Inc. |
Bonds and Notes |
$927,110 |
Morgan Stanley |
Bonds and Notes |
$669,809 |
Bank of America |
Common Stocks |
$28,171,457 |
Goldman Sachs Group Inc. |
Common Stocks |
$16,856,398 |
Morgan Stanley |
Common Stocks |
$21,187,042 |
Invesco V.I. Growth and Income Fund |
|
|
Bank of America |
Common Stocks |
$57,340,837 |
Goldman Sachs Group Inc. |
Common Stocks |
$33,004,152 |
Morgan Stanley |
Common Stocks |
$41,236,102 |
Invesco V.I. Managed Volatility Fund |
|
|
Bank of America |
Bonds and Notes |
$10,421 |
Goldman Sachs Group Inc. |
Bonds and Notes |
$29,318 |
Morgan Stanley |
Bonds and Notes |
$37,873 |
Bank of America |
Common Stocks |
$804,214 |
Goldman Sachs Group Inc. |
Common Stocks |
$456,871 |
Morgan Stanley |
Common Stocks |
$578,065 |
Invesco V.I. S&P 500 Fund |
|
|
Bank of America |
Common Stocks |
$970,205 |
Goldman Sachs Group Inc. |
Common Stocks |
$249,014 |
Morgan Stanley |
Common Stocks |
$213,937 |
Invesco V.I. Value Opportunities Fund |
|
|
Bank of America |
Common Stocks |
$1,703,732 |
Goldman Sachs Group Inc. |
Common Stocks |
$2,759,160 |
K-2
APPENDIX L
CERTAIN FINANCIAL INTERMEDIARIES THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS
1st Global Capital Corporation 1st Partners, Inc.
401k Exchange, Inc.
401k Producer Services Admin Partners LLC ADP Broker Dealer, Inc. Advantage Capital Corporation Advest Inc.
Advisor Group Advisory Services
AIG Capital Services, Inc.
Alight Financial Solutions Alliance Benefit Group Allianz Life
Allstate
Alta Montclair
American Enterprise Investment
American Fidelity Assurance Company
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.
Bay Bridge Administrators LLC BB&T Capital Markets
BC Ziegler BCG Securities
Benefit Plans Administrators Benefit Trust Company Benefits Consultants Group BMO Harris Bank NA BNP Paribas
BOSC, Inc.
Branch Banking & Trust Company Brighthouse Life Insurance Co Brinker Capital
Brown Brothers Harriman & Co. Buck Kwasha Securities LLC Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella & Co., Inc. Cantor Fitzgerald & Co.
Capital One Investment Services
LLC Centennial Bank Center for Due Diligence Cetera
Charles Schwab & Company, Inc. Chase
Citi Smith Barney Citibank NA
Citigroup Global Markets Inc. City National Bank Comerica Bank Commerce Bank
Commonwealth Financial Network
LPL
Community National Bank Compass
Compusys / ERISA Group Inc Conduent HR Services LLC
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc. Credit Suisse Securities
Crowell Weedon & Co. CUNA Mutual Life
CUSO Financial Services, Inc. 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
Education Trust Board of New Mexico
Edward Jones & Co. Envestnet
Envoy Plan Services Inc 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
Forrest T Jones & Company Frost
L-1
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
Kestra Investment Services LLC
Key Bank
Ladenburg Thalmann
LaSalle Bank, N.A.
Lincoln
Lincoln Investment Planning
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 Benefit Services, LLC
National Financial Services
National Plan Administrators
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
Omni Group
OnBrands24 Inc
OneAmerica Financial Partners Inc.
Oppenheimer
Pacific Life
Park Avenue Programs, Inc.
Park Avenue Securities LLC
Pen-Cal Administrators
Penn Mutual Life
Penserv Plan Services
Penson Financial Services
Pershing LLC
PFS Investments, Inc.
Phoenix
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Plan Member Services Corporation
Planco
PNC
Prime Trust LLC
Primerica Shareholder Services, Inc.
Princeton Retirement Group, Inc.
Principal
Princor Financial Services
Corporation
Proequities, Inc.
Protective Life
Pruco Securities LLC
Prudential
Qualified Benefits Consultants, Inc.
R B C Dain Rauscher, Inc.
Randall & Hurley, Inc.
Raymond James
RBC Wealth Management
Reliance Trust Company
Ridge Clearing
Riversource (Ameriprise)
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
RSBCO
S I I Investments, Inc.
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Securian Financial Services, Inc.
Security Benefit
Security Distributors, Inc.
Security Financial Resources, Inc.
Sentra Securities
Signator Investors, Inc.
Silverton Capital, Corp.
Simmons First Investment Group,
Inc.
Siracusa Benefits Programs
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
Talcott Resolution Life Insurance
Company
TD Ameritrade
TDS Group
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 OMNI Group
The Retirement Plan Company LLC
The Vanguard Group
Thrivent
Thrivent Investment Management
Inc.
Transamerica
Trautmann Maher & Associates, Inc.
Treasury Curve
Treasury Strategies
Trust Management Network, LLC
TSA Consulting Group
Tuition Plan Consortium
U.S. Bancorp
UBS Financial Services Inc.
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
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
L-2
APPENDIX M
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLAN
A list of amounts paid by each class of shares to Invesco Distributors, Inc. pursuant to the Plan for the fiscal year ended December 31, 2019 are as follows:
Fund |
Series I |
Series II |
|
shares |
shares |
||
|
|||
Invesco V.I. American Franchise Fund |
N/A |
$376,654 |
|
Invesco V.I. American Value Fund |
N/A |
515,179 |
|
Invesco V.I. Balanced-Risk Allocation Fund |
N/A |
2,463,688 |
|
Invesco V.I. Comstock Fund |
N/A |
2,982,889 |
|
Invesco V.I. Core Equity Fund |
N/A |
54,740 |
|
Invesco V.I. Core Plus Bond Fund |
N/A |
403 |
|
Invesco V.I. Diversified Dividend Fund |
N/A |
560,193 |
|
Invesco V.I. Equally-Weighted S&P 500 Fund |
N/A |
507,438 |
|
Invesco V.I. Equity and Income Fund |
N/A |
2,970,641 |
|
Invesco V.I. Global Core Equity Fund |
N/A |
25,884 |
|
Invesco V.I. Global Real Estate Fund |
N/A |
104,243 |
|
Invesco V.I. Government Money Market Fund |
N/A |
199,305* |
|
Invesco V.I. Government Securities Fund |
N/A |
465,987 |
|
Invesco V.I. Growth and Income Fund |
N/A |
3,389,283 |
|
Invesco V.I. Health Care Fund |
N/A |
161,301 |
|
Invesco V.I. High Yield Fund |
N/A |
244,522 |
|
Invesco V.I. International Growth Fund |
N/A |
2,426,952 |
|
Invesco V.I. Managed Volatility Fund |
N/A |
3,219 |
|
Invesco V.I. Mid Cap Core Equity Fund |
N/A |
207,918 |
|
Invesco V.I. S&P 500 Index Fund |
N/A |
124,835 |
|
Invesco V.I. Small Cap Equity Fund |
N/A |
328,000 |
|
Invesco V.I. Technology Fund |
N/A |
25,871 |
|
Invesco V.I. Value Opportunities Fund |
N/A |
59,069 |
*Net of fee waiver.
M-1
APPENDIX N
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN
An estimate by category of the allocation of actual fees paid by Series II shares of the Funds during the fiscal year ended December 31, 2019 follows:
|
|
Printing |
|
Compensation |
Compensation |
Annual |
Fund |
Advertising |
& |
Seminars |
to |
to Sales |
Report |
|
|
Mailing |
|
Dealer* |
Personnel |
Total |
Invesco V.I. American Franchise Fund |
— |
— |
— |
$376,654 |
— |
$376,654 |
Invesco V.I. American Value Fund |
— |
— |
— |
515,179 |
— |
515,179 |
Invesco V.I. Balanced-Risk Allocation Fund |
— |
— |
— |
2,463,688 |
— |
2,463,688 |
Invesco V.I. Comstock Fund |
— |
— |
— |
2,982,889 |
|
2,982,889 |
Invesco V.I. Core Equity Fund |
— |
— |
— |
54,740 |
— |
54,740 |
Invesco V.I. Core Plus Bond Fund |
— |
— |
— |
403 |
— |
403 |
Invesco V.I. Diversified Dividend Fund |
— |
— |
— |
560,193 |
— |
560,193 |
Invesco V.I. Equally-Weighted S&P 500 Fund |
— |
— |
— |
507,438 |
— |
507,438 |
Invesco V.I. Equity and Income Fund |
— |
— |
— |
2,970,641 |
— |
2,970,641 |
Invesco V.I. Global Core Equity Fund |
— |
— |
— |
25,884 |
— |
25,884 |
Invesco V.I. Global Real Estate Fund |
— |
— |
— |
104,243 |
— |
104,243 |
Invesco V.I. Government Money Market Fund |
— |
— |
— |
199,305** |
— |
199,305** |
Invesco V.I. Government Securities Fund |
— |
— |
— |
465,987 |
— |
465,987 |
Invesco V.I. Growth and Income Fund |
— |
— |
— |
3,389,283 |
— |
3,389,283 |
Invesco V.I. Health Care Fund |
— |
— |
— |
161,301 |
— |
161,301 |
Invesco V.I. High Yield Fund |
— |
— |
— |
244,522 |
— |
244,522 |
Invesco V.I. International Growth Fund |
— |
— |
— |
2,426,952 |
— |
2,426,952 |
Invesco V.I. Managed Volatility Fund |
— |
— |
— |
3,219 |
— |
3,219 |
Invesco V.I. Mid Cap Core Equity Fund |
— |
— |
— |
207,918 |
— |
207,918 |
Invesco V.I. S&P 500 Index Fund |
— |
— |
— |
124,835 |
— |
124,835 |
Invesco V.I. Small Cap Equity Fund |
— |
— |
— |
328,000 |
— |
328,000 |
Invesco V.I. Technology Fund |
— |
— |
— |
25,871 |
— |
25,871 |
Invesco V.I. Value Opportunities Fund |
— |
— |
— |
59,069 |
— |
59,069 |
*Compensation to financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the distribution of the Shares to fund variable annuity and variable insurance contracts investing directly in the Shares.
**Net of fee waiver.
N-1
Statement of Additional Information |
April 30, 2020 |
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, collectively the Funds) of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the Trust) listed below. Each Fund offers Series I and Series II shares as follows:
Fund Class |
Series I |
Series II |
Invesco Oppenheimer V.I. Capital Appreciation Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Global Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Government Money Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. International Growth Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Main Street Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
Series I |
Series II |
Invesco Oppenheimer V.I. Total Return Bond Fund |
Series I |
Series II |
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed above. The Funds were organized on May 24, 2019 and were created for the purposes of acquiring the assets and liabilities of corresponding predecessor funds (as defined below). The Funds' and predecessor Fund's financial statements are incorporated into this SAI by reference to the Funds' and predecessor Fund's most recent Annual Report to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for the Funds listed above from an authorized dealer or by writing to:
Invesco Distributors, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078 or by calling (800) 959-4246
or on the Internet: http://www.invesco.com/us
This SAI, dated April 30, 2020, relates to Series I and Series II shares of each Fund's prospectus dated April 30, 2020. The Trust has established other funds which are offered by one or more separate prospectuses and SAIs. Any reference to the term "Fund" or "Funds" throughout this SAI refers to each Fund named above unless otherwise indicated.
STATEMENT OF ADDITIONAL INFORMATION |
|
TABLE OF CONTENTS |
|
GENERAL INFORMATION ABOUT THE TRUST ....................................................................................... |
1 |
Fund History ............................................................................................................................................. |
1 |
Shares of Beneficial Interest..................................................................................................................... |
1 |
Share Certificates ..................................................................................................................................... |
4 |
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS ............................................. |
4 |
Classification............................................................................................................................................. |
4 |
Investment Strategies and Risks .............................................................................................................. |
4 |
Equity Investments ............................................................................................................................... |
5 |
Foreign Investments ............................................................................................................................. |
9 |
Exchange-Traded Funds .................................................................................................................... |
15 |
Exchange-Traded Notes..................................................................................................................... |
16 |
Debt Investments................................................................................................................................ |
16 |
Other Investments .............................................................................................................................. |
37 |
Investment Techniques ...................................................................................................................... |
42 |
Derivatives .......................................................................................................................................... |
48 |
Receipt of Issuer's Nonpublic Information .............................................................................................. |
63 |
Business Continuity and Operational Risk ............................................................................................. |
63 |
Cybersecurity Risk.................................................................................................................................. |
64 |
Natural Disaster/Epidemic Risk .............................................................................................................. |
64 |
Fund Policies .......................................................................................................................................... |
64 |
Portfolio Turnover ................................................................................................................................... |
67 |
Policies and Procedures for Disclosure of Fund Holdings ..................................................................... |
67 |
General Disclosures ........................................................................................................................... |
68 |
Selective Disclosures ......................................................................................................................... |
70 |
MANAGEMENT OF THE TRUST............................................................................................................... |
72 |
Board of Trustees ................................................................................................................................... |
72 |
Management Information........................................................................................................................ |
79 |
Committee Structure........................................................................................................................... |
81 |
Trustee Ownership of Fund Shares ................................................................................................... |
83 |
Compensation .................................................................................................................................... |
83 |
Retirement Policy ............................................................................................................................... |
83 |
Pre-Amendment Retirement Plan For Trustees ................................................................................. |
83 |
Amendment of Retirement Plan and Conversion to Defined Contribution Plan................................. |
84 |
Deferred Compensation Agreements................................................................................................. |
84 |
Code of Ethics ........................................................................................................................................ |
85 |
Proxy Voting Policies .............................................................................................................................. |
85 |
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES ................................................... |
86 |
INVESTMENT ADVISORY AND OTHER SERVICES ............................................................................... |
86 |
Investment Adviser ................................................................................................................................. |
86 |
Investment Sub-Advisers........................................................................................................................ |
90 |
Services to the Subsidiary ...................................................................................................................... |
91 |
Service Agreements ............................................................................................................................... |
91 |
Other Service Providers.......................................................................................................................... |
92 |
Securities Lending Arrangements .......................................................................................................... |
93 |
Portfolio Managers.................................................................................................................................. |
93 |
BROKERAGE ALLOCATION AND OTHER PRACTICES........................................................................ |
93 |
i |
|
Brokerage Transactions.......................................................................................................................... |
93 |
Commissions .......................................................................................................................................... |
94 |
Broker Selection ..................................................................................................................................... |
95 |
Directed Brokerage (Research Services) ............................................................................................... |
98 |
Affiliated Transactions ............................................................................................................................ |
98 |
Regular Brokers...................................................................................................................................... |
98 |
Allocation of Portfolio Transactions ........................................................................................................ |
98 |
Allocation of Initial Public Offering (IPO) Transactions........................................................................... |
98 |
PURCHASE, REDEMPTION AND PRICING OF SHARES....................................................................... |
99 |
Calculation of Net Asset Value ............................................................................................................... |
99 |
Redemptions In Kind ............................................................................................................................ |
101 |
Payments to Participating Insurance Companies and/or their Affiliates............................................... |
102 |
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS............................................................................. |
102 |
Dividends and Distributions .................................................................................................................. |
102 |
Tax Matters........................................................................................................................................... |
103 |
DISTRIBUTION OF SECURITIES............................................................................................................ |
116 |
Distributor ............................................................................................................................................. |
116 |
Distribution Plan.................................................................................................................................... |
116 |
FINANCIAL STATEMENTS ..................................................................................................................... |
117 |
APPENDICES: |
|
RATINGS OF DEBT SECURITIES .......................................................................................................... |
A-1 |
PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS |
|
ON AN ONGOING BASIS ..................................................................................................................... |
B-1 |
TRUSTEES AND OFFICERS ................................................................................................................... |
C-1 |
TRUSTEES COMPENSATION TABLE ................................................................................................... |
D-1 |
PROXY VOTING POLICIES AND PROCEDURES .................................................................................. |
E-1 |
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES .................................................. |
F-1 |
MANAGEMENT FEES.............................................................................................................................. |
G-1 |
PORTFOLIO MANAGER(S)..................................................................................................................... |
H-1 |
ADMINISTRATIVE SERVICES FEES........................................................................................................ |
I-1 |
BROKERAGE COMMISSIONS................................................................................................................. |
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 |
AMOUNTS PAID PURSUANT TO DISTRIBUTION PLANS ................................................................... |
M-1 |
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS ............................. |
N-1 |
ii
GENERAL INFORMATION ABOUT THE TRUST
Fund History
AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized as a Maryland corporation on January 22, 1993 and re-organized as a Delaware statutory trust on May 1, 2000. Under the Trust's 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 V.I. Capital |
Oppenheimer Capital Appreciation Fund/VA |
Appreciation Fund |
|
Invesco Oppenheimer V.I. Conservative |
Oppenheimer Conservative Balanced Fund/VA |
Balanced Fund |
|
Invesco Oppenheimer V.I. Discovery Mid Cap |
Oppenheimer Discovery Mid Cap Growth Fund/VA |
Growth Fund |
|
Invesco Oppenheimer V.I. Global Fund |
Oppenheimer Global Fund/VA |
Invesco Oppenheimer V.I. Global Strategic |
Oppenheimer Global Strategic Income Fund/VA |
Income Fund |
|
Invesco Oppenheimer V.I. Government Money |
Oppenheimer Government Money Fund/VA |
Fund |
|
Invesco Oppenheimer V.I. International Growth |
Oppenheimer International Growth Fund/VA |
Fund |
|
Invesco Oppenheimer V.I. Main Street Fund® |
Oppenheimer Main Street Fund®/VA |
Invesco Oppenheimer V.I. Main Street |
Oppenheimer Main Street Small Cap Fund®/VA |
Small Cap Fund® |
|
Invesco Oppenheimer V.I. Total Return Bond |
Oppenheimer Total Return Bond Fund/VA |
Fund |
|
All historical financial information and other information contained in this 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
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.
1
The Trust allocates cash and property it receives from the issue or sale of shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, to the Fund, subject only to the rights of creditors of that Fund. These assets constitute the assets belonging to each Fund, are segregated on the Trust's 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 Trust's 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.
The Trust understands that insurance company separate accounts owning shares of the Funds will vote their shares in accordance with the instructions received from owners of variable annuity contracts and variable life insurance policies (Contract Owners), annuitants and beneficiaries. Fund shares held by a separate account as to which no instructions have been received will be voted for or against any proposition, or in abstention, in the same proportion as the shares of that separate account as to which instructions have been received. Fund shares held by a separate account that are not attributable to Contract Owners will also be voted for or against any proposition in the same proportion as the shares for which voting instructions are received by that separate account. If an insurance company determines, however, that it is permitted to vote any such shares of the Funds in its own right, it may elect to do so, subject to the then current interpretation of the 1940 Act and the rules thereunder.
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 class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class's distribution plan.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of a Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of that Fund or class is required. Shareholders of a Fund or class are not entitled to vote on any matter which does not affect that Fund or class but that requires a separate vote of another Fund or class. An example of a matter that would be voted on separately by shareholders of each Fund is the
2
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, conversion or subscription rights, and are freely transferable. Shares do not have cumulative voting rights in connection with the election of Trustees or on any other matter.
Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of private for-profit corporations organized under Delaware law. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state, which does not recognize such limited liability, were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder personal liability for the debts, liabilities, or 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 Trust's 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 Trust's 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 Trust's best interest to pursue.
The Trust Agreement also generally requires that actions by shareholders in connection with or against the Trust or a Fund be brought only in certain Delaware courts and that the right to jury trial be waived to the fullest extent permitted by law.
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Share Certificates
Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued. 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
Classification
The Trust is an open-end management investment company. Each of the Funds is "diversified" for purposes of the 1940 Act.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in each Fund's Prospectus. Where a particular type of security or investment technique is not discussed in a Fund's Prospectus, that security or investment technique is not a principal investment strategy.
A Fund may invest in all of the following types of investments. 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, as well as securities and techniques not described. A Fund's transactions in a particular type of security or use of a particular technique is subject to limitations imposed by a Fund's investment objective, policies and restrictions described in that Fund's Prospectus and/or this SAI, as well as the federal securities laws.
Any percentage limitations relating to the composition of a Fund's portfolio identified in the Fund's 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 investments holdings, or reduce its borrowings, if any, in response to fluctuations in the value of such holdings.
Invesco Oppenheimer V.I. Global Strategic Income Fund will seek to gain exposure to Regulation S securities through investments in a wholly owned subsidiary of the Fund organized under the laws of the Cayman Islands (the Subsidiary). The Fund may invest up to 25% of its total assets in the Subsidiary.
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.
The Funds are categorized by the types of investments they make. Invesco Oppenheimer V.I. Capital Appreciation Fund, Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund, Invesco Oppenheimer V.I. Global Fund, Invesco Oppenheimer V.I. International Growth Fund, Invesco Oppenheimer V.I. Main Street Fund and Invesco Oppenheimer V.I, Main Street Small Cap Fund can be categorized as "Equity Funds." Invesco Oppenheimer V.I. Total Return Bond Fund and Invesco Oppenheimer V.I. Global Strategic Income Fund can be categorized as "Fixed Income Funds." Invesco Oppenheimer V.I. Conservative Balanced Fund, which is categorized as an "Other Fund," shares the investment characteristics (and certain of the investment policies) of both the Equity Funds and the Fixed Income Funds, depending upon the allocations determined from time to time by the Fund's portfolio managers.
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Invesco Oppenheimer V.I. Government Money Fund is categorized as a "Money Market Fund." As such, Invesco Oppenheimer V.I. Government Money Fund is managed in accordance with Rule 2a-7 and will only invest in debt investments that meet the portfolio requirements of Rule 2a-7 discussed in this SAI, including those related to maturity, quality, diversification, and liquidity.
Equity Investments
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.
Invesco Oppenheimer V.I. Main Street Small Cap Fund and Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund will invest primarily in securities of small- and mid-cap issuers, respectively; however, for the other Equity Funds those investments may be limited to the extent the Adviser believes that such investments would be inconsistent with the Fund's investment strategy. While Invesco Oppenheimer V.I. Conservative Balanced Fund does not primarily focus its investments in equity securities, it is expected to invest significantly in them.
Investing in Special Situations. At times, investment benefit may be sought from what a portfolio manager considers to be "special situations," such as mergers, reorganizations, restructurings or other unusual events, that are expected to affect a particular issuer. There is a risk that the expected change or event might not occur, which could cause the price of the security to fall, perhaps sharply. In that case, the investment might not produce the expected gains or might cause a loss. This is an aggressive investment technique that may be considered speculative.
Preferred Stock. Preferred stock, unlike common stock, often offers a specified dividend rate payable from a company's earnings. Preferred stock also generally has a preference over common stock on the distribution of a company's assets in the event the company is liquidated or declares bankruptcy; however, the rights of preferred stockholders on the distribution of a company's assets in the event of a liquidation or bankruptcy are generally subordinate to the rights of the company's 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 issuer's 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
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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 Fund's portfolio.
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 Fund's 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 corporation's capital structure and, therefore, generally entail less risk than the corporation's common stock. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer's 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 issuer's 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
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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 Fund's financial reporting, credit rating and investment limitation purposes.
Contingent Convertible Securities (CoCos). CoCos (also referred to as contingent capital securities) are a form of hybrid fixed income security typically issued by non-U.S. banks that may either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage upon the occurrence of a "trigger" event, such as if (a) the issuer's capital ratio falls below a specified level or (b) certain regulatory events, such as a change in regulatory capital requirements, affect the issuer's 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 issuer's discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses. Additionally, certain call provisions permit an issuer to repurchase CoCos if the regulatory environment or tax treatment of the security (e.g., tax deductibility of interest payments) changes. This may result in a potential loss to the Fund if the price at which the issuer calls or repurchases the CoCos is lower than the initial purchase price by the Fund.
CoCos are subordinate in rank to traditional convertible securities and other debt obligations of an issuer in the issuer's capital structure, and therefore, CoCos entail more risk than an issuer's 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 issuer's 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 security's term or at maturity.
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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 Fund's 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, an 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 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 Fund's principal investment. ELNs are generally in two types: (1) those that provide for protection of a Fund's 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 Adviser's ability to accurately
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forecast movements in the underlying securities will determine the success of the Fund's 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 Fund's entire principal investment.
Foreign Investments
Foreign Securities. Each Fund may invest in foreign securities. Invesco Oppenheimer V.I. Global Strategic Income Fund has no limitation on the amount of foreign securities in which it may invest but will not concentrate 25% or more of its total assets in the securities of any one foreign government. Invesco Oppenheimer V.I. Government Money Fund will limit its investments in foreign securities to U.S. dollar denominated foreign debt securities in accordance with Rule 2a-7. 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.
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.
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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 Fund's assets are uninvested and could cause the Fund to miss attractive investment opportunities or a potential liability to the Fund arising out of the Fund's 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. Unless a Fund's 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 country's 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 Fund's 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 Fund's name as the beneficial owner. It is possible, therefore, that a Fund's 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.
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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 issuer, whether or not such shares were acquired through the Stock Connect program, 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, 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 Fund's profits may be subject to these limitations.
Risks of Investments in the China Interbank Bond Market through the Bond Connect Program. Certain Funds may invest in China onshore bonds traded on the China Interbank Bond Market ("CIBM") through the China - Hong Kong Bond Connect Program ("Bond Connect"). In China, the Hong Kong Monetary Authority Central Money Markets Unit holds Bond Connect securities on behalf of ultimate investors (such as the Fund) in accounts maintained with a China-based custodian (either the China Central Depository & Clearing Co. or the Shanghai Clearing House). This recordkeeping system subjects the Fund to various risks, including the risks of settlement delays and counterparty default of the China custodian and Hong Kong custody agent. In addition, the Fund may have a limited ability to enforce rights as a bondholder because enforcing the ownership rights of a beneficial holder of Bond Connect securities is untested and courts in China have limited experience in applying the concept of beneficial ownership.
Bond Connect uses the trading infrastructure of both Hong Kong and China and is not available on trading holidays in Hong Kong. As a result, prices of securities purchased through Bond Connect may fluctuate at times when the Fund is unable to add to or exit its position. Securities offered through Bond Connect may lose their eligibility for trading through Bond Connect at any time. If Bond Connect securities lose their eligibility for trading through Bond Connect, they may be sold but can no longer be purchased through Bond Connect.
Because Bond Connect trades are settled in RMB, a fund investing through Bond Connect must have timely access to a reliable supply of offshore RMB, which cannot be guaranteed.
Market volatility and potential lack of liquidity due to low trading volume of certain bonds on the CIBM may result in prices of such bonds fluctuating significantly, exposing the Fund to liquidity and volatility risks. The bid-ask spreads of the prices of such securities may be large, and the Fund may therefore incur significant costs and may suffer losses when selling such investments. Bonds traded on the CIBM may be difficult or impossible to sell, which may impact the Fund's ability to acquire or dispose of such securities at their expected prices.
Bond Connect is relatively new and its effects on the Chinese interbank bond market are uncertain. Trading through Bond Connect is performed through newly developed trading platforms and operational systems, and in the event of systems malfunctions or extreme market conditions, trading via Bond Connect could be disrupted. There can be no assurance as to Bond Connect's continued existence or whether future developments regarding Bond Connect (including further interpretation and guidance provided by regulators in Hong Kong and China) may restrict or adversely affect the Fund's investments or returns. Finally, uncertainties in China tax rules governing taxation of income and gains from investments via Bond Connect could result in unexpected tax liabilities for the Fund.
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 country's 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,
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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 debtor's 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 counterparty's 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.
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 Fund's 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 Invesco's or the Sub- Advisers' predictions regarding the movement of foreign currency or securities markets prove inaccurate.
Certain Funds may hold a portion of their assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. Foreign exchange transactions may involve some of the risks of investments in foreign securities. For a discussion of tax considerations relating to foreign currency transactions, see "Dividends, Distributions and Tax Matters — Tax Matters — Tax Treatment of Portfolio Transactions — Foreign currency transactions."
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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."
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.
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 Investment Company 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 a Fund makes an election with respect to its 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 Fund 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. Although every effort is made to ensure compliance with federal tax reporting requirements for these investments, foreign corporations that are PFICs for federal tax purposes may not always be recognized as such or may not provide a Fund with 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 Fund 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 CFC's income, whether or not the CFC distributes such shareholder's share of such amounts to it. Under proposed regulations, such income will be considered "qualifying income" for purposes of a shareholder's qualification as a regulated investment company only to the extent such income is timely distributed to that shareholder.
Additional risks of investment in other investment companies are described under "Other Investment Companies."
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.
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Foreign Bank Obligations. Foreign bank obligations include certificates of deposit, banker's 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.
Invesco Oppenheimer V.I. Government Money Fund may invest in foreign bank obligations, including Eurodollar obligations and Yankee dollar obligations as follows: (a) Eurodollar Obligations (as defined below), if the domestic parent of the foreign branch issuing the obligation is unconditionally liable in the event that the foreign branch for any reason fails to pay on the Eurodollar obligation; and (b) Yankee Dollar Obligations (as defined below), if the U.S. branch of the foreign bank is subject to the same regulation as U.S. banks. Such investments are limited to the investment restrictions of the Fund as a government money market fund.
Exchange-Traded Funds
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 Fund's purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under "Other Investment Companies." ETFs have management fees, which increase their cost. Each Fund may invest in ETFs advised by unaffiliated advisers as well as ETFs advised by Invesco Capital Management LLC (Invesco Capital). Invesco, the Sub-Advisers and Invesco Capital are affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
Generally, ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the performance of a specified market index. The performance results of ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by ETFs. Furthermore, there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a particular index. Some ETFs are actively managed and instead of replicating a particular index, they seek to outperform it or outperform a basket of securities 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 ETF's 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 ETF's shares may be halted if the listing exchange's officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally.
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Exchange-Traded Notes
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 day's 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 issuer's 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 issuer's credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a Fund invests in ETNs (directly or through its respective Subsidiary) it will bear its proportionate share of any fees and expenses borne by the ETN. A decision by the Fund or its respective Subsidiary 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 or its respective Subsidiary 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.
Debt Investments
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 agency's 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.
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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 bond's 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.
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 except Invesco Oppenheimer V.I. Government Money Fund may invest up to 100% of its assets in investments that may be inconsistent with the Fund's principal investment strategies for temporary defensive purposes in
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anticipation of or in response to adverse market, economic, political or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions. Invesco Oppenheimer V.I. Government Money Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund's dollar-weighted average portfolio maturity or investing in other securities that are Eligible Securities for purchase by money market funds as described herein, in anticipation of or in response to adverse market, economic, political or other market conditions. As a result, the Fund may not achieve its investment objective.
Invesco Oppenheimer V.I. Government Money Fund may experience situations where it is unable to invest money that it has received overnight such as when it receives cash inflows after the overnight repurchase markets have closed. The Fund is permitted to leave balances in its accounts with Bank of New York Mellon (BNY Mellon), the custodian bank. To compensate the Fund for such activity, the Fund may receive compensation from BNY Mellon at an agreed upon rate.
Rule 2a-7 Requirements. As permitted by Rule 2a-7 under the 1940 Act, the Invesco Oppenheimer V.I. Government Money Fund, a money market fund, seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. Rule 2a-7 imposes requirements as to the diversification and liquidity of the Fund, quality of portfolio securities, maturity of the Fund and of individual securities and liquidity of the Fund. The discussion of investments in this SAI is qualified by Rule 2a-7 limitations with respect to Invesco Oppenheimer V.I. Government Money Fund.
As a "Government Money Market Fund" under Rule 2a-7, Invesco Oppenheimer V.I. Government Money Fund (1) is permitted to use the amortized cost method of valuation to seek to maintain a $1.00 share price, (2) must invest at least 99.5% of its total assets in cash, government securities and/or repurchase agreements that are "collateralized fully" (i.e., backed by cash or government securities); and
(3)is not subject to a liquidity fee and/or a redemption gate on fund redemptions which might apply to other types of funds should certain triggering events specified in Rule 2a-7 occur. (In conformance with Rule 2a-7, the Board has reserved its ability to change this policy with respect to liquidity fees and/or redemption gates, but such change would only become effective after shareholders were provided with specific advance notice of a change in the Fund's policy and have the opportunity to redeem their shares in accordance with Rule 2a-7 before the policy change became effective.)
Diversification. In summary, Rule 2a-7 requires that a Fund may not invest in the securities of any issuer if, as a result, more than 5% of the Fund's total assets would be invested in that issuer; provided that, the Fund may invest up to 25% of its total assets in the securities of a single issuer for up to three business days after acquisition. Certain securities are not subject to this diversification requirement. These include: (a) Government Securities; (b) certain repurchase agreements; and (c) shares of certain money market funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or demand feature. (A demand feature is, in summary, a right to sell a security at a price equal to its approximate amortized cost plus accrued interest). Government Security generally means any security issued or guaranteed as to principal or interest by the U.S. Government or certain of its agencies or instrumentalities; or any certificate of deposit for any of the foregoing.
For purposes of these diversification requirements with respect to issuers of Municipal Securities (defined under the caption Municipal Securities), each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality, and authority thereof, and each multi-state agency of which a state is a member is a separate "issuer." When the assets and revenues of an agency, authority, instrumentality, or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial development bond or private activity bond, if such bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer.
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Quality. The Fund may invest only in U.S. dollar denominated securities that are "Eligible Securities" as defined in Rule 2a-7. Rule 2a-7 defines an Eligible Security, in summary, as a security with a remaining maturity of 397 calendar days or less that the Fund's investment adviser (subject to oversight and pursuant to guidelines established by the Board) determines present minimal credit risks to the Fund. The eligibility of a security with a guarantee may be determined based on whether the guarantee is an Eligible Security.
The Fund will limit investments to those which are Eligible Securities at the time of acquisition.
Liquidity. Under Rule 2a-7, a Fund must hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions in light of the Fund's obligations under section 22(e) of the 1940 Act (which forbids the suspension of the right of redemption, or postponement of the date of payment or satisfaction upon redemption for more than seven days after the tender of such security for redemption, subject to specified exemptions) and any commitments the Fund has made to shareholders. In addition, a Fund may not acquire an illiquid security if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid investments. A Fund also may not acquire any security other than a Daily Liquid Asset (cash, Government Securities, other securities that will mature or are subject to a demand feature that is exercisable and payable within one business day and amounts receivable and unconditionally due within one business day on pending sales of portfolio securities) if, immediately after the acquisition the Fund would have invested less than 10% of its total assets in Daily Liquid Assets. A Fund may not acquire any security other than a Weekly Liquid Asset (cash, direct obligations of the U.S. Government, Government securities issued by a person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by the Congress, that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 calendar days or less, securities that will mature or are subject to a demand feature that is exercisable and payable within 5 business days and amounts receivable and unconditionally due within 5 business days on pending sales of portfolio securities) if, immediately after the acquisition, the Fund would have invested less than 30% of its total assets in Weekly Liquid Assets.
Maturity. Under Rule 2a-7, the Fund invests only in U.S. dollar-denominated securities maturing within 397 calendar days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 calendar days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 calendar days. The maturity of a security is determined in compliance with Rule 2a-7, which for purposes of the dollar weighted average portfolio maturity permits, among other things, certain securities bearing adjustable interest rates to be deemed to have a maturity shorter than their stated maturity.
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.
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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 GSE's eligibility criteria, and the performance of the credit risk transfer securities will be directly affected by the selection of such underlying mortgage loans.
GSE credit risk transfer securities are not directly linked to or backed by the underlying mortgage loans. Thus, although the payment of principal and interest on such securities is tied to the performance of the pool of underlying mortgage loans, in no circumstances will the actual cash flow from the underlying mortgage loans be paid or otherwise made available to the holders of the securities and the holders of the securities will have no interest in the underlying mortgage loans. As a result, in the event that a GSE fails to pay principal or interest on its credit risk transfer securities or goes through a bankruptcy, insolvency or similar proceeding, holders of such credit risk transfer securities will have no direct recourse to the underlying mortgage loans. Such holders will receive recovery on par with other unsecured note holders (agency debentures) in such a scenario.
GSE credit risk transfer securities are issued in multiple tranches, which are allocated certain principal repayments and credit losses corresponding to the seniority of the particular tranche. Each tranche will have credit exposure to the underlying mortgage loans and the yield to maturity will be directly related to the amount and timing of certain defined credit events on the underlying mortgage loans, any prepayments by borrowers and any removals of a mortgage loan from the pool. Because credit risk exposure is allocated in accordance with the seniority of the particular tranche, principal losses will be first allocated to the most junior or subordinate tranches, thus making the most subordinate tranches subject to increased sensitivity to dramatic housing downturns. In addition, many credit risk transfer securities have collateral performance triggers (such as those based on credit enhancement, delinquencies or defaults) that could shut off principal payments to subordinate tranches.
The risks associated with an investment in GSE credit risk transfer securities will be different than the risks associated with an investment in mortgage-backed securities issued by GSEs, because some or all of the mortgage default or credit risk associated with the underlying mortgage loans in credit risk transfer securities is transferred to investors, such as the Fund. As a result, investors in GSE credit risk transfer securities could lose some or all of their investment in these securities if the underlying mortgage loans default.
The Funds may also invest in credit risk transfer securities issued by private entities, such as banks or other financial institutions. Credit risk transfer securities issued by private entities are structured similarly to those issued by GSEs, and are generally subject to the same types of risks, including credit, prepayment, extension, interest rate and market risks.
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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 FHLMC's 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 government's 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 security's average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security's return. In addition, while the trading market for short- term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial stress the trading market for these securities may become restricted.
CMBS and RMBS generally offer a higher rate of interest than government and government-related mortgage-backed securities because there are no direct or indirect government or government agency guarantees of payment. The risk of loss due to default on CMBS and RMBS is historically higher because neither the U.S. Government nor an agency or instrumentality have guaranteed them. CMBS and RMBS whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, may also be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-government mortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored by government entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided by a private guarantor, a Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.
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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 FHLMC's 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 FHLMC's 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 FHLMC's 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 CMO's 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.
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When payments on mortgages underlying a PO are slow, the life of the PO is lengthened and the yield to maturity is reduced.
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 CDO's 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 investments; 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.
Event-Linked Bonds. The Funds may invest in "event-linked" bonds or interests in trusts and other pooled entities that invest primarily or exclusively in event-linked bonds, including entities sponsored and/or advised by the investment adviser or an affiliate.
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Event-linked bonds, which are sometimes referred to as "catastrophe" bonds, are fixed-income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific trigger event, such as a hurricane, earthquake, or other occurrence that leads to physical or economic loss. In some cases, the trigger event will not be deemed to have occurred unless the event is of a certain magnitude (based on, for example, scientific readings) or causes a certain measurable amount of loss to the issuer, a particular industry group or a reference index. If the trigger event occurs prior to maturity, the Fund may lose all or a portion of its principal and additional interest. The Funds may also invest in similar bonds where the Fund may lose all or a portion of its principal and additional interest if the mortality rate in a geographic area exceeds a stated threshold prior to maturity, whether or not a particular catastrophic event has occurred. Event-linked bonds include the universe of insurance-linked securities, including privately placed event-linked securities, including sidecars, collateralized reinsurance and industry loss warranties. Some of these securities are illiquid but they are event-linked in that they default as a result of an event or series of events.
Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, and financial institutions, among other issuers, or special purpose vehicles associated with the foregoing. Often event-linked bonds provide for extensions of maturity in order to process and audit loss claims in those cases when a trigger event has occurred or is likely to have occurred. An extension of maturity may increase a bond's volatility.
Event-linked bonds may expose the Funds to certain other risks, including issuer default, adverse regulatory or jurisdictional interpretations, liquidity risk and adverse tax consequences. Lack of a liquid market may result in higher transaction costs and the possibility that the Funds may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated by one or more nationally recognized statistical rating organizations (NRSRO) and the Funds will only invest in event-linked bonds that meet the credit quality requirements for the Funds.
The issuers of the event-linked bonds in which the Funds will invest are generally treated as passive foreign investment companies ("PFICs") for U.S. income tax purposes.
Bank Instruments. Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposit, time deposits, and banker's 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 banker's 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.
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 corporation's 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
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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 illiquid investments. Commercial instruments may not be registered with the SEC.
The Funds can invest in commercial paper if it is rated within the top three rating categories of S&P and Moody's or other rating organizations. If the paper is not rated, it may be purchased if Invesco determines that it is comparable to rated commercial paper in the top three rating categories of national rating organizations.
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
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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 bond's 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 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.
Some bonds may be "callable," allowing the issuer to redeem them before their maturity date. To protect bondholders, callable bonds may be issued with provisions that prevent them from being called for a period of time. Typically, that is 5 to 10 years from the issuance date. When interest rates decline, if the call protection on a bond has expired, it is more likely that the issuer may call the bond. If that occurs, the Fund might have to reinvest the proceeds of the called bond in investments that pay a lower rate of return, which could reduce the Fund's yield.
Municipal debt securities may also be classified as general obligation or revenue obligations (or special delegation securities). General obligation securities are secured by the issuer's 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. However, because pre-refunded bonds are generally collateralized with U.S. Government obligations, such pre-refunded bonds have essentially the same risks of default as a AAA-rated security. The Fund will treat such pre-refunded securities as investment-grade securities, notwithstanding the fact that the issuer of such securities may have a lower rating (such as a below-investment-grade rating) from one or more rating agencies.
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.
Inverse Floating Rate Obligations. 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
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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.
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 Fund's 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 Fund's 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
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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 Trust's 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 may be less advantageous to a Fund, and may adversely affect the Fund's 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.
Municipal Lease Obligations. 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 property's 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 Fund's percentage limitations on illiquid investments and the risks of holding illiquid investments.
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.
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Municipal Securities also include the following securities:
•Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds.
•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. In general, they also constitute general obligations of the issuer.
•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.
•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.
•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.
•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 issuer's 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.
•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.
•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.
•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.
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After purchase by the Fund, an issue of Municipal Securities may cease to be rated by Moody's Investors Service, Inc. (Moody's) or S&P Global Ratings (S&P), or another NRSRO, or the rating of such a security may be reduced below the minimum credit quality rating required for purchase by the Fund. Neither event would require the Fund to dispose of the security; however, for Invesco Oppenheimer V.I. Government Money Fund, should a portfolio security cease to an Eligible Security, then the Fund will dispose of such security as soon as practicable consistent with achieving an orderly disposition of the security, by sale, exercise of any demand feature or otherwise, absent a finding by the Board of Trustees that disposal of the portfolio security would not be in the best interests of the Fund. To the extent that the ratings applied by Moody's, 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 Moody's 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 (except Invesco Oppenheimer V.I. Government Money Fund) have no limitation as to the maturity of municipal securities in which they may invest. The Adviser may adjust the average maturity of the Fund's 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 security's 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.
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 Moody's 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 issuer's (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 issuer's country; and,
iii.other considerations deemed appropriate.
Debt securities are subject to a variety of risks, such as interest rate risk, income risk, prepayment risk, inflation risk, credit risk, currency risk and default risk.
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. Descriptions of debt securities ratings are found in Appendix A.
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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 issuer's 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 Fund's 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 Fund's 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 borrower's 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 Fund's rights to consent to modifications of the loan are limited and it is dependent upon the participating lender to enforce the Fund's rights upon a default.
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 lender's regulator against payments received from the borrower. In the event of the borrower's bankruptcy, the borrower's 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.
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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 Fund's 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 Fund's 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 borrower's 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 borrower's 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.
Although loan investments are generally subject to certain restrictive covenants in favor of the investor, certain of the loans in which a Fund may invest may be issued or offered as "covenant lite" loans, which have few or no financial maintenance covenants. "Financial maintenance covenants" are those that require a borrower to maintain certain financial metrics during the life of the loan, such as maintaining certain levels of cash flow or limiting leverage. These covenants are included to permit the lender to monitor the borrower's performance and declare an event of default if breached, allowing the lender to renegotiate the terms of the loan or take other actions intended to help mitigate losses. Accordingly, a Fund may experience relatively greater difficulty or delays in enforcing its rights on its holdings of covenant lite loans than its holdings of loans or securities with financial maintenance covenants, which may result in losses to the Fund, especially during a downturn in the credit cycle. Although covenant lite loans contain few or no financial maintenance covenants, information necessary to monitor a borrower's financial performance may be available without covenants to lenders and the public alike, and can be used to detect such early warning signs as deterioration of a borrower's financial condition or results. When such information is available, the Adviser will seek to take appropriate actions without the help of covenants in the loans.
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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 borrower's election, may be affected by general business conditions, the borrower's 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. In addition, the Fund's rights to consent to modifications of the loan are limited and it is dependent upon the participating lender to enforce the Fund's rights upon a default. As a result, the Fund will be subject to the credit risk of the borrower, the lender, and the agent 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 loan agreement. In the event of the insolvency of the lender selling a participation, the 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. Credit risks relating to the agent may include delay in receiving payments of principal and interest paid by the borrower to the agent. In the event of the borrower's bankruptcy, the borrower's obligation to repay the loan may be subject to defenses that the borrower can assert as a result of improper conduct by the agent.
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 company's 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
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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 investments are also difficult to value. To the extent a bank loan has been deemed illiquid, it will be subject to a Fund's restrictions on illiquid investments. 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 Fund's 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.
Investments in Pooled Investment Entities that Invest in Loans. The Funds can buy interests in trusts and other pooled entities (including other investment companies) that invest primarily or exclusively in loan obligations, including entities sponsored or advised by Invesco or an affiliate. The loans underlying these investments may include loans to foreign or U.S. borrowers, may be collateralized or uncollateralized and may be rated investment-grade or below, or may be unrated. These investments are subject to risks applicable to loan investments, including the risk of default by the borrower, interest rate and prepayment risk. The Fund will be subject to the pooled entity 's credit risks as well as the credit risks of the underlying loans. There is a risk that a borrower of the underlying loan may have difficulty making payments. If a borrower fails to pay scheduled interest or principal payments, the Fund's income may be reduced and the value of the investment in the pooled entity might also decline.
Highly Leveraged Transactions and Insolvent Borrowers. The Funds can invest in loans made in connection with highly leveraged transactions. These transactions may include operating loans, leveraged buyout loans, leveraged capitalization loans and other types of acquisition financing. Those loans are subject to greater credit risks than other loans. Highly leveraged loans and loans in default also may be less liquid than other loans. If the Fund voluntarily or involuntarily sold those types of loans, it might not receive the full value it expected.
The Funds can also invest in loans of borrowers that are experiencing, or are likely to experience, financial difficulty. In addition, the Fund can invest in loans of borrowers that have filed for bankruptcy protection or that have had involuntary bankruptcy petitions filed against them by creditors. Various laws enacted for the protection of debtors may apply to loans. A bankruptcy proceeding against a borrower could delay or limit the ability of the Fund to collect the principal and interest payments on that borrower's loans. If a lawsuit is brought by creditors of a borrower under a loan, a court or a trustee in bankruptcy could take certain actions that would be adverse to the Fund. For example:
•Other creditors might convince the court to set aside a loan or the collateralization of the loan as a "fraudulent conveyance" or "preferential transfer." In that event, the court could recover from the Fund the interest and principal payments that the borrower made before becoming insolvent. There can be no assurance that the Fund would be able to prevent that recapture.
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•A bankruptcy court may restructure the payment obligations under the loan so as to reduce the amount to which the Fund would be entitled.
•The court might discharge the amount of the loan that exceeds the value of the collateral or assets to which the lenders have recourse.
•The court could subordinate the Fund's rights to the rights of other creditors of the borrower under applicable law.
Delayed Draw Loans. The Funds may have obligations under a loan agreement to make disbursements of loans after the initial disbursement in certain circumstances, for example if the loan was partially "unfunded" at the time the Fund invested or if there otherwise is an ongoing commitment from the lenders to disburse further loans. The Fund intends to establish a reserve against such contingent obligations by identifying on its books cash or other liquid assets. The Fund will not purchase a loan that would require the Fund to make additional loans if as a result of that purchase all of the Fund's additional loan commitments in the aggregate would cause the Fund to fail to meet any applicable asset segregation requirements.
Delayed Settlement. Compared to securities and to certain other types of financial assets, purchases and sales of loans, including via participation, take relatively longer to settle. This is partly due to the nature of loans, which require a written assignment agreement and various ancillary documents for each transfer, and frequently require discretionary consents from both the borrower and the administrative agent. In addition, dealers frequently insist on matching their purchases and sales, which can lead to delays in the Fund's settlement of a purchase or sale in circumstances where the dealer's corresponding transaction with another party is delayed. Dealers will also sometimes sell loans short, and hold their trades open for an indefinite period while waiting for a price movement or looking for inventory to purchase.
This extended settlement process can (i) increase the counterparty credit risk borne by the Fund; (ii) leave the Fund unable to timely vote, or otherwise act with respect to, loans it has agreed to purchase;
(iii)delay the Fund from realizing the proceeds of a sale of a loan; (iv) inhibit the Fund's ability to re-sell a loan that it has agreed to purchase if conditions change (leaving the Fund more exposed to price fluctuations); (v) prevent the Fund from timely collecting principal and interest payments; and (vi) expose the Fund to adverse tax or regulatory consequences.
The Loan Syndications and Trading Association (the "LSTA") has promulgated a "delay compensation" provision in its standard loan documentation that mitigates the direct risk of permanently losing interest payments as a result of delayed settlement by causing interest to begin to accrue for the buyer's account after the seventh business day following the trade date (for distressed trades, the twentieth business day). However, this does not mitigate the other risks of delayed settlement. In addition, the mechanism itself can result in opportunistic behavior: A seller, having locked in its trade, might delay closing for seven business days in order to maximize its interest collections, even if it could have closed earlier, while a buyer may no longer feel any pressure to close at all, since interest is accruing for its benefit, and may choose to use its cash elsewhere. The LSTA has further attempted to put an outer limit on long, unjustified settlement delays by promulgating "buy-in/sell-out" provisions that allow a party to enter into a "cover" trade if the other party refuses to close. However, these provisions are complicated, time-consuming, and little-used, and are in any event not triggered until the fifteenth business day after the trade date (for distressed trades, the fiftieth business day).
To the extent the extended loan settlement process gives rise to short-term liquidity needs, such as the need to satisfy redemption requests, the Fund may hold cash, sell investments or temporarily borrow from banks or other lenders.
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
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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.
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 security's 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.
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 Fund's 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 illiquid investments.
Other Investments
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
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related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real estate directly as a result of a default on the REIT interests or obligations it owns.
In addition to the risks of direct real estate investment described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. REITs are also subject to the following risks: they are dependent upon management skill and on cash flows; are not diversified; are subject to defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act; and are subject to interest rate risk. A Fund that invests in REITs will bear a proportionate share of the expenses of the REITs.
Furthermore, for tax reasons, a REIT may impose limits on how much of its securities any one investor may own. These ownership limitations (also called "excess share provisions") may be based on ownership of securities by multiple funds and accounts managed by the same investment adviser and typically result in adverse consequences (such as automatic divesture of voting and dividend rights for shares that exceed the excess share provision) to investors who exceed the limit. A REIT's 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 REIT's ownership limitations without being subject to the adverse consequences of exceeding such limit were a waiver not obtained, provided that the Fund complies with the provisions of the waiver.
Other Investment Companies. Unless otherwise indicated in this SAI or a Fund's prospectus, each Fund may purchase shares of other investment companies, including ETFs. 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 partnership's 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 partner's liability generally is limited to the amount of its commitment to the partnership.
Master Limited Partnership (MLPs). MLPs generally are limited partnerships (or limited liability companies), the common units of which are listed and traded on a national securities exchange or over- the-counter. MLPs generally have two classes of partners, the general partner and the limited partners.
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The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common (publicly traded) units for an initial period and then only converting to common if certain financial tests are met. The general partner also generally receives a larger portion of the net income as incentive. As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners.
MLP common units represent an equity ownership interest in a partnership, providing limited voting rights and entitling the holder to a share of the company's success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect directors annually and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a minimum quarterly distribution (MQD) prior to distributions to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have first right to the partnership's remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full.
The general partner or managing member interest in an MLP is typically retained by the original sponsors of an MLP, such as its founders, corporate partners and entities that sell assets to the MLP. The holder of the general partner or managing member interest can be liable in certain circumstances for amounts greater than the amount of the holder's investment in the general partner or managing member. General partner or managing member interests often confer direct board participation rights in, and in many cases control over the operations of, the MLP. General partner or managing member interests can be privately held or owned by publicly traded entities. General partner or managing member interests receive cash distributions, typically in an amount of up to 2% of available cash, which is contractually defined in the partnership or limited liability company agreement. In addition, holders of general partner or managing member interests typically receive incentive distribution rights (IDRs), which provide them with an increasing share of the entity's aggregate cash distributions upon the payment of per common unit distributions that exceed specified threshold levels above the MQD. Incentive distributions to a general partner are designed to encourage the general partner, who controls and operates the partnership, to maximize the partnership's cash flow and increase distributions to the limited partners. Due to the IDRs, general partners of MLPs have higher distribution growth prospects than their underlying MLPs, but quarterly incentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributions to common and subordinated unit holders in the event of a reduction in the MLP's quarterly distribution. The ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition, some MLPs permit the holder of IDRs to reset, under specified circumstances, the incentive distribution levels and receive compensation in exchange for the distribution rights given up in the reset.
Some companies in which the Funds may invest have been organized as limited liability companies (MLP LLCs). Such MLP LLCs generally are treated in the same manner as MLPs for federal income tax purposes (i.e., generally taxed as partnerships). MLP LLC common units trade on a national securities exchange or OTC. In contrast to MLPs, MLP LLCs have no general partner and there are generally no incentives that entitle management or other unitholders to increased percentages of cash distributions as distributions reach higher target levels. In addition, MLP LLC common unitholders typically have voting rights with respect to the MLP LLC, whereas MLP common units have limited voting rights.
Investments in securities of an MLP involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP's general partner, cash flow risks, dilution risks and risks related to the general partner's right to require unit-holders to sell their common units at an undesirable time or price. Certain MLP securities may trade in lower volumes due to their smaller capitalizations, and may be subject to more abrupt or erratic price movements and lower market
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liquidity. MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
There are also certain tax risks undertaken by the Fund when it invests in MLPs. MLPs are generally treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership's income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. This would have the effect of reducing the amount of cash available for distribution by the MLP and could result in a reduction in the value of the Fund's investment in the MLP and lower income to the Fund. Also, to the extent a distribution received by a Fund from an MLP is treated as a return of capital, the Fund's adjusted tax basis in the interests of the MLP will be reduced, which may increase the Fund's tax liability upon the sale of the interests in the MLP or upon subsequent distributions in respect of such interests.
Greenfield Projects. Greenfield projects are energy-related projects built by private joint ventures formed by energy infrastructure companies. Greenfield projects may include the creation of a new pipeline, processing plant or storage facility or other energy infrastructure asset that is integrated with the company's existing assets. Greenfield projects involve less investment risk than typical private equity financing arrangements. The primary risk involved with greenfield projects is execution risk or construction risk. Changing project requirements, elevated costs for labor and materials, and unexpected construction hurdles all can increase construction costs. Financing risk exists should changes in construction costs or financial markets occur. Regulatory risk exists should changes in regulation occur during construction or the necessary permits are not secured prior to beginning construction.
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 issuer's obligations on the defaulted securities. This could increase a Fund's 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 investments subject to the limitations described herein, except as otherwise may be determined under the Trust's applicable policies and procedures.
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 Fund's Adviser, or Sub-Adviser, as applicable, may determine that an unrated floating rate or variable rate demand obligation meets the Fund's 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 ag Fund might not be considered securities for purposes of the Securities Act of 1933 Act and the Securities Exchange Act of 1934 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.
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For Rule 2a-7 purposes (for Invesco Oppenheimer V.I. Government Money Fund), a variable rate security, the principal amount of which is scheduled to be paid in more than 397 calendar days, that is subject to a demand feature, shall be deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand. A floating rate security, the principal amount of which, in accordance with the terms of the security, must unconditionally be paid in 397 calendar days or less shall be deemed to have a maturity of one day.
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 Fund's 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
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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 Fund's 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.
Investment Techniques
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 roll transactions, which are contracts for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date, whereby the specific mortgage-backed securities 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 Fund's 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 public's 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 2021 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.
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Investment in these types of securities may increase the possibility that the Fund will incur shortterm 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.
To secure its obligation to deliver the securities sold short to the broker, the 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, the 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 Fund's 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 security's 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 Fund's 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
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box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding. The Fund will incur transaction costs including interest expenses, in connection with opening, maintaining, and closing short sales against the box.
Short sales against the box result in a "constructive sale" and require a Fund to recognize any taxable gain unless an exception to the constructive sale applies. See "Dividends, Distributions and Tax Matters — Tax Matters — Tax Treatment of Portfolio Transactions — Options, futures, forward contracts, swap agreements and hedging transactions."
Margin Transactions. None of the Funds will purchase any security on margin, except that each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by a Fund of initial or variation margin in connection with futures, swaps or related options transactions and the use of a reverse repurchase agreement to finance the purchase of a security will not be considered the purchase of a security on margin.
Interfund Loans. The SEC has issued an exemptive order permitting the Invesco Funds to borrow money from and lend money to each other for temporary or emergency purposes. The Invesco Funds' interfund lending program is subject to a number of conditions, including the requirements that: (1) an interfund loan generally will occur only if the interest rate on the loan is more favorable to the borrowing fund than the interest rate typically available from a bank for a comparable transaction and the rate is more favorable to the lending fund than the rate available on overnight repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). A Fund may participate in the program only if and to the extent that such participation is consistent with the Fund's investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one day's 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 Fund's total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced within three business days to the extent necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities at that time.
If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption requests, a Fund's 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 at an agreed upon rate. A Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund's 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
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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 Invesco's 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 Fund's investment guidelines, in short-term money market instruments affiliated unregistered investment companies that are compliant with Rule 2a-7 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 Matters — Tax Matters — Tax Treatment of Portfolio Transactions — Securities 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 Fund's 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. The Funds consider repurchase agreements with the Federal Reserve Bank of New York to be U.S. Government Securities for purposes of the Funds' investment policies. 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.
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,
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including any accrued interest thereon. Custody of the securities will be maintained by a Fund's 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.
No Fund will enter into a repurchase agreement that causes more than 15% of its net assets (for Invesco Oppenheimer V.I. Government Money Fund, 5% of its total assets at the time of purchase) to be subject to repurchase agreements having a maturity beyond seven days. There is no limit on the amount of a Fund's net assets that may be subject to repurchase agreements having maturities of seven days or less.
Restricted and Illiquid Investments. Each Fund other than Invesco Oppenheimer V.I. Government Money Fund may 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.. Invesco Oppenheimer V.I. Government Money Fund may not acquire any illiquid security if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid investments. For purposes of Invesco Oppenheimer V.I. Government Money Fund's 5% limitation, an illiquid investment mean an investment that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the value ascribed to it by the Fund, as determined pursuant to the 1940 Act and applicable rules and regulations thereunder.
Limitations on the resale of restricted investments 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 Fund's difficulty valuing and selling illiquid investments may result in a loss or be costly to the Fund.
If a substantial market develops for a restricted investment or other illiquid investment held by a Fund, it may be treated as a liquid investment, in accordance with procedures and guidelines approved by the Board.
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 illiquid investments. 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 Fund's illiquid investments 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
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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 the 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 the Fund's returns more volatile and increase the risk of loss. At the time the 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 the Fund's fundamental investment limitation on senior securities and borrowings. The liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund's otherwise liquid assets 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, the Fund's 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 Fund's obligation to repurchase the securities.
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, the 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. The Fund typically enters into a dollar roll transaction to enhance the Fund's 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 the 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, the Fund's 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 Fund's obligation to repurchase the securities. At the time the 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 the Fund's 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 the 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 Adviser's or Sub-Adviser's 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 Fund's 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 issuer's ability to fulfill its obligation upon demand. Although no definitive creditworthiness criteria are
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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.
Derivatives
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 Fund's 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 Fund's 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 Fund's current obligations under the derivatives instrument. This process is known as "cover." A Fund will not enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and, if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value at least sufficient to cover its current obligations under a derivative transaction or otherwise "cover" the transaction in accordance with applicable SEC guidance. If a large portion of a Fund's assets is used for cover, it could affect portfolio management or the Fund's ability to meet redemption requests or other current obligations. The leverage involved in certain derivative transactions may result in a Fund's 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 Fund's 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. The Subsidiary will comply with these asset segregation requirements to the same extent as the Invesco Oppenheimer V.I. Global Strategic Income Fund.
Commodity Exchange Act (CEA) Regulation and Exclusions:
For all Funds except Invesco Oppenheimer V.I. Global Strategic Income Fund:
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Invesco has claimed an exclusion from the definition of a "commodity pool operator" (CPO) under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, Invesco is relying upon a related exclusion from the definition of a "commodity trading advisor" (CTA) under the CEA and the rules of the CFTC with respect to the Funds.
The terms of the CPO exclusion require the Funds, among other things, to adhere to certain limits on its investments in "commodity interests." Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards, as further described below. Because Invesco and the Funds will 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 Invesco's 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 Invesco's 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.
For Invesco Oppenheimer V.I. Global Strategic Income Fund:
Invesco is registered as a CPO under the CEA and the rules of the CFTC and is subject to CFTC regulation with respect to the Fund. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that apply with respect to the Fund as a result of Invesco's registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on Invesco's compliance with comparable SEC requirements. This means that for most of the CFTC's disclosure and shareholder reporting requirements applicable to Invesco as the Fund's CPO, Invesco's compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill Invesco's CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses. Invesco is also registered as a CTA but, with respect to the Fund, relies on an exemption from CTA regulation available for a CTA that also serves as a fund's CPO. The CFTC has neither reviewed nor approved the Fund, its investment strategies, its prospectus or this SAI.
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 counterparty's bankruptcy or insolvency. Certain agreements may not contemplate delivery of collateral to support fully a counterparty's contractual obligation; therefore, a Fund might need to rely on contractual remedies to satisfy the counterparty's 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 counterparty's bankruptcy. The agreement may allow for netting of the
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counterparty's obligations with respect to a specific transaction, in which case a Fund's 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-Advisers believe does not have the financial resources to honor its obligations under the transaction. Invesco monitors the financial stability of counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the financial stability of the guarantor instead of the counterparty. If a counterparty's creditworthiness declines, the value of the derivative would also likely decline, potentially resulting in losses to a Fund.
A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the agreements with that counterparty would exceed 5% of the Fund's 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 Fund's 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 Fund's use of these instruments effectively as a part of its investment strategy, and could adversely affect a Fund's ability to achieve its investment objective. Invesco will continue to monitor developments in the area, particularly to the extent regulatory changes affect a Fund's ability to enter into desired swap agreements. New requirements, even if not directly applicable to a Fund, may increase the cost of a Fund's investments and cost of doing business.
Regulatory Risk: The risk that a change in laws or regulations will materially impact a security or market.
Tax Risks: For a discussion of the tax considerations relating to derivative transactions, see "Dividends, Distributions and Tax Matters — Tax Matters — Tax Treatment of Portfolio Transactions."
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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 Invesco's 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.
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 clearinghouse 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.
It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements. Additionally, ISDA master agreements include credit related contingent features which allow Counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund's net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the Counterparty.
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
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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.
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 counterparty's 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 Fund's rights as a creditor. If the counterparty's 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.
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In a cleared swap, a Fund's ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each party's 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 Fund's 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 Fund's position increases, the FCM will post additional "variation margin" to the Fund's 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 participant's 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 FCM's customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Fund's assets, which are held in an omnibus account with assets belonging to the FCM's 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 Fund's investment in certain types of swaps. Central counterparties and FCMs can require termination of existing cleared swap transactions upon the occurrence of certain events, and can also require increases in margin above the margin that is required at the initiation of the swap agreement.
Finally, a Fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.
Commonly used swap agreements include:
Credit Default Swaps (CDS). A CDS is an agreement between two parties where the first party agrees to make one or more payments to the second party, while the second party assumes the risk of certain defaults, generally a failure to pay or bankruptcy of the issuer on a referenced debt obligation. CDS transactions are typically individually negotiated and structured. A Fund may enter into CDS to create long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities.
A Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a counterparty (the seller) taking on the risk of default of a referenced debt obligation (the "Reference
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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. A CDX index tranche provides access to customized risk, exposing each investor to losses at different levels of subordination. The lowest part of the capital structure is called the "equity tranche" as it has exposure to the first losses experienced in the basket. The mezzanine and senior tranches are higher in the capital structure but can also be exposed to loss in value. Investments are subject to liquidity risks as well as other risks associated with investments in credit default swaps.
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 CFTC's trade reporting requirements, enhanced anti-evasion authority, and strengthened business conduct standards.
Currency Swaps: A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential between them. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. A Fund may also enter into currency swaps on a net basis, which means the two different currency payment streams under the swap agreement are converted and netted out to a single cash payment in just one of the currencies.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange
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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 Fund's swap transactions or cause a Fund's 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.
Caps, floors and collars. Other types of swaps include (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap," (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or "floor," and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.
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 Fund's or the counterparty's 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 party's 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 asset's 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
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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 Fund's net asset value being more sensitive to changes in the value of the option.
The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions.
A Fund may effectively terminate its right or obligation under an option by entering into an offsetting closing transaction. For example, a Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. Closing transactions permit a Fund to realize profits or limit losses on an option position prior to its exercise or expiration.
Options may be either listed on an exchange or traded in OTC markets. Listed options are tri-party contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates and differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time; therefore the Fund may be required to treat some or all OTC options as illiquid investments. 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
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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.
Non-Standard Options. In addition to the options described above, certain options used by the Funds may have non-standard payout structures or other features. These options, which are sometimes referred to as "exotic" options, include, but are not limited to: (i) digital options (otherwise known as binary options or all-or-nothing options), which are cash-settled options that provide for a pre-determined all-or- nothing payment if, at the time of the expiration of the contract, the price of a reference asset exceeds a particular threshold; and (ii) barrier or window barrier options, which come into existence (knock-in) or cease to exist (knock-out) if the price of a reference asset reaches a particular threshold before the contract's expiration. These options are typically traded over-the-counter (OTC) and entail all of the investment risks associated with OTC options discussed herein. In addition, due to their non-standard terms, these options may have price movements that vary markedly from those of simple put or call options. Exotic options may be more difficult to value than more standard types of options, and may be subject to greater liquidity risk. While some exotic options have fairly active markets, others are mostly thinly traded instruments. Furthermore, to the extent that the Fund uses options that provide for all-or- nothing payouts (e.g., digital options) for hedging purposes, there may be a heightened risk that the payout will not fully offset the downside risk being hedged. Certain exotic options are considered swaps, and therefore are included in the definition of "commodity interests."
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
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received for writing a put option, the Fund assumes the risk that the price of the underlying reference asset will decline below the exercise price, in which case the put option may be exercised and the Fund may suffer a loss.
In return for the premium received for writing a call option on a reference asset, the Fund foregoes the opportunity for profit from a price increase in the underlying reference asset above the exercise price so long as the option remains open, but retains the risk of loss should the price of the reference asset decline.
If an option that a Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying reference asset, held by the Fund during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying reference asset, which will be increased or offset by the premium received. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which a Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold. However, once a Fund has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver (for a call) or purchase (for a put) the underlying reference asset at the exercise price (if deliverable) or pay the difference between the exercise price and the value of the underlying reference asset (if cash-settled).
Purchasing Options. A Fund may purchase a put option on an underlying reference asset owned by the Fund in order to protect against an anticipated decline in the value of the underlying reference asset held by the Fund; purchase put options on underlying reference assets against which it has written other put options; or speculate on the value of an underlying reference asset 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.
Municipal Market Data Rate Locks. A Municipal Market Data Rate Lock (MMD Rate Lock) permits a Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. MMD Rate Locks may be used for hedging purposes. An MMD Rate Lock is an agreement between two parties, a Fund and an MMD Rate Lock provider, pursuant to which the parties agree to make payments to each other on a notional amount, contingent upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the contract.
MMD Rate Locks involve the risk that municipal yields will move in the direction opposite than the direction anticipated by a Fund. The risk of loss with respect to MMD Rate Locks is limited to the amount of payments a Fund is contractually obligated to make. If the other party to an MMD Rate Lock defaults, a Fund's risk of loss consists of the amount of payments that the Fund contractually is entitled to receive. If there is a default by the counterparty, a Fund may have contractual remedies pursuant to the agreements related to the transaction, but they could be difficult to enforce.
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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 Fund's 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 "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 Fund's right to sell the security is typically set at a price that is below the counterparty's 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.
Rights and Warrants. 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. 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.
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
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maintain its open positions in futures contracts. A margin deposit made when the futures contract is entered (initial margin) is intended to ensure the Fund's performance under the futures contract. The margin required for a particular futures contract is set by the exchange on which the futures contract is traded and may be significantly modified from time to time by the exchange during the term of the futures contract.
Subsequent payments, called "variation margin," received from or paid to the FCM through which a Fund enters into the futures contract will be made on a daily basis as the futures price fluctuates making the futures contract more or less valuable, a process known as marking-to-market. When the futures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full 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 FCM's customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Fund's assets, which are held in an omnibus account with assets belonging to the FCM's other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Closing out an open futures contract is effected by entering into an offsetting futures contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the futures contract.
In addition, if a Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
Pursuant to federal securities laws and regulations, a Fund's use of futures contracts may require the Fund to set aside assets to reduce the risks associated with using futures contracts. This process is described in more detail above in the section "Derivatives."
Types of Futures Contracts:
Commodity Futures: A commodity futures contract is an exchange-traded contract to buy or sell a particular commodity at a specified price at some time in the future. Commodity futures contracts are highly volatile; therefore, the prices of a Fund's 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
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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 Kingdom's 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. Industry initiatives are underway to identify alternative reference rates; however, there is no assurance that the composition or characteristics of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that instruments using an alternative rate will have the same volume or liquidity. As a result, the transition process might lead to increased volatility and reduced liquidity in markets that currently rely on LIBOR to determine interest rates; a reduction in the value of some LIBOR-based investments; and/or costs incurred in connection with closing out positions and entering into new agreements. These effects could occur prior to the end of 2021 as the utility of LIBOR as a reference rate could deteriorate during the transition period.
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 writer's futures contract margin account.
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.
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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 Fund's daily mark-to-market obligation (i.e., the Fund's daily net liabilities, if any), rather than the contract's 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 Fund's assets could impede portfolio management or the Fund's 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 Fund's ability to use these instruments in the manner described above or subject Invesco to CFTC registration and regulation as a CPO.
The cost to a Fund of engaging in forward foreign currency contracts varies with factors such as the currencies involved, the length of the contract period, interest rate differentials and the prevailing market conditions. Because forward foreign currency contracts are usually entered into on 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.
Investment in the Wholly-Owned Subsidiary. Invesco Oppenheimer V.I. Global Strategic Income Fund may invest up to 25% of its total assets in its wholly-owned and controlled Subsidiary. The Fund's Subsidiary invests in Regulation S securities. As a result, the Fund may be considered to be investing indirectly in these investments through the Subsidiary.
The Subsidiary will not be registered under the 1940 Act but will be subject to certain of the investor protections of that Act. The Fund, as sole shareholder of the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, since the Fund wholly- owns and controls the Subsidiary, and the Fund and the Subsidiary are managed by the Adviser, it is unlikely that the Subsidiary will take action contrary to the interests of the Fund or its shareholders. The
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Fund's Trustees have oversight responsibility for the investment activities of the Fund, including its investments in the Subsidiary, and the Fund's role as sole shareholder of the Subsidiary. Also, in managing the Subsidiary's portfolio, the Adviser will be subject to the same operational guidelines that apply to the management of the Funds.
Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary are organized, could result in the inability of the Fund or the Subsidiary to operate as described in this SAI and could negatively affect the Fund and its shareholders. For example, the government of the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, the Fund's shareholders would likely suffer decreased investment returns.
Risks of Investing in Regulation S Securities (Invesco Oppenheimer V.I. Global Strategic Income Fund only). Regulation S securities of U.S. and non-U.S. issuers are offered through private offerings without registration with the SEC pursuant to Regulation S of the Securities Act of 1933. Offerings of Regulation S securities may be conducted outside of the United States, and Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. Although Regulation S securities may be resold in privately negotiated transactions, the price realized from these sales could be less than that originally paid by the Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. Accordingly, Regulation S securities may involve a high degree of business and financial risk and may result in substantial losses.
Receipt of Issuer's 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 Fund's ability to realize profit or avoid loss with respect to the issuer and may adversely affect a Fund's 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.
Business Continuity and Operational Risk
The Adviser, the Funds and the Funds' service providers may experience disruptions or operating errors, such as processing errors or human errors, inadequate or failed internal or external processes, systems or technology failures, or other disruptive events, that could negatively impact and cause disruptions in normal business operations of the Adviser, the Funds or the Funds' service providers. The Adviser has developed a Business Continuity Program (the "Program") designed to minimize the disruption of normal business operations in the event of an adverse incident affecting the Funds, the Adviser and/or its affiliates. The Program is also designed to enable the Adviser to reestablish normal business operations in a timely manner during such an adverse incident; however, there are inherent limitations in such programs (including the possibility that contingencies have not been anticipated and procedures do not work as intended) and, under some circumstances (e.g. natural disasters, terrorism, public health crises, power or utility shortages and failures, system failures or malfunctions), the Adviser, its affiliates, and any service providers or vendors used by the Adviser, its affiliates, or the Funds could be prevented or hindered from providing services to the Funds for extended periods of time. These circumstances could cause disruptions and negatively impact the Funds' service providers and the Funds' business operations, potentially including an inability to process Fund shareholder transactions, an inability to calculate a Fund's net asset value and price the Fund's investments, and impediments to trading portfolio securities.
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Cybersecurity Risk
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.
Natural Disaster/Epidemic Risk
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds' investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. These disruptions could prevent the Funds from executing advantageous investment decisions in a timely manner and negatively impact the Funds' ability to achieve their investment objectives. Any such event(s) could have a significant adverse impact on the value and risk profile of the Funds.
Fund Policies
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 Fund's outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund's 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 Fund's 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
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investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund's investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt obligations issued by governments or political subdivisions of governments, or (iii) with respect to Invesco Oppenheimer V.I. Government Money Fund, bank instruments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
(5)The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
(6)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 Fund's 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 Fund's industry concentration policy.
For purposes of the Fund's 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 Fund's 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 (and for Invesco Oppenheimer V.I. Government Money Market Fund, with respect to 100% of its total assets), purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of
65
its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Fund's total assets would be invested in the securities of that issuer, except, in the case of Invesco Oppenheimer V.I. Government Money Market Fund, as permitted by Rule 2a-7 under the 1940 Act, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction regarding issuer diversification, any Fund that invests in municipal securities will regard each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality and authority thereof, and each multi-state agency of which a state is a member as a separate "issuer." When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity Bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be deemed to be the sole issuer. 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 Fund's total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. Securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence.
(2)In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
(3)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. The Invesco Oppenheimer V.I. Government Money Fund, in complying with the fundamental restriction regarding industry concentration, may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry and may invest over 25% of its assets in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt obligations issued by governments or political subdivisions of governments, and (iii) bank instruments.
(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 an Invesco Fund, on such terms and conditions as the SEC may require in an exemptive order.
(6)The following apply:
(a)Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund invests, under normal circumstances, at least 80% of its assets in equity securities of mid-cap issuers.
(b)Invesco Oppenheimer V.I. Government Money Fund invests, under normal market conditions, at least 80% of its assets in government securities and repurchase agreements that are collateralized by government securities.
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(c)Invesco Oppenheimer V.I. Main Street Small Cap Fund invests, under normal market conditions, at least 80% of its assets in securities of small-cap companies.
(d)Invesco Oppenheimer V.I. Total Return Bond Fund invests, under normal market conditions, at least 80% of its assets in investment-grade debt securities.
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 in a Fund's 80% policy described above for a Fund may also be counted towards that Fund's 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 Fund's 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.
Portfolio Turnover
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 Funds experienced significant variation in portfolio turnover during the two most recently completed fiscal years ended December 31.
Fund |
2019 |
2018 |
Invesco Oppenheimer V.I. Capital Appreciation Fund* |
73% |
27% |
Invesco Oppenheimer V.I. Global Strategic Income Fund** |
134% |
68% |
Invesco Oppenheimer V.I. International Growth Fund*** |
51% |
25% |
*Portfolio turnover increased as a result of changes to the management team.
**Portfolio turnover increased as a result of market conditions and changes in Invesco's investment outlook.
***Portfolio turnover increased as a result of increased purchases in 2019.
Policies and Procedures for Disclosure of Fund Holdings
The Board has adopted policies and procedures with respect to the disclosure of the Funds' portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of Invesco and its affiliates may release information about portfolio securities in certain contexts are provided below. As used in the Holdings Disclosure Policy and throughout the SAI, the term "portfolio holdings information" includes information with respect to the portfolio holdings of a Fund, including holdings that are derivatives and holdings held as short positions. Information generally excluded from "portfolio holdings information" includes, without limitation, (i) descriptions of allocations among asset classes, regions, countries, industries or sectors; (ii) aggregated data such as average or median ratios, market capitalization, credit quality or duration; (iii) performance attributions by asset class, country, industry or sector; (iv) aggregated risk statistics, analysis and simulations, such as stress testing; (v) the characteristics of the stock and bond components of a Fund's 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.
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General Disclosures
The Holdings Disclosure Policy permits Invesco to publicly release certain portfolio holdings information of the Funds from time to time. The Funds sell their shares directly or indirectly to life insurance company separate accounts to fund interests in variable annuity and variable life insurance policies issued by such companies, but not directly to the public. Accordingly, the Holdings Disclosure Policy authorizes Invesco to disclose, pursuant to the following table, the Funds' portfolio holdings information on a non-selective basis to all insurance companies whose variable annuity and variable life insurance separate accounts invest directly and indirectly in the Funds and with which the Funds have entered into participation agreements (Insurance Companies) and Invesco has entered into a nondisclosure agreement:
All Funds other than Invesco Oppenheimer V.I. Government Money Fund
Disclosure |
Date Available/Lag |
Month-end top ten holdings |
Available 10 days after month-end |
|
(Holdings as of June 30 available July 10) |
Calendar quarter-end complete holdings |
Available 25 days after calendar quarter-end |
|
(Holdings as of June 30 available July 25) |
Fiscal quarter-end complete holdings |
Available 55 days after fiscal quarter-end |
|
(Holdings as of June 30 available August 24) |
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Invesco Oppenheimer V.I. Government Money Fund
|
Approximate Date of |
Information Remains |
Information |
Website Posting |
Available on Website |
Weighted average maturity information, |
Next business day |
Until posting of the |
thirty-day, seven-day and one-day yield |
|
following business |
information; daily dividend factor and total |
|
day's information |
net assets |
|
|
With respect to the Fund and each class of |
Fifth business day |
Not less than six months |
redeemable shares thereof: |
of the month |
|
|
(as of the last business |
|
•The dollar-weighted average |
day or subsequent |
|
portfolio maturity |
calendar day of the |
|
|
preceding month) |
|
•The dollar-weighted average |
|
|
portfolio maturity determined |
|
|
without reference to interest rate |
|
|
readjustments |
|
|
With respect to each security held by the |
|
|
Fund: |
|
|
•The name of the issuer |
|
|
•The category of investment (as |
|
|
such categories are provided in |
|
|
Rule 2a-7 and under Invesco's |
|
|
Procedures for Money Market |
|
|
Funds Operating Under Rule 2a- |
|
|
7) |
|
|
•CUSIP number (if any) |
|
|
•Principal amount |
|
|
•Maturity date by taking into |
|
|
account the maturity shortening |
|
|
provisions in Rule 2a-7 |
|
|
•Maturity date determined without |
|
|
reference to the exceptions |
|
|
regarding interest rate |
|
|
readjustments |
|
|
•Coupon or yield |
|
|
•Value |
|
|
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The percentage of the Fund's total assets |
Each business day |
Six months |
(as such term is defined in Rule 2a-7) |
as of the end of |
|
invested in daily liquid assets; the |
the preceding |
|
percentage of the Fund's total assets |
business day |
|
(as such term is defined in Rule 2a-7) |
|
|
invested in weekly liquid assets; and |
|
|
the Fund's net inflows and outflows |
|
|
Complete portfolio holdings, and |
One day after month-end |
Until posting of |
information derived there from, |
or any other period, |
the fiscal quarter holdings |
as of month-end or as of some |
as may be determined |
for the months included |
other period determined by the |
by the Adviser in |
in the fiscal quarter |
Adviser in its sole discretion |
its sole discretion |
|
Complete portfolio holdings as |
60-70 days after fiscal |
For one year |
of fiscal quarter-end |
quarter-end |
|
Selective Disclosures
Selective Disclosure to Insurance Companies. The Holdings Disclosure Policy permits Invesco to disclose Fund Portfolio Holdings Information to Insurance Companies, upon request/on a selective basis, up to five days prior to the scheduled release dates of such information to allow the Insurance Companies to post the information on their websites at approximately the same time that Invesco posts the same information. The Holdings Disclosure Policy incorporates the Board's determination that selectively disclosing portfolio holdings information to facilitate an Insurance Company's dissemination of the information on its website is a legitimate business purpose of the Funds. Insurance Companies that wish to receive such portfolio holdings information in advance must sign a non-disclosure agreement requiring them to maintain the confidentiality of the information until the later of five business days or the scheduled release dates and to refrain from using that information to execute transactions in securities. Invesco does not post the portfolio holdings of the Funds to its website. Not all Insurance Companies that receive Fund portfolio holdings information provide such information on their websites. To obtain information about Fund portfolio holdings, please contact the Insurance Company that issued your variable annuity or variable life insurance policy.
Upon request, Invesco may also disclose certain portfolio holding characteristic information (but not actual portfolio holdings) to Insurance Companies that hold shares in the Funds. Invesco makes such information available to such Insurance Companies prior to the release of full portfolio holdings information pursuant to confidentiality agreements.
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 Fund's 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
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situations where providing selective disclosure raises perceived conflicts of interest between shareholders of the applicable Fund and Invesco or its affiliates. In any specific situation where Invesco addresses a perceived conflict, Invesco will report to the Board on the persons to whom such disclosures are to be made and the treatment of such conflict before agreeing to provide selective disclosure.
Invesco discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the funds advised by Invesco (the Invesco Funds):
•Attorneys and accountants;
•Securities lending agents;
•Lenders to the Invesco Funds;
•Rating and rankings agencies;
•Persons assisting in the voting of proxies;
•Invesco Funds' custodians;
•The Invesco Funds' transfer agent(s) (in the event of a redemption in kind);
•Pricing services, market makers, or other fund accounting software providers (to determine the price of investments held by an Invesco Fund);
•Brokers identified by the Invesco Funds' portfolio management team who provide execution and research services to the team; and
•Analysts hired to perform research and analysis for the Invesco Funds' portfolio management team.
•Insurance Companies which receive portfolio holdings information before Invesco posts portfolio holdings information to Invesco's website (to allow such Insurance Companies to post portfolio holdings information to their websites at approximately the same time that Invesco posts portfolio holdings information to Invesco's website).
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.
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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 Fund's website and therefore may not be reflected on the portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, shareholders in the applicable Fund, persons considering investing in the Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan and their advisers. The nature and content of the views and statements provided to each of these persons may differ.
Disclosure of portfolio holdings information to traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the investments held by a Fund when purchasing and selling investments through broker-dealers, futures commissions merchants, clearing agencies and other counterparties, requesting bids on investments, obtaining price quotations on investments, or in connection with litigation involving the Funds' portfolio investments. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain Invesco Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose the portfolio holdings of their products at different times than Invesco discloses portfolio holdings for the Invesco Funds.
MANAGEMENT OF THE TRUST
Board of Trustees
The Trustees and officers of the Trust, their principal occupations during at least the last five years and certain other information concerning them are set forth in Appendix C.
Qualifications and Experience. In addition to the information set forth in Appendix C, the following sets forth additional information about the qualifications and experiences of each of the Trustees.
Interested Persons
Martin L. Flanagan, Trustee 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 Franklin's co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999.
Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co.
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Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and a member of the executive board at the SMU Cox School of Business.
The Board believes that Mr. Flanagan's long experience as an executive in the investment management area benefits the Funds.
Independent Trustees
Bruce L. Crockett, Trustee and Chair
Bruce L. Crockett has been a member of the Board of Trustees of the Invesco Funds since 1978, and has served as Independent Chair of the Board of Trustees and their predecessor funds since 2004.
Mr. Crockett has more than 30 years of experience in finance and general management in the banking, aerospace and telecommunications industries. From 1992 to 1996, he served as president, chief executive officer and a director of COMSAT Corporation, an international satellite and wireless telecommunications company.
Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a strategic consulting firm that provides services to the information technology and communications industries. Mr. Crockett also serves on the Board of ALPS (Attorneys Liability Protection Society) and Ferroglobe PLC (metallurgical company) and he is a life trustee of the University of Rochester Board of Trustees. He is a member of the Audit Committee of Ferroglobe PLC.
The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his extensive experience in managing public companies and familiarity with investment companies.
David C. Arch, Trustee
David C. Arch has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex.
Mr. Arch is the Chairman of Blistex Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Board of the Illinois Manufacturers' Association and a member of the World Presidents' Organization.
The Board believes that Mr. Arch's 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 Director, Vice President (through 2019) and President (since 2019) 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
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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 non–profit organization, from 2012 to 2015.
The Board believes that Ms. Brown's 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. He is also a member of the Board of Directors of Baylor College of Medicine.
Mr. Fields also served as a Director of Insperity, Inc. (formerly known as Administaff), a premier professional employer organization with clients nationwide until 2015. In addition, Mr. Fields serves as Chairman and sits on the Board of Discovery Learning Alliance, a nonprofit organization dedicated to providing educational resources to people in need around the world through the use of technology.
The Board believes that Mr. Fields' experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Funds.
Cynthia Hostetler, Trustee
Cynthia Hostetler has been a member of the Board of Trustees of the Invesco Funds since 2017.
Ms. Hostetler is currently a member of the board of directors of the Vulcan Materials Company, a public company engaged in the production and distribution of construction materials, Trilinc Global Impact Fund LLC, a publicly registered non-traded limited liability company that invests in a diversified portfolio of private debt instruments, and Genesee & Wyoming, Inc., a public company that owns and operates railroads worldwide. Ms. Hostetler also serves on the board of governors of the Investment Company Institute and is a member of the governing council of the Independent Directors Council, both of which are professional organizations in the investment management industry.
Previously, Ms. Hostetler served as a member of the board of directors/trustees of Aberdeen Investment Funds, a mutual fund complex, and Edgen Group Inc., a public company that provides products and services to energy and construction companies, from 2012 to 2013, prior to its sale to Sumitomo.
From 2001 to 2009 Ms. Hostetler served as Head of Investment Funds and Private Equity at Overseas Private Investment Corporation ("OPIC"), a government agency that supports US investment in the emerging markets. Ms. Hostetler oversaw a multi-billion dollar investment portfolio in private equity funds. Prior to joining OPIC, Ms. Hostetler served as President and member of the board of directors of First Manhattan Bancorporation, a bank holding company, and its largest subsidiary, First Savings Bank, from 1991 to 2001.
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The Board believes that Ms. Hostetler's 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 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 as a member of the Audit Committee of the University of Florida National Board Foundation. 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.
From 1996 to 1997, Ms. Krentzman served as an Assistant Director of the Division of Investment Management - Office 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. Krentzman's legal background, experience in financial services and accounting and as a director of other investment companies benefits the Funds.
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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 board's audit and finance committee and nominating committee. He also previously served as Regional Managing Partner from 2009 through 2012 and Managing Partner of KPMG's 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. LaCava's 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.
Previously, Dr. Mathai-Davis served as co-founder 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 Council on Foreign Relations and its Finance and Budget Committee. He is a member of the Investment Committee and is Chairman Emeritus of the Board
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of Human Rights Watch and a member of the Investment Committee and the Board of Historic Hudson Valley, a non-profit cultural organization.
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, a bioethics research foundation, and as a Director of Friends of the LRC, a South 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. Motley's 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 and 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. Ressel's 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 Children's 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.
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The Board believes that Ms. Stern's 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.
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 2017, he was an adjunct professor at the University of Denver's Daniels College of Business.
Mr. Troccoli's leadership roles during his career with KPMG included managing partner and partner in charge of the Denver office's 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 KPMG's 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 KPMG's Private Equity Group.
The Board believes that Mr. Troccoli's 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. Vandivort's 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.
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
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and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network.
The Board believes that Mr. Vaughn's experience in financial services and accounting and as a director of other investment companies benefits the Funds.
Christopher L. Wilson, Trustee, Vice Chair and Chair Designate
Christopher L. Wilson has been a member of the Board of Trustees of the Invesco Funds since 2017. He has served as Chair Designate since March 27, 2019 and 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. Wilson's 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.
Management Information
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 Trust's 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 seventeen Trustees, including sixteen Trustees who are not "interested persons" of the Funds, as that term is defined in the 1940 Act (collectively, the Independent Trustees and each, an Independent Trustee). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established five standing committees – the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee and the Valuation, Distribution and Proxy Oversight Committee (the Committees), to assist the Board in performing its oversight responsibilities.
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The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairman's 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 Trust's Declaration of Trust or By-laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board generally.
The Board believes that its leadership structure, including having an Independent Trustee as Chairman, allows for effective communication between the Trustees and management, among the Trustees and among the Independent Trustees. The existing Board structure, including its Committee structure, provides the Independent Trustees with effective control over Board governance while also allowing them to receive and benefit from insight from the interested Trustee who is an active officer of the Funds' investment adviser. The Board's 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 Board also considers liquidity risk management issues as part of its general oversight responsibilities and oversees the Trust's liquidity risk through, among other things, receiving periodic reporting and presentations by Invesco personnel that address liquidity matters. As required by Rule 22e- 4 under the 1940 Act, the Board, including a majority of the Independent Trustees, has approved the Trust's Liquidity Risk Management ("LRM") Program, which is reasonably designed to assess and manage the Trust's liquidity risk, and has appointed the LRM Program Administrator that is responsible for administering the LRM Program. The Board also reviews, no less frequently than annually, a written report prepared by the LRM Program Administrator that addresses, among other items, the operation of the program and assesses its adequacy and effectiveness of implementation.
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 Fund's 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 Invesco's compliance group and meets regularly with the Fund's 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, Invesco's Chief Investment
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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 Fund's 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.
Committee Structure
The members of the Audit Committee are Messrs. Arch, Crockett, LaCava (Chair), Troccoli and Vaughn (Vice Chair), 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 December 31, 2019, the Audit Committee held seven meetings.
The members of the Compliance Committee are Messrs. Arch (Chair), Motley, 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 party's 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 December 31, 2019, the Compliance Committee held five meetings.
The members of the Governance Committee are Messrs. Crockett, Fields (Chair), LaCava, Vandivort and Wilson, Ms. Stern (Vice Chair) and Drs. Jones and Mathai-Davis. 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 December 31, 2019, the Governance Committee held eight meetings.
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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 Trust's 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 Trust's 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 year's 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, 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 Committee's 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 December 31, 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 management's discussion of fund performance section of the Designated Funds' periodic shareholder reports.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Fields, 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 Invesco's 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 December 31, 2019, the Valuation, Distribution and Proxy Oversight Committee held five meetings.
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Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
Compensation
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, 2019 is found in Appendix D.
Retirement Policy
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 Trustee's 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 Trustee's 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 Trustee's designated beneficiary for the same length of time that the Trustee would have received the payments based on his or her service or, if the Trustee has elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of disability) to receive any retirement benefit. A Trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustee's 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
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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 Trustee's 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 Trustee's 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 Trustee's 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 Trustee's 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 Trustee's 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 Trustee's 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
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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.
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 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. Each Code of Ethics 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 Fund's portfolio transactions. Unless specifically noted, to the extent a Sub-Adviser has adopted its own Code of Ethics, each Sub-Adviser's Codes of Ethics does not materially differ from Invesco's 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, in 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 V.I. Capital Appreciation Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. Global Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. Government Money Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. International Growth Fund |
Invesco Advisers, Inc. |
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Fund |
Adviser/Sub-Adviser |
Invesco Oppenheimer V.I. Main Street Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
Invesco Advisers, Inc. |
Invesco Oppenheimer V.I. Total Return Bond 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 Fund's proxy voting record. Information regarding how the Funds voted proxies related to their portfolio securities for the twelve months ended June 30, 2019, will be available without charge at our website, http://www.invesco.com/us. This information will also be available at the SEC website, http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of each Fund's 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.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
Invesco serves as the Funds' investment adviser. The Adviser manages the investment operations of the Funds as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds' day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Invesco Advisers, Inc. is an indirect, wholly-owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain 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 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 Invesco's 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 business of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Fund's 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,
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redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds' shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class.
|
Annual Rate/Net Assets |
|
Per Advisory Agreement |
Fund Name |
|
|
|
Invesco Oppenheimer V.I. Capital Appreciation |
0.75% on the first $200M |
Fund* |
0.72% on the next $200M |
|
0.69% on the next $200M |
|
0.66% of the next $200M |
|
0.60% of the next $200M |
|
0.58% of the amount over $1B |
Invesco Oppenheimer V.I. Conservative Balanced |
0.75% of the first $200M |
Fund* |
0.72% of the next $200M |
|
0.69% of the next $200M |
|
0.66% of the next $200M |
|
0.60% of the amount over $800M |
Invesco Oppenheimer V.I. Discovery Mid Cap |
0.75% of the first $200M |
Growth Fund* |
0.72% of the next $200M |
|
0.69% of the next $200M |
|
0.66% of the next $200M |
|
0.60% of the next $700M |
|
0.58% of the amount over $1.5B |
Invesco Oppenheimer V.I. Global Fund* |
0.75% on the first $200M |
|
0.72% on the next $200M |
|
0.69% on the next $200M |
|
0.66% on the next $200M |
|
0.60% of the next $4.2B |
|
0.58% of the amount over $5B |
Invesco Oppenheimer V.I. Global Strategic |
0.75% of the first $200M |
Income Fund* |
0.72% of the next $200M |
|
0.69% of the next $200M |
|
0.66% of the next $200M |
|
0.60% of the next $200M |
|
0.50% of the next $4B |
|
0.48% of the amount over $5B |
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|
Annual Rate/Net Assets |
|
Per Advisory Agreement |
Fund Name |
|
|
|
Invesco Oppenheimer V.I. Government Money |
0.450% of the first $500M |
Fund* |
0.425% of the next $500M |
|
0.400% of the next $500M |
|
0.375% of the amount over $1.5B |
Invesco Oppenheimer V.I. International Growth |
1.00% of the first $250M |
Fund* |
0.90% of the next $250M |
|
0.85% of the next $500M |
|
0.82% of the amount over $1B |
Invesco Oppenheimer V.I. Main Street Fund* |
0.75% of the first $200M |
|
0.72% of the next $200M |
|
0.69% of the next $200M |
|
0.66% of the next $200M |
|
0.60% of the next $200M |
|
0.58% of the next $4B |
|
0.56% of the amount over $5B |
Invesco Oppenheimer V.I. Main Street Small Cap |
0.75% of the first $200M |
Fund* |
0.72% of the next $200M |
|
0.69% of the next $200M |
|
0.66% of the next $200M |
|
0.60% of the next $200M |
|
0.58% of the next $4B |
|
0.56% of the amount over $5B |
Invesco Oppenheimer V.I. Total Return Bond |
0.60% of the first $1B |
Fund* |
0.50% of the amount over $1B |
*The advisory fee payable by the Fund shall be reduced by any amounts paid by the Fund under the administrative services agreement with Invesco.
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 voluntarily undertaken to waiver fees to the extent necessary to assist Invesco Oppenheimer V.I. Government Money Fund in attempting to maintain a positive yield. There is no guarantee that Invesco Oppenheimer V.I. Government Money Fund will maintain a positive yield. That undertaking may be amended or rescinded at any time.
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 Fund's investment of uninvested cash in the Affiliated Money Market Funds. See "Description of the Funds and Their Investments and Risks — Investment Strategies and Risks — Other Investments — Other Investment Companies." The Invesco Oppenheimer V.I. Global Strategic Income Fund may pursue its investment objective by investing in its Subsidiary. The Subsidiary has entered into a separate contract with the Adviser whereby the Adviser provides investment advisory
88
and other services to the Subsidiary. In consideration of these services, the Subsidiary pays the Adviser a management fee. The Adviser has contractually agreed to waive the advisory fee it receives from the Fund in an amount equal to the advisory fee and administration fee, respectively, paid to the Adviser by the Subsidiary. This waiver may not be terminated by the Adviser and will remain in effect for as long as the Adviser's contract with a Subsidiary is in place.
Invesco also has contractually agreed through at least 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:
|
Annual Rate/Net |
|
Assets Per Expense |
|
Limitation |
|
Agreement |
Fund |
May 31, 2021 |
Invesco Oppenheimer V.I. Capital Appreciation Fund |
|
Series I |
0.80% |
Series II |
1.05% |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
|
Series I |
0.67% |
Series II |
0.92% |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
|
Series I |
0.80% |
Series II |
1.05% |
Invesco Oppenheimer V.I. Global Fund |
|
Series I |
0.77% |
Series II |
1.02% |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
|
Series I |
0.84% |
Series II |
1.09% |
Invesco Oppenheimer V.I. Government Money Fund |
|
Series I |
0.50% |
Series II |
0.75% |
Invesco Oppenheimer V.I. International Growth Fund |
|
Series I |
1.00% |
Series II |
1.25% |
Invesco Oppenheimer V.I. Main Street Fund |
|
Series I |
0.80% |
Series II |
1.05% |
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
|
Series I |
0.80% |
Series II |
1.05% |
Invesco Oppenheimer V.I. Total Return Bond Fund |
|
Series I |
0.75% |
Series II |
1.00% |
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 Fund's expense limit.
If applicable, such contractual fee waivers or reductions are set forth in the fee table to each Fund's Prospectus. Unless Invesco continues the fee waiver agreements, they will terminate as indicated above.
89
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.
Investment Sub-Advisers
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to each Fund (each a Sub-Adviser), pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under the Advisers Act are:
Invesco Asset Management (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)
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.
The only fees payable to the Sub-Advisers described above under the Sub-Advisory Agreements are for providing discretionary investment management services. For such services, Invesco will pay each Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which such Sub-Adviser shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the monthly compensation that Invesco receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco, if any.
Invesco has also entered into a Sub-Advisory Agreement with another affiliate, OppenheimerFunds, Inc., also a registered investment adviser under the Advisers Act, to provide discretionary investment management services, investment advice, and/or order execution services to the Fund. 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 Fund 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 Fund.
Invesco and Sub-Advisers are indirect wholly-owned subsidiaries of Invesco Ltd.
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Services to the Subsidiary
As with Invesco Oppenheimer V.I. Global Strategic Income Fund, Invesco is responsible for the Fund's Subsidiary's day-to-day business pursuant to an investment advisory agreement with the Subsidiary. Under this agreement, Invesco provides the Subsidiary with the same type of management and sub-advisory services, under the same terms and conditions, as are provided to Invesco Oppenheimer V.I. Global Strategic Income Fund. The advisory agreement of the Subsidiary provides for automatic termination upon the termination of the Advisory Agreement, with respect to Invesco Oppenheimer V.I. Global Strategic Income Fund. The Subsidiary has also entered into separate contracts for the provision of custody, transfer agency and audit services with the same service providers that provide those services to Invesco Oppenheimer V.I. Global Strategic Income Fund.
The Subsidiary will be managed pursuant to compliance policies and procedures that are the same, in all material respects, as the policies and procedures adopted by Invesco Oppenheimer V.I. Global Strategic Income Fund. As a result, Invesco, in managing the Subsidiary's portfolio, is subject to the same operational guidelines that apply to the management of Invesco Oppenheimer V.I. Global Strategic Income Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary's portfolio investments and shares of the Subsidiary. Invesco Oppenheimer V.I. Global Strategic Income Fund's Chief Compliance Officer oversees implementation of the Subsidiary's policies and procedures and makes periodic reports to Invesco Oppenheimer V.I. Global Strategic Income Fund's Board regarding the Subsidiary's compliance with its policies and procedures.
Service Agreements
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 Fund reimbursement of its costs or such reasonable compensation. The advisory fee payable by each Fund shall be reduced by any amounts paid by each Fund under the Administrative Services Agreement. Currently, Invesco is reimbursed for the services of the Trust's principal financial officer and her staff and any expenses related to fund accounting services.
In addition, Invesco contracts with Participating Insurance Companies for certain administrative services provided to the Funds, which services are described in the Funds' prospectus.
Each Participating Insurance Company negotiates the fees to be paid for the provision of these services. The cost of providing the services and the overall package of services provided may vary from one Participating Insurance Company to another. Invesco does not make an independent assessment of a Participating Insurance Company's cost of providing such services.
The Administrative Services Agreement provides that the Funds will reimburse Invesco for its costs in paying the Participating Insurance Companies that provide these services, currently subject to an annual limit of 0.15% of the average net assets invested in each Fund by each Participating Insurance Company. Any amounts paid by Invesco to a Participating Insurance Company in excess of 0.15% of the average net assets invested in each Fund are paid by Invesco out of its own financial resources.
Administrative services fees are found in Appendix I.
For Invesco Oppenheimer V.I. Global Strategic Income Fund, an agreement containing the same material terms and provisions was entered into between Invesco and the Subsidiary.
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Other Service Providers
Transfer Agent. Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046, a wholly-owned subsidiary of Invesco Ltd., is the Trust's 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 for the Funds. The TA Agreement provides that Invesco Investment Services will receive a per trade fee plus out-of-pocket expenses to process orders for purchases and redemptions of shares; prepare and transmit payments for dividends and distributions declared by the Funds; and maintain shareholder accounts.
For Invesco Oppenheimer V.I. Global Strategic Income Fund, an agreement containing the same material terms and provisions was entered into between Invesco and the Subsidiary.
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.
For Invesco Oppenheimer V.I. Global Strategic Income Fund, an agreement containing the same material terms and provisions was entered into between Invesco and the Subsidiary.
Custodian. JPMorgan Chase Bank (the Custodian), J.P. Morgan Chase Bank, is custodian of all securities and cash of the Funds (except Invesco Oppenheimer V.I. Government Money Fund). The Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, is custodian of all securities and cash of Invesco Oppenheimer V.I. Government Money Fund. The Bank of New York Mellon also serves as sub-custodian to facilitate cash management.
The custodian's responsibilities include safeguarding and controlling the Fund's 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.
For Invesco Oppenheimer V.I. Global Strategic Income Fund, an agreement containing the same material terms and provisions were entered into between the Custodian and the Subsidiary.
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 selected, and the Board has ratified and approved, PricewaterhouseCoopers LLC, 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 LLC. The terms of the engagement letter required by PricewaterhouseCoopers LLC, 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 fund's 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.
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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 Invesco's instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities;
(e) responding to agent inquiries; and (f) performing such other duties as may be necessary.
The Advisory Agreement authorizes Invesco to receive a separate fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund for the administrative services that Invesco renders in connection with securities lending. Invesco has contractually agreed, however, not to charge this fee and to obtain Board approval prior to charging such fee in the future.
Portfolio Managers
Appendix H contains the following information regarding the portfolio managers identified in each Fund's prospectus:
•The dollar range of the managers' investments in each Fund.
•A description of the managers' compensation structure.
•Information regarding other accounts managed 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 Fund's 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. The same procedures also apply to the Subsidiary.
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 Union's 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 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.
Brokerage Transactions
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
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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. Invesco's 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.
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.
Commissions
The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other Invesco Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of the
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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.
Broker Selection
Invesco's 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 Broker's 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. Invesco's and the Sub-Advisers' primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Broker's 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 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 Invesco's 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 Broker's provision of Soft Dollar Products to Invesco or the Sub- Advisers.
Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invesco's or a Sub-Adviser's 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.
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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:
•proprietary research created by the Broker executing the trade, and
•other products created by third parties that are supplied to Invesco or the Sub-Adviser through the Broker executing the trade.
Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Broker's 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 Invesco's and the Sub-Advisers' own research (and the research of certain of its affiliates), and may include the following types of products and services:
•Database Services – comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).
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•Quotation/Trading/News Systems – products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.
•Economic Data/Forecasting Tools – various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.
•Quantitative/Technical Analysis – software tools that assist in quantitative and technical analysis of investment data.
•Fundamental/Industry Analysis – industry specific fundamental investment research.
•Fixed Income Security Analysis – data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities.
•Other Specialized Tools – other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software.
If Invesco or the Sub-Advisers determine that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers only for the portion of the service or product that Invesco or the Sub-Advisers determine assists it in the investment decision- making or trading process and will pay for the remaining value of the product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invesco's 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 Invesco's 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 Invesco's or the Sub-Advisers' research, the receipt of such research tends to improve the quality of Invesco's 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 Fund's 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 Invesco's 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.
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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.
Directed Brokerage (Research Services)
Directed brokerage (research services) commissions are found in Appendix K.
Affiliated Transactions
The Adviser or Sub-Adviser may place trades with Invesco Capital Markets, Inc. (ICMI), a broker- dealer with whom it is affiliated, provided the Adviser or Sub-Adviser determines that ICMI's trade execution abilities and costs are at least comparable to those of non-affiliated brokerage firms with which the Adviser or Sub-Adviser could otherwise place similar trades. ICMI receives brokerage commissions in connection with effecting trades for the Funds and, therefore, use of ICMI presents a conflict of interest for the Adviser or Sub-Adviser. Trades placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted by the Board.
Regular Brokers
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 multiple Invesco Funds or 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 Fund's 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 Fund's or account's 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.
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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
The Trust offers the shares of the Funds, on a continuous basis, to both registered and unregistered separate accounts of affiliated and unaffiliated Participating Insurance Companies to fund variable annuity contracts (the Contracts) and variable life insurance policies (Policies). Each separate account contains divisions, each of which corresponds to a Fund in the Trust. Net purchase payments under the Contracts are placed in one or more of the divisions of the relevant separate account and the assets of each division are invested in the shares of the Fund which corresponds to that division. Each separate account purchases and redeems shares of these Funds for its divisions at net asset value without sales or redemption charges. Currently several insurance company separate accounts invest in the Funds.
Shares of the Funds may also be sold to funds of funds that serve as underlying investments to insurance company separate accounts. In addition, the Trust, in the future, may offer the shares of its Funds to certain pension and retirement plans (Plans) qualified under the Internal Revenue Code of 1986, as amended (the Code). The relationships of Plans and Plan participants to the Fund would be subject, in part, to the provisions of the individual plans and applicable law. Accordingly, such relationships could be different from those described in this Prospectus for separate accounts and owners of Contracts and Policies, in such areas, for example, as tax matters and voting privileges.
The Board monitors for possible conflicts among separate accounts and funds of funds (and will do so for Plans) buying shares of the Funds. Conflicts could develop for a variety of reasons. For example, violation of the federal tax laws by one separate account investing in a Fund could cause the contracts or policies funded through another separate account to lose their tax-deferred status, unless remedial actions were taken. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, the Board may require a separate account, fund of funds or Plan to withdraw its participation in a Fund. A Fund's net asset value could decrease if it had to sell investment securities to pay redemptions proceeds to a separate account or fund of funds (or Plan) withdrawing because of a conflict.
Calculation of Net Asset Value
For Invesco Oppenheimer V.I. Government Money Fund: The net asset value per share of the Fund is generally determined daily as of 4:00 p.m. Eastern time (the customary close of regular trading on the NYSE) on each business day of the Fund, or earlier in the case of a scheduled early close of the NYSE. In the event of an unscheduled early close of the NYSE, the Fund generally still will determine its net asset value per share as of 4:00 p.m. Eastern time on that business day. Net asset value per share is determined by dividing the value of the Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all of its liabilities (including accrued expenses and dividends payable) attributable to that class, by the number of shares outstanding of that class and rounding the resulting per share net asset value to the nearest one cent. Determination of the net asset value per share is made in accordance with generally accepted accounting principles.
The Board has established procedures, in accordance with Rule 2a-7 under the 1940 Act, designed to stabilize the Fund's net asset value per share at $1.00, to the extent reasonably possible. Such procedures include review of portfolio holdings by the Trustees at such intervals as they may deem appropriate. The reviews are used to determine whether net asset value, calculated by using available market quotations, deviates from $1.00 per share and, if so, whether such deviation may result in material dilution or is otherwise unfair to investors or existing shareholders. In the event the trustees determine that a material deviation exists, they intend to take such corrective action as they deem necessary and
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appropriate. Such actions may include selling portfolio securities prior to maturity in order to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends, redeeming shares in kind, or establishing a net asset value per share by using available market quotations. When available market quotations are used to establish the market-based net asset value, the net asset value could possibly be more or less than $1.00 per share.
Under the amortized cost method, each investment is valued at its cost and thereafter any discount or premium is amortized on a constant basis to maturity. Although this method provides certainty of valuation, it may result in periods in which the amortized cost value of the Fund's investments is high or lower than the price that would be received if the investments were sold.
For All Other Funds: Each Fund generally determines its net asset value per share once daily on each day the NYSE is open for trading (a business day) as of approximately 4:00 p.m. Eastern Time (the customary close of regular trading) or earlier in the case of a scheduled early close. In the event of an unscheduled early close of the NYSE, each Fund generally still will determine its net asset value per share as of 4:00 p.m. Eastern Time on that business day. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the NYSE. Futures contracts are 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 the 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. The Funds determine net asset value per share by dividing the value of a Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of a Fund's net asset value per share is made in accordance with generally accepted accounting principles. The net asset value for shareholder transactions may be different than the net asset value reported in the Fund's financial statements due to adjustments required by generally accepted accounting principles made to the net assets of the Fund at period end.
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. Investments in open-end and closed- end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
A security listed or traded on an exchange (excluding convertible bonds) held by a 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 on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the OTC market is valued on the basis of prices furnished by independent pricing vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote on the basis of prices 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. Short- term obligations having 60 days or less to maturity and commercial paper are priced at amortized cost, which approximates value.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day at various times 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 the Fund's shares are
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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 Invesco 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 Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. 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 Invesco believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco 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, ADRs, domestic and foreign index futures, and exchange-traded funds.
Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Fund. Because the net asset value per share of each Fund is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may be significantly affected on days when an investor cannot exchange or redeem shares of the Fund.
Swap agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry, and company performance.
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.
Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following 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 security's fair value.
For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis.
Redemptions In Kind
Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment
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in securities or other property (known as a redemption in kind). For instance, a Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Funds, has made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election), and therefore, the Trust, on behalf of the Fund, is obligated to redeem for cash all shares presented to such Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Fund's 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.
Payments to Participating Insurance Companies and/or their Affiliates
Invesco or Invesco Distributors may, from time to time, at their expense out of their own financial resources, make cash payments to Participating Insurance Companies and/or their affiliates, as an incentive to promote the sale and retention of Fund shares and for other marketing support services, as further described in each Fund's prospectus. Such cash payments may be calculated on the average daily net assets of the applicable Fund(s) attributable to that particular Participating Insurance Company or its affiliates (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. Invesco or Invesco Distributors may also make other cash payments to Participating Insurance Companies and/or their affiliates in addition to or in lieu of Asset-Based Payments, in the form of payment for travel expenses, including lodging, incurred in connection with trips taken by qualifying registered representatives of those dealer firms and their families to places within or outside the United States; meeting fees; entertainment; transaction processing and transmission charges; advertising or other promotional expenses; or other expenses as determined in Invesco's or Invesco Distributors' discretion. In certain cases these other payments could be significant to the Participating Insurance Companies and/or their affiliates. Generally, commitments to make such payments are terminable upon notice to the Participating Insurance Company and/or their affiliates. However, Invesco and Invesco Distributors have entered into unique agreements with RiverSource Life Insurance Company and its affiliates (RiverSource), where the payment obligation of Invesco or Invesco Distributors can only be terminated on the occurrence of certain specified events. For example, in the event that RiverSource obtains an SEC order to substitute out such RiverSource assets in the Funds or such RiverSource assets in the Funds falls below a pre-determined level, payments by Invesco or Invesco Distributors to RiverSource can then be terminated. Any payments described above will not change the price paid by RiverSource for the purchase of the applicable Fund's shares or the amount that any particular Fund will receive as proceeds from such sales. Invesco or Invesco Distributors determines the cash payments described above in its discretion in response to requests from RiverSource, based on factors it deems relevant. RiverSource may not use sales of the Funds' shares to qualify for any incentives to the extent that such incentives may be prohibited by the laws of any state.
A list of certain entities that received payments as described in this SAI during the 2019 calendar year is attached as Appendix L. The 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 entities not listed below. Accordingly, please contact your Participating Insurance Company to determine whether it or its affiliates currently may be receiving such payments and to obtain further information regarding any such payments.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
Dividends and Distributions
The following discussion of dividends and distributions should be read in connection with the applicable sections in the Prospectus.
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All dividends and distributions will be automatically reinvested in additional shares of the same class of a 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.
In the event the Invesco Oppenheimer V.I. Government Money Fund incurs or anticipates any unusual expense, loss or depreciation in the value of a portfolio investment that would adversely affect the net asset value per share of the Fund or the net income per share of a class of the Fund for a particular period, the Board would at that time consider whether to adhere to the present dividend policy described above or to revise it in light of then prevailing circumstances. For example, if the net asset value per share of the Invesco Oppenheimer V.I. Government Money Fund was reduced or was anticipated to be reduced below $1.00, the Board might suspend further dividend payments on shares of the Fund until the net asset value returns to $1.00. Thus, such expense, loss or depreciation might result in a shareholder receiving no dividends for the period during which it held shares of the Fund and/or its receiving upon redemption a price per share lower than that which it paid.
Tax Matters
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.
For federal income tax purposes, the insurance company (rather than the purchaser of a variable contract) is treated as the owner of shares of the Fund selected as an investment option. This is for general information only and not tax advice. Holders of variable contracts should ask their own tax advisors for more information on their own tax situation, including possible federal, state, local and foreign taxes.
Taxation of the Fund. The Fund has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a "regulated investment company" (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
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Qualification as a regulated investment company. In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
•Distribution Requirement — the Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement).
•Income Requirement — the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs).
•Asset Diversification Test — the Fund must satisfy the following asset diversification test at the close of each quarter of the Fund's tax year: (1) at least 50% of the value of the Fund's 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 Fund's total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund's 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 Fund's 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 Fund's 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 Fund's 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 Fund's current and accumulated earnings and profits. Failure to qualify as a regulated investment company thus would have a negative impact on the Fund's income and performance. Subject to savings provisions for
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certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Capital loss carryovers. The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a "net capital loss" (that is, capital losses in excess of capital gains), the excess (if any) of the Fund's 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 Fund's next taxable year, and the excess (if any) of the Fund's 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 Fund's 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. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% "change in ownership" of the Fund. An ownership change generally results when shareholders owning 5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate, thereby reducing the Fund's ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Fund's 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 Fund's 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 Fund's taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such "qualified late year loss" as if it had been incurred in the succeeding taxable year, which may change the timing, amount, or characterization of Fund distributions (see "Taxation of Fund Distributions
—Capital gain dividends" below). A "qualified late year loss" includes:
(i)any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses); and
(ii)the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year.
The terms "specified losses" and "specified gains" mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms "ordinary losses" and "ordinary income" mean other ordinary losses and income that are not described in the preceding sentence.
Special rules apply to a fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes.
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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 Fund's 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 dividends eligible for the corporate dividends-received deduction earned by an underlying fund (see "Taxation of Fund Distributions—Corporate dividends-received deduction" below). However, dividends paid to shareholders by a fund of funds from interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local income tax.
Federal excise tax. To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Fund's 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. However, in any calendar year in which the investment made by Invesco and its affiliates in the Fund does not exceed $250,000, the Fund may qualify for an exemption from the excise tax regardless of whether it has satisfied the foregoing distribution requirements. Funds that do not qualify for this exemption intend to make sufficient distributions to avoid imposition of the 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
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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 Fund's 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.
Invesco Oppenheimer V.I. Global Strategic Income Fund— Investment in the Subsidiary. Invesco Oppenheimer V.I. Global Strategic Income Fund invests in a wholly-owned foreign subsidiary (the Subsidiary) in order to gain exposure to Regulation S securities. These investments and the income earned thereon must be taken into account by the Fund in complying with the Distribution and Income Requirements and the Asset Diversification Test as described below.
Distribution requirement. The 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 (deemed inclusions). Recently released Treasury Regulations permit the Fund to treat deemed inclusions as satisfying the Income Requirement even if the Subsidiary does not make a distribution of such income. The Fund intends to distribute the "Subpart F" income each year (whether such income is received by the Fund as an actual distribution or included in the Fund's income as a deemed inclusion) as ordinary income, in satisfaction of the Fund's Distribution Requirement. Such distribution by the Fund will not be qualified dividend income eligible for taxation at long-term capital gain rates.
Income requirement. As described above, the Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. 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 satisfying the Income Requirement even if a foreign corporation, such as the 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. The tax treatment of the Fund and its shareholders in the event the Fund fails to qualify as a RIC is described above under "Taxation of the Fund — Qualification as a regulated investment company."
Asset diversification test. For purposes of the Asset Diversification Test, the Fund's investment in the Subsidiary would be considered a security of one issuer. Accordingly, the Fund intends to limit its investment in the Subsidiary to no more than 25% of the value of the Fund's total assets in order to satisfy the Asset Diversification Test.
Taxation of the Subsidiary. On the basis of current law and practice, the Subsidiary will not be liable for income tax in the Cayman Islands. Distributions by the Subsidiary to the Fund will not be subject to withholding tax in the Cayman Islands. In addition, the Subsidiary's investments are anticipated to qualify for a safe harbor under Code Section 864(b) so that the Subsidiary will not be treated as conducting a U.S. trade or business. Thus, the Subsidiary should not be subject to U.S. federal income tax on a net basis. However, if certain of the Subsidiary's activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, or be taxed as such.
In general, a foreign corporation, such as the Subsidiary, that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively
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connected with a U.S. trade or business, subject to certain exemptions, including among others, exemptions for capital gains, portfolio interest and income from notional principal contracts. It is not anticipated that the Subsidiary will be subject to material amounts of U.S. withholding tax on its portfolio investments. The Subsidiary intends to properly certify its status as a non-U.S. person to each custodian and withholding agent to avoid U.S. backup withholding requirements. Additionally, the Subsidiary intends to qualify as a "participating FFI" or otherwise qualify for an exemption under Chapter 4 of the Code to avoid U.S. withholding tax under the Foreign Account Tax Compliance Act.
Special Rules Applicable To Variable Contracts. The Fund intends to comply with the diversification requirements imposed by Section 817(h) of the Code and the regulations thereunder. These requirements, which are in addition to the diversification requirements imposed on the Fund by the 1940 Act and Subchapter M of the Code, place certain limitations on (i) the assets of the insurance company separate accounts (referred to as "segregated asset accounts" for federal income tax purposes) that may be invested in securities of a single issuer and (ii) eligible investors. Because Section 817(h) and those regulations treat the assets of the Fund as assets of the corresponding division of the insurance company segregated asset accounts, the Fund intends to comply with these diversification requirements. Specifically, the regulations provide that, except as permitted by the "safe harbor" described below, as of the end of each calendar quarter or within 30 days thereafter no more than 55% of the Fund's total assets may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments and no more than 90% by any four investments. For this purpose, all securities of the same issuer are considered a single investment, and while each U.S. Government agency and instrumentality is considered a separate issuer, a particular foreign government and its agencies, instrumentalities and political subdivisions all will be considered the same issuer. Section 817(h) provides, as a safe harbor, that a segregated asset account will be treated as being adequately diversified if the Asset Diversification Test is satisfied and no more than 55% of the value of the account's total assets are cash and cash items (including receivables), government securities and securities of other RICs. The regulations also provide that the Fund's shareholders are limited, generally, to life insurance company segregated asset accounts, general accounts of the same life insurance company, an investment adviser or affiliate in connection with the creation or management of the Fund or the trustee of a qualified pension plan. Failure of the Fund to satisfy the Section 817(h) requirements would result in taxation of and treatment of the contract holders investing in a corresponding insurance company division other than as described in the applicable prospectuses of the various insurance company segregated asset accounts.
Also, a contract holder should not be able to direct the Fund's investment in any particular asset so as to avoid the prohibition on investor control. The IRS may consider several factors in determining whether a contract holder has an impermissible level of investor control over a segregated asset account. One factor the IRS considers when a segregated asset account invests in one or more RICs is whether a RIC's investment strategies are sufficiently broad to prevent a contract holder from being deemed to be making particular investment decisions through its investment in the segregated asset account. Current IRS guidance indicates that typical RIC investment strategies, even those with a specific sector or geographical focus, are generally considered sufficiently broad to prevent a contract holder from being deemed to be making particular investment decisions through its investment in a segregated asset account. The relationship between the Fund and the variable contracts is designed to satisfy the current expressed view of the IRS on this subject, such that the investor control doctrine should not apply. However, because of some uncertainty with respect to this subject and because the IRS may issue further guidance on this subject, the Fund reserves the right to make such changes as are deemed necessary or appropriate to reduce the risk that a variable contract might be subject to current taxation because of investor control.
Another factor that the IRS examines concerns actions of contract holders. Under the IRS pronouncements, a contract holder may not select or control particular investments, other than choosing among broad investment choices such as selecting a particular fund. A contract holder thus may not select or direct the purchase or sale of a particular investment of the Fund. All investment decisions concerning the Fund must be made by the portfolio managers in their sole and absolute discretion, and not by a contract holder. Furthermore, under the IRS pronouncements, a contract holders may not
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communicate directly or indirectly with such portfolio managers or any related investment officers concerning the selection, quality, or rate of return of any specific investment or group of investments held by the Fund.
The Treasury Department may issue future pronouncements addressing the circumstances in which a variable contract owner's control of the investments of a segregated asset account may cause the contract owner, rather than the insurance company, to be treated as the owner of the assets held by the segregated asset account. If the contract owner is considered the owner of the segregated asset account, income and gains produced by those securities would be included currently in the contract owner's gross income. It is not known what standards will be set forth in any such pronouncements or when, if at all, these pronouncements may be issued.
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 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 Fund's net investment income from which dividends may be paid. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid may be qualified dividends eligible for the corporate dividends- received deduction.
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. 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.
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.
Maintaining a $1 share price — Invesco Oppenheimer V.I. Government Money Fund. Gains and losses on the sale of portfolio securities and unrealized appreciation or depreciation in the value of these securities may require the Fund to adjust its dividends to maintain its $1 share price. This procedure may result in under- or over-distributions by the Fund of its net investment income. This in turn may result in return of capital distributions, the effect of which is described in the following paragraph.
Return of capital distributions. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's 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 shareholder's 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."
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Pass-through of foreign tax credits. If more than 50% of the value of the Fund's 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 Fund's shareholders the amount of foreign income tax paid by the Fund (the Foreign Tax Election) in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their pro-rata share of foreign tax in computing their taxable income or to use it (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to pass-through to its shareholders the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made "in lieu of" dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See "Tax Treatment of Portfolio Transactions – Securities lending" below.
Consent dividends. The Fund may utilize consent dividend provisions of Section 565 of the Code to make distributions. Provided that all shareholders agree in a consent filed with the income tax return of the Fund to treat as a dividend the amount specified in the consent, the amount will be considered a distribution just as any other distribution paid in money and reinvested back into the Fund.
Reportable transactions. Under Treasury regulations, if a shareholder recognizes a loss with respect to the Fund's 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 taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Tax Treatment of Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund. This section should be read in conjunction with the discussion under "Description of the Funds and their Investments and Risks — Investment Strategies and Risks" for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In general. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a fund's 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
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generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a fund. Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions. In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the fund's 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 fund's 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 fund's 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 fund's 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.
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Certain of a fund's investments in derivatives and foreign currency-denominated instruments, and the fund's transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a fund's 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 fund's 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 fund's 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 recipient's basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions. A fund's 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 fund's ordinary income distributions to you, and may cause some or all of the fund's previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments. A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the fund's 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. Also, see "Invesco Oppenheimer V.I. Global Strategic Income Fund— Investment in the Subsidiary".
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 fund's pro rata share of any such taxes will reduce the fund's return on its investment. A fund's investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in "Tax Treatment of Portfolio Transactions—PFIC investments." Additionally, foreign withholding taxes on distributions from the non- U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in "Taxation of the Fund — Foreign income tax." Also, the fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non- U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT's current and accumulated earnings
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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. REIT's 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. REIT's current and accumulated earnings and profits. Also, see "Tax Treatment of Portfolio Transactions — Investment in taxable mortgage pools (excess inclusion income)."
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 fund's income from a U.S. REIT that is attributable to the REIT's residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a "taxable mortgage pool" (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a "disqualified organization" (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the corporate income tax rate . The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. Code Section 860E(f) further provides that, except as provided in regulations (which have not been issued), with respect to any variable contract (as defined in section 817), there shall be no adjustment in the reserve to the extent of any excess inclusion. 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
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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 fund's 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 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 satisfying the Income Requirement 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
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fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a regulated investment company. A fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement. If a fund does not appropriately limit such investments or if such investments (or the income earned on such investments) were to be recharacterized for U.S. tax purposes, the fund could fail to qualify as a regulated investment company. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect. Also, see "Invesco Oppenheimer V.I. Global Strategic Income Fund— Investment in the Subsidiary".
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-holder's 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 issuer's other shareholders may result in a deemed distribution of stock to the holders of the convertible security equal to the value of their increased interest in the equity of the issuer. Thus, an increase in the conversion ratio of a convertible security can be treated as a taxable distribution of stock to a holder of the convertible security (without a corresponding receipt of cash by the holder) before the holder has converted the security.
Tax Certification and Backup Withholding. Tax certification and backup withholding tax laws may require that you certify your tax information when you become an investor in the Fund. For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, the Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
•provide your correct Social Security or taxpayer identification number;
•certify that this number is correct;
•certify that you are not subject to backup withholding; and
•certify that you are a U.S. person (including a U.S. resident alien).
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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 shareholder's 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.
DISTRIBUTION OF SECURITIES
Distributor
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."
The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute shares of the Funds on a continuous basis.
The Trust (on behalf of any class of any Fund) or Invesco Distributors may terminate the Distribution Agreement on sixty (60) days' written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.
Distribution Plan
The Trust has adopted a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund's Series II shares (the Plan).
Each Fund, pursuant to its Plan, pays Invesco Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Series II shares.
The Plan compensates Invesco Distributors for expenses incurred for the purpose of financing any activity that is primarily intended to result in the sale of shares of the Funds. Such activities 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.
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Series II shares. 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.
Invesco Distributors has voluntarily undertaken to waive or reduce 12b-1 fees to the extent necessary to assist Invesco Oppenheimer V.I. Government Money Fund in attempting to maintain a positive yield. There is no guarantee that Invesco V.I. Government Money Fund will maintain a positive yield That undertaking may be amended or rescinded at any time.
Invesco Distributors has entered into agreements with Participating Insurance Companies and other financial intermediaries to provide the distribution services in furtherance of the Plan. Currently, Invesco Distributors pays Participating Insurance Companies and others at the annual rate of 0.25% of average daily net assets of Series II shares attributable to the Contracts issued by the Participating Insurance Company as compensation for providing such distribution services. Invesco Distributors does not act as
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principal, but rather as agent for the Funds, in making distribution service payments. These payments are an obligation of the Funds and not of Invesco Distributors.
Payments pursuant to the Plan are subject to any applicable limitations imposed by FINRA rules.
See Appendix M for a list of the amounts paid by Series II shares to Invesco Distributors pursuant to the Plan and Appendix N for an estimate by category of the allocation of actual fees paid by Series II shares of each Fund pursuant to its respective distribution plan.
As required by Rule 12b-1, the Plan approved by the Board, including a majority of the trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the "Rule 12b-1 Trustees). In approving the 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 Plan would benefit each Series II class shares of the Funds and its respective shareholders by, among other things, providing broker-dealers with an incentive to sell additional shares of the Trust, thereby helping to satisfy the Trust's liquidity needs and helping to increase the Trust's investment flexibility.
Unless terminated earlier in accordance with its terms, the Plan continues from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees. The Plan requires Invesco Distributors to provide the Board at least quarterly with a written report of the amounts expended pursuant to the Distribution Plan and the purposes for which such expenditures were made. The Board reviews these reports in connection with their decisions with respect to the Plan. A Plan may be terminated as to any Fund or Series II shares by the vote of a majority of the Rule 12b-1 Trustees or, with respect to the Series II shares, by the vote of a majority of the outstanding voting securities of the Series II shares.
Any change in the Plan that would increase materially the distribution expenses paid by the Series II shares requires shareholder approval. No material amendment to the Plan may be made unless approved by the affirmative vote of a majority of the Rule 12b-1 Trustees cast in person at a meeting called for the purpose of voting upon such amendment.
FINANCIAL STATEMENTS
The audited financial statements for the Funds' fiscal year ended December 31, 2019, including the notes thereto and the report of PricewaterhouseCoopers LLP thereon, are incorporated by reference to the annual reports to shareholders contained in the Form N-CSR filed on February 27, 2020.
The audited financial statements for the predecessor funds' fiscal year ended December 31, 2018, including the notes thereto and the report of KPMG LLP thereon, are incorporated by reference to the annual report to shareholders for the predecessor funds contained in the predecessor funds' Form N- CSR filed on February 25, 2019.
The portions of the Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.
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APPENDIX A
RATINGS OF DEBT SECURITIES
The following is a description of the factors underlying the debt ratings of Moody's, S&P, and Fitch.
Moody's 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:
Ba:
B:Obligations rated 'B' are considered speculative and are subject to high credit risk.
Caa:
Ca:
C:Obligations rated 'C' are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody's 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.
Moody's 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):
A-1
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Moody's 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 municipality's rating. Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales (i.e., the MIG and VMIG scales discussed below).
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer's 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. The components are a long-term rating and a short-term demand obligation rating. The long-term rating addresses the issuer's ability to meet scheduled principal and interest payments. The short-term demand obligation rating addresses the ability of the issuer or the liquidity provider to make payments associated with the purchase-price-upon-demand feature ("demand feature") of the VRDO. The short-term demand obligation rating uses the VMIG scale. VMIG ratings with liquidity support use as an input the short-term Counterparty Risk Assessment of the support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support. Transitions of VMIG ratings of demand obligations with conditional liquidity support differ from transitions on the Prime scale to reflect the risk that external liquidity support will terminate if the issuer's long-term rating drops below investment grade. Please see our methodology that discusses demand obligations with conditional liquidity support.
We typically assign the VMIG short-term demand obligation rating if the frequency of the demand feature
is less than every three years. If the frequency of the demand feature is less than three years but the purchase price is payable only with remarketing proceeds, the short-term demand obligation rating is "NR".
VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
A-2
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG:This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Standard & Poor's Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on S&P Global Ratings' analysis of the following considerations:
∙The likelihood of payment--the capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
∙The nature and provisions of the financial obligation, and the promise we impute; and
∙The protection afforded by, and relative position of, the financial obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
Issue ratings are an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA:An obligation rated 'AAA' has the highest rating assigned by S&P Global Ratings. The obligor's 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 obligor's 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 obligor's 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 obligor's 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
A-3
economic conditions which could lead to the obligor's 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 obligor's 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 obligation's rating is lowered to 'D' if it is subject to a distressed exchange offer.
Plus (+) or minus (-):
The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR: This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy.
Standard & Poor's Short-Term Issue Credit Ratings
A-1: An obligor rated 'A-1' has strong capacity to meet its financial commitments. It is rated in the highest category by S&P Global Ratings. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitments is extremely strong.
A-2: An obligor rated 'A-2' has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.
A-3: An obligor rated 'A-3' has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments.
B:An obligor 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 obligor's inadequate capacity to meet its financial commitments.
A-4
C:An obligor rated 'C' is currently vulnerable to nonpayment that would result in an 'SD' or 'D' issuer rating and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments.
SD and D:
An obligor is rated 'SD' (selective default) or 'D' if S&P Global Ratings considers there to be a default on one or more of its financial obligations, whether long- or short-term, including rated and unrated obligations but excluding hybrid instruments classified as regulatory capital or in nonpayment according to terms. A 'D' rating is assigned when S&P Global Ratings believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An 'SD' rating is assigned when S&P Global Ratings believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. A rating on an obligor is lowered to 'D' or 'SD' if it is conducting a distressed exchange offer.
Standard & Poor's Municipal Short-Term Note Ratings Definitions
An S&P Global Ratings U.S. municipal note rating reflects S&P Global Ratings' opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P Global Ratings' analysis will review the following considerations:
∙Amortization schedule -- the larger final maturity relative to other maturities, the more likely it will be treated as a note; and
∙Source of payment -- the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3: Speculative capacity to pay principal and interest.
D:'D' is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
Standard & Poor's Dual Ratings
Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or long- term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, 'AAA/A-1+' or 'A-1+/A-1'). With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, 'SP-1+/A-1+').
Fitch Credit Rating Scales
A-5
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.
Fitch's 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 agency's 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 Fitch's 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.
Fitch's 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 instrument's documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation's 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
A-6
Services are a notch-specific view using the primary rating scale of how an existing or potential rating may be changed by a given set of hypothetical circumstances. Rating Assessments are point-in-time opinions. Rating Assessments are not monitored; they are not placed on Watch or assigned an Outlook and are not published.
Fitch Long-Term Rating Scales
Issuer Default Ratings
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities in global infrastructure and project finance.
IDRs opine on an entity's 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 agency's view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.
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.
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-7
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 Fitch's opinion has experienced:
a.an uncured payment default or distressed debt exchange 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 agency's 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 issuer's financial obligations or local commercial practice.
Notes
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-Term IDR category, or to Long-Term IDR categories below 'B'.
Fitch Short-Term Rating Scales
A-8
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.
F1: Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
F2: Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments.
F3: Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B:Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C:High Short-Term Default Risk. Default is a real possibility.
RD: Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D:Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A-9
APPENDIX B
PERSONS TO WHOM INVESCO PROVIDES
NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
(as of February 6, 2020)
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.
Custodian and Securities Lender (each, respectively, 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
Citibank, N.A.
Custodian and Securities Lender (each, respectively, for certain
Invesco Funds)
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
Service Provider
(Europe) Ltd.
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)
Deutsche Bank Trust Company Americas
Custodian and Securities Lender (each, respectively, 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
B-1
Service Provider
Disclosure Category
Global Trend Alert
Analyst (for certain Invesco Funds)
Hattier, Sanford & Reynoir
Broker (for certain Invesco Funds)
Hutchinson, Shockey, Erley & Co.
Broker (for certain Invesco Funds)
ICI (Investment Company Institute)
Analyst (for certain Invesco Funds)
ICRA Online Ltd.
Rating & Ranking Agency (for certain Invesco Funds)
Lincoln Investment Advisors Corporation
Other
iMoneyNet, Inc.
Rating & Ranking Agency (for certain Invesco Funds)
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 Chase Bank
Custodian and Securities Lender (each, respectively, for certain
Invesco Funds)
J.P. Morgan Securities, Inc.
Analyst (for certain Invesco Funds)
J.P. Morgan Securities Inc.\Citigroup Global Markets
Lender (for certain Invesco Funds)
Inc.\JPMorgan Chase Bank, N.A.
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
Moody's 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 &
Securities Lender (for certain Invesco Funds)
Co. Incorporated
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)
B-2
Service Provider
Disclosure Category
RBC Dain Rauscher Incorporated
Broker (for certain Invesco Funds)
Reuters America LLC
Pricing Service (for certain Invesco Funds)
Rice Financial Products
Broker (for certain Invesco Funds)
Robert W. Baird & Co. Incorporated
Broker (for certain Invesco Funds)
RR Donnelley Financial
Financial Printer
Ryan Beck & Co.
Broker (for certain Invesco Funds)
SAMCO Capital Markets, Inc.
Broker (for certain Invesco Funds)
Seattle-Northwest Securities Corporation
Broker (for certain Invesco Funds)
Siebert Brandford Shank & Co., L.L.C.
Broker (for certain Invesco Funds)
Simon Printing Company
Financial Printer
Southwest Precision Printers, Inc.
Financial Printer
Southwest Securities
Broker (for certain Invesco Funds)
Standard and Poor's/Standard and Poor's Securities
Pricing Service and Rating and Ranking Agency (each,
Evaluations, Inc.
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)
UMB Bank, N.A.
Custodian and Securities Lender (each, respectively, for certain
Invesco Funds)
VCI Group Inc.
Financial Printer
Vining Sparks IBG
Broker (for Certain Invesco Funds)
W.H Mell Associates, Inc.
Broker (for certain Invesco Funds)
Wachovia National Bank, N.A.
Broker (for certain Invesco Funds)
Western Lithograph
Financial Printer
Wiley Bros. Aintree Capital L.L.C.
Broker (for certain Invesco Funds)
William Blair & Co.
Broker (for certain Invesco Funds)
XSP, LLC\Solutions Plus, Inc.
Software Provider
B-3
APPENDIX C
TRUSTEES AND OFFICERS
As of March 31, 2020
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 Trust's 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
Trustee
Principal Occupation(s)
Number
Other
Birth and
and/or
During Past 5 Years
of Funds
Trusteeship(s)/
Position(s) Held
Officer
in Fund
Directorship
with the Trust
Since
Complex
Held by
Overseen
Trustee/Director
by
During Past
Trustee
5 Years
Interested Trustee:
Martin L. Flanagan1
2007
Executive Director, Chief Executive Officer and
229
None
- 1960
President, Invesco Ltd. (ultimate parent of Invesco and
Trustee and Vice
a global investment management firm); Trustee and
Chair
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)
Independent Trustees
Bruce L. Crockett
1993
Chairman, Crockett Technologies Associates
229
Director and
1944
(technology consulting company)
Chairman of the
Trustee and Chair
Audit Committee,
Formerly: Director, Captaris (unified messaging
ALPS (Attorneys
provider); Director, President and Chief Executive
Liability
Officer, COMSAT Corporation; Chairman, Board of
Protection
1Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the Adviser.
C-1
Governors of INTELSAT (international communications
Society)
company); ACE Limited (insurance company);
(insurance
Independent Directors Council and Investment
company);
Company Institute: Member of the Audit Committee,
Director and
Investment Company Institute; Member of the
Member of the
Executive Committee and Chair of the Governance
Audit Committee
Committee, Independent Directors Council
and
Compensation
Committee,
Ferroglobe PLC
(metallurgical
company)
David C. Arch
2010
Chairman of Blistex Inc. (consumer health care
229
Board member of
1945
products manufacturer); Member, World Presidents'
the Illinois
Trustee
Organization
Manufacturers'
Association
Beth Ann Brown
2019
Independent Consultant
229
Director, Board of
1968
Directors of
Trustee
Formerly: Head of Intermediary Distribution, Managing
Caron
Director, Strategic Relations, Managing Director, Head
Engineering Inc.;
of National Accounts, Senior Vice President, National
Advisor, Board of
Account Manager and Senior Vice President, Key
Advisors of
Account Manager, Columbia Management Investment
Caron
Advisers LLC; Vice President, Key Account Manager,
Engineering Inc.;
Liberty Funds Distributor, Inc.; and Trustee of certain
President and
Oppenheimer Funds
Director, Acton
Shapleigh Youth
Conservation
Corps (non -
profit); and
President and
Director of
Grahamtastic
Connection (non-
profit)
Jack M. Fields
1997
Chief Executive Officer, Twenty First Century Group,
229
Member, Board
1952
Inc. (government affairs company); and Chairman,
of Directors of
Trustee
Discovery Learning Alliance (non-profit)
Baylor College of
Medicine
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
Cynthia Hostetler
2017
Non-Executive Director and Trustee of a number of
229
Vulcan Materials
1962
public and private business corporations
Company
Trustee
(construction
materials
Formerly: Director, Aberdeen Investment Funds (4
company); Trilinc
portfolios); Head of Investment Funds and Private
Global Impact
Equity, Overseas Private Investment Corporation;
Fund; Genesee &
President, First Manhattan Bancorporation, Inc.;
Wyoming, Inc.
(railroads); Artio
C-2
Attorney, Simpson Thacher & Bartlett LLP
Global
Investment LLC
(mutual fund
complex); Edgen
Group, Inc.
(specialized
energy and
infrastructure
products
distributor);
Investment
Company
Institute
(professional
organization);
Independent
Directors Council
(professional
organization)
Eli Jones 1961
2016
Professor and Dean, Mays Business School - Texas
229
Insperity, Inc.
Trustee
A&M University
(formerly known
as Administaff)
Formerly: Professor and Dean, Walton College of
(human
Business, University of Arkansas and E.J. Ourso
resources
College of Business, Louisiana State University;
provider)
Director, Arvest Bank
Elizabeth
2019
Formerly: Principal and Chief Regulatory Advisor for
229
Trustee of the
Krentzman 1959
Asset Management Services and U.S. Mutual Fund
University of
Trustee
Leader of Deloitte & Touche LLP; General Counsel of
Florida National
the Investment Company Institute (trade association);
Board
National Director of the Investment Management
Foundation;
Regulatory Consulting Practice, Principal, Director and
Member of the
Senior Manager of Deloitte & Touche LLP; Assistant
Cartica Funds
Director of the Division of Investment Management -
Board of
Office of Disclosure and Investment Adviser
Directors (private
Regulation of the U.S. Securities and Exchange
investment
Commission and various positions with the Division of
funds); Member
Investment Management Office of Regulatory Policy
of the University
of the U.S. Securities and Exchange Commission;
of Florida Law
Associate at Ropes & Gray LLP; and Trustee of
Center
certain Oppenheimer Funds
Association, Inc.
Board of
Trustees and
Audit Committee
Member
Anthony J.
2019
Formerly: Director and Member of the Audit
229
Blue Hills Bank;
LaCava, Jr. 1956
Committee, Blue Hills Bank (publicly traded financial
Chairman,
Trustee
institution) and Managing Partner, KPMG LLP
Bentley
University;
Member,
Business School
Advisory Council;
and Nominating
Committee,
KPMG LLP
C-3
Prema Mathai-
1998
Retired
229
None
Davis 1950
Formerly: Co-Founder & Partner of Quantalytics
Trustee
Research, LLC, (a FinTech Investment Research
Platform for the Self-Directed Investor)
Joel W. Motley
2019
Director of Office of Finance, Federal Home Loan Bank
229
Member of Board
1952
System; Member of the Vestry of Trinity Wall Street;
of Greenwall
Trustee
Managing Director of Carmona Motley Inc. (privately
Foundation
held financial advisor); Member of the Council on
(bioethics
Foreign Relations and its Finance and Budget
research
Committee; Chairman Emeritus of Board of Human
foundation) and
Rights Watch and Member of its Investment
its Investment
Committee; and Member
Committee;
of Investment Committee and Board of Historic
Member of Board
Hudson Valley (non-profit cultural organization)
of Friends of the
LRC (non-profit
Formerly: Managing Director of Public Capital
legal advocacy);
Advisors, LLC (privately held financial advisor);
Board Member
Managing Director of Carmona Motley Hoffman, Inc.
and Investment
(privately held financial advisor); Trustee of certain
Committee
Oppenheimer Funds; and Director of Columbia Equity
Member of
Financial Corp. (privately held financial advisor)
Pulitzer Center
for Crisis
Reporting (non-
profit journalism)
Teresa M. Ressel
2017
Non-executive director and trustee of a number of
229
Atlantic Power
1962
public and private business corporations
Corporation
Trustee
(power
Formerly: Chief Financial Officer, Olayan America,
generation
The Olayan Group (international
company); ON
investor/commercial/industrial); Chief Executive
Semiconductor
Officer, UBS Securities LLC; Group Chief Operating
Corp.
Officer, Americas, UBS AG; Assistant Secretary for
(semiconductor
Management & Budget and CFO, US Department of
supplier)
the Treasury
Ann Barnett Stern
2017
President and Chief Executive Officer, Houston
229
Federal Reserve
1957
Endowment Inc. (private philanthropic institution)
Bank of Dallas
Trustee
Formerly: Executive Vice President and General
Counsel, Texas Children's Hospital; Attorney, Beck,
Redden and Secrest, LLP; Business Law Instructor,
University of St. Thomas; Attorney, Andrews & Kurth
LLP
Robert C. Troccoli
2016
Retired
229
None
1949
Trustee
Formerly: Adjunct Professor, University of Denver
Daniels College of Business; Senior Partner, KPMG
LLP
Daniel S. Vandivort
2019
Treasurer, Chairman of the Audit and Finance
229
Chairman and
1954
Committee, and Trustee, Board of Trustees,
Lead
Trustee
Huntington Disease Foundation of America; and
Independent
President, Flyway Advisory Services LLC (consulting
Director,
and property management)
Chairman of the
Audit Committee,
Formerly: Trustee and Governance Chair, of certain
and Director,
Oppenheimer Funds
Board of
C-4
Directors, Value
Line Funds
James D. Vaughn
2019
Retired
229
Board member
1945
and Chairman of
Trustee
Formerly: Managing Partner, Deloitte & Touche LLP;
Audit Committee
Trustee and Chairman of the Audit Committee,
of AMG National
Schroder Funds; Board Member, Mile High United
Trust Bank;
Way, Boys and Girls Clubs, Boy Scouts, Colorado
Trustee and
Business Committee for the Arts, Economic Club of
Investment
Colorado and Metro Denver Network (economic
Committee
development corporation); and Trustee of certain
member,
Oppenheimer Funds
University of
South Dakota
Foundation;
Board member,
Audit Committee
Member and past
Board Chair,
Junior
Achievement
(non-profit)
Christopher L.
2017
Retired
229
ISO New
Wilson
England, Inc.
1957
Formerly: Director, TD Asset Management USA Inc.
(non-profit
Trustee, Vice Chair
(mutual fund complex) (22 portfolios); Managing
organization
and Chair
Partner, CT2, LLC (investing and consulting firm);
managing
Designate
President/Chief Executive Officer, Columbia Funds,
regional
Bank of America Corporation; President/Chief
electricity market)
Executive Officer, CDC IXIS Asset Management
Services, Inc.; Principal & Director of Operations,
Scudder Funds, Scudder, Stevens & Clark, Inc.;
Assistant Vice President, Fidelity Investments
Officers
Sheri Morris
1999
Head of Global Fund Services, Invesco Ltd.; President,
N/A
N/A
1964
Principal Executive Officer and Treasurer, The Invesco
President, Principal
Funds; Vice President, Invesco Advisers, Inc. (formerly
Executive Officer
known as Invesco Institutional (N.A.), Inc.) (registered
and Treasurer
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; and Vice
President, OppenheimerFunds, Inc.
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
C-5
Exchange-Traded Fund Trust and Invesco Actively
Managed Exchange-Traded Fund Trust
Russell C. Burk
2005
Senior Vice President and Senior Officer, The Invesco
N/A
N/A
1958
Funds
Senior Vice
President and
Senior Officer
Jeffrey H. Kupor
2018
Head of Legal of the Americas, Invesco Ltd.; Senior
N/A
N/A
1968
Vice President and Secretary, Invesco Advisers, Inc.
Senior Vice
(formerly known as Invesco Institutional (N.A.), Inc.)
President, Chief
(registered investment adviser); Secretary, Invesco
Legal Officer and
Distributors, Inc. (formerly known as Invesco AIM
Secretary
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
Formerly: Senior Vice President, Invesco Distributors,
Inc.; Secretary and 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.
C-6
Andrew R.
2019
Head of the Americas and Senior Managing Director,
N/A
N/A
Schlossberg
Invesco Ltd.; Director and Senior Vice President,
1974
Invesco Advisers, Inc. (formerly known as Invesco
Senior Vice
Institutional (N.A.), Inc.) (registered investment
President
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
John M. Zerr
2006
Chief Operating Officer of the Americas; Senior Vice
N/A
N/A
1962
President, Invesco Advisers, Inc. (formerly known as
Senior Vice
Invesco Institutional (N.A.), Inc.) (registered investment
President
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); President, Invesco, Inc.; President, Invesco
Global Direct Real Estate Feeder GP Ltd.; President,
Invesco IP Holdings (Canada) Ltd; President, Invesco
Global Direct Real Estate GP Ltd.; President, Invesco
C-7
Financial Services Ltd. / Services Financiers Invesco
Ltée; and President, Trimark Investments
Ltd./Placements Trimark Ltée
Formerly: Director and Senior Vice President, Invesco
Management Group, Inc. (formerly known as Invesco
AIM Management Group, Inc.); Secretary and General
Counsel, Invesco Management Group, Inc. (formerly
known as Invesco AIM Management Group, Inc.);
Secretary, Invesco Investment Services, Inc. (formerly
known as Invesco AIM Investment Services, Inc.);
Chief Legal Officer and Secretary, The Invesco Funds;
Secretary and General Counsel, Invesco Investment
Advisers LLC (formerly known as Van Kampen Asset
Management); Secretary and General Counsel,
Invesco Capital Markets, Inc. (formerly known as Van
Kampen Funds Inc.); Chief Legal Officer, Invesco
Exchange-Traded Fund Trust, Invesco Exchange-
Traded Fund Trust II, Invesco India Exchange-Traded
Fund Trust, Invesco Actively Managed Exchange-
Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Commodity Fund Trust and Invesco
Exchange-Traded Self-Indexed Fund Trust; Secretary,
Invesco Indexing LLC; Director, Secretary, General
Counsel and Senior Vice President, Van Kampen
Exchange Corp.; Director, Vice President and
Secretary, IVZ Distributors, Inc. (formerly known as
INVESCO Distributors, Inc.); Director and Vice
President, INVESCO Funds Group, Inc.; Director and
Vice President, Van Kampen Advisors Inc.; Director,
Vice President, Secretary and General Counsel, Van
Kampen Investor Services Inc.; Director and Secretary,
Invesco Distributors, Inc. (formerly known as Invesco
AIM Distributors, Inc.); Director, Senior Vice President,
General Counsel and Secretary, Invesco AIM
Advisers, Inc. and Van Kampen Investments Inc.;
Director, Vice President and Secretary, Fund
Management Company; Director, Senior Vice
President, Secretary, General Counsel and Vice
President, Invesco AIM Capital Management, Inc.;
Chief Operating Officer and General Counsel, Liberty
Ridge Capital, Inc. (an investment adviser)
Gregory G.
2012
Senior Managing Director, Invesco Ltd.; Director,
N/A
N/A
McGreevey - 1962
Chairman, President, and Chief Executive Officer,
Senior Vice
Invesco Advisers, Inc. (formerly known as Invesco
President
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 and Invesco
Managed Accounts, LLC
Formerly: Senior Vice President, Invesco
Management Group, Inc. and Invesco Advisers, Inc.;
Assistant Vice President, The Invesco Funds
C-8
Kelli Gallegos
2008
Principal Financial and Accounting Officer
N/A
N/A
1970
Investments Pool, Invesco Specialized Products, LLC;
Vice President,
Vice President, Principal Financial Officer and
Principal Financial
Assistant Treasurer, The Invesco Funds; Principal
Officer and
Financial and Accounting Officer Pooled
Assistant Treasurer
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; Vice President, Invesco
Advisers, Inc.
Formerly: Assistant Treasurer, Invesco Specialized
Products, LLC; 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
Crissie M. Wisdom
2013
Anti-Money Laundering and OFAC Compliance Officer
N/A
N/A
1969
for Invesco U.S. entities including: Invesco Advisers,
Anti-Money
Inc. and its affiliates, Invesco Capital Markets, Inc.,
Laundering
Invesco Distributors, Inc., Invesco Investment
Compliance Officer
Services, Inc., The Invesco Funds, Invesco Capital
Management, LLC, Invesco Trust Company;
OppenheimerFunds Distributor, Inc., and Fraud
Prevention Manager for Invesco Investment Services,
Inc.
Robert R. Leveille
2016
Chief Compliance Officer, Invesco Advisers, Inc.
N/A
N/A
1969
(registered investment adviser); and Chief Compliance
Chief Compliance
Officer, The Invesco Funds
Officer
Formerly: Chief Compliance Officer, Putnam
Investments and the Putnam Funds
C-9
2Includes total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds.
C-10
APPENDIX D
TRUSTEE COMPENSATION TABLE
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, 2019, unless otherwise noted. The information below also provides information regarding compensation paid to Russell Burk, the Fund's Senior Vice President and Senior Officer, and Robert Leveille, the Fund's Chief Compliance Officer, during the year ended December 31, 2019.
Retirement
Benefits
Estimated
Total
Aggregate
Accrued
Annual
Compensation
Compensation
by All
Benefits
From All
Trustee
From the
Invesco
Upon
Invesco
Trust(1)
Funds
Retirement(2)
Funds(3)
Independent Trustees(4)
David C. Arch
$34,121
-
$205,000
$ 410,486
Beth A. Brown (6)
13,813
-
-
191,316
Bruce L. Crockett
55,856
-
205,000
679,516
Jack M. Fields
33,716
-
205,000
409,378
Cynthia Hostetler
31,175
-
-
374,320
Eli Jones
32,548
-
-
391,836
Elizabeth Krentzman (6)
14,132
-
-
192,066
Anthony J. LaCava Jr. (5)
24,872
-
-
306,732
Prema Mathai-Davis
33,460
-
205,000
406,878
Joel W. Motley (6)
13,504
-
-
188,066
Teresa M. Ressel
30,556
-
-
368,728
Ann Barnett Stern
32,767
-
-
397,070
Robert C. Troccoli
31,289
-
-
376,336
Daniel S. Vandivort (6)
15,314
-
-
206,709
James D. Vaughn (6)
15,396
-
-
205,066
Christopher L. Wilson
34,653
-
-
432,974
Officers
Russell Burk
84,620
-
-
N/A
Bob Leveille
68,392
-
-
N/A
1
2
3
4
5
6
Amounts shown are based on the fiscal year ended December 31, 2019. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2019, including earnings, was $121,674. The table also provides the compensation paid by the Trust to certain Officers for the fiscal year ended December 31, 2019.
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.
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, unless otherwise noted.
On December 31, 2019, Mr. Raymond Stickel, Jr. retired. During the fiscal year ended December 31, 2019, compensation from the Trust for Mr. Stickel was $34,314.
Mr. LaCava was appointed as Trustee of the Trust effective March 1, 2019.
Mss. Brown and Krentzman and Messrs. Motley, Vandivort, and Vaughn were appointed as Trustees for all open-ended funds in the Invesco Fund Complex (which includes all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Adviser's parent company, Invesco Ltd.) and Invesco Senior Loan Fund effective June 10, 2019 and were appointed as Trustees for all closed-end funds in the Invesco Fund Complex effective September 17, 2019.
D-1
APPENDIX E
PROXY VOTING POLICIES AND PROCEDURES
Invesco's 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.
Invesco's Policy Statement on Global Corporate Governance and Proxy Voting
February, 2020
I.Guiding Principles and Philosophy
Public companies hold shareholder meetings, attended by the company's executives, directors, and shareholders, during which important issues, such as appointments to the company's 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 company's 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. Invesco's 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 Invesco's regional investment centers.
Invesco investment teams vote proxies on behalf of Invesco-sponsored funds and both fund 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 Invesco's corporate governance approach, broad philosophy and guiding principles that inform the proxy voting practices of Invesco's 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 and Index Strategies
For proxies held by certain client accounts managed in accordance with fixed income, money market and index strategies (including exchange traded funds), Invesco will typically vote in line with the majority holder of the active-equity shares held by Invesco outside of those strategies ("Majority Voting"). In this manner Invesco seeks to leverage the active-equity expertise and comprehensive proxy voting reviews conducted by teams employing active-equity strategies, which typically incorporate analysis of proxy issues as a core component of the investment process. Portfolio managers for accounts employing Majority Voting still retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of those accounts, absent certain types of conflicts of interest, which are discussed elsewhere in this Policy. When there are no corresponding active-equity shares held by Invesco, the proxies for those strategies 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 Invesco's clients or vendors. Under Invesco's 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 Invesco's products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts). Invesco's 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 interest of clients, applying them to vote client proxies should, in most instances, resolve any potential conflict of interest. As an additional safeguard, persons from Invesco's marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.'s pecuniary interest when voting proxies on behalf of clients.
2
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships.
All Invesco personnel with proxy voting responsibilities are required to report any known personal conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Other Conflicts of Interest
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. Shares of an unaffiliated registered fund held by one or more Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund as required by federal securities law or any exemption therefrom. Additionally, Invesco or its Funds may vote proportionally in other cases where required by law.
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, methodologies for formulating voting recommendations, the adequacy and quality of staffing, personnel and technology, as applicable, 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 Invesco's 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 Invesco's Global Head of ESG. 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 respective investment team, are responsible for voting proxies for the securities the team manages
1Generally 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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(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. fund boards) provide oversight of the proxy process. The Global IPAC and Invesco's proxy administration and governance team, compliance and legal teams annually 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 Global Head of ESG 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 will vote proxies. However, in certain circumstances, Invesco may refrain from voting where the economic or other opportunity costs of voting exceeds any benefit to clients. Such circumstances could include, for example:
•If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities;
•In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities ("share blocking"). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the client
(s) of voting a specific proxy outweighs the client's temporary inability to sell the security; or
•Some companies require a representative to attend meetings in person to vote a proxy. Invesco may determine that the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy.
In addition, there may be instances in which Invesco is unable to vote all of its clients' proxies despite using commercially reasonable efforts to do so. For example, Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In other cases, voting may not be practicable due to operational limitations. In such cases, Invesco may choose not to vote, to abstain from voting,
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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.
VIII. Proxy Voting Guidelines
The following guidelines describe Invesco's general positions on various proxy voting issues. The guidelines are not intended to be exhaustive or prescriptive. As noted above, Invesco's 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 Invesco's 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 company's business and will generally support a board's 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 company's 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 company's 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 company's 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 company's 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:
•Gender pay gap proposals
•Political contributions disclosure/political lobbying disclosure/political activities and action
•Data security, privacy, and internet issues
•Report on climate change/climate change action
•Gender diversity on boards
C. Capitalization Structure Issues
i.Stock Issuances
Invesco generally supports a board's 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 board's 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 company's industry and performance in terms of shareholder returns.
iii.Share Repurchases
Invesco generally supports a board's 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:
•Adopt proxy access right
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•Require independent board chairperson
•Provide right to shareholders to call special meetings
•Provide right to act by written consent
•Submit shareholder rights plan (poison pill) to shareholder vote
•Reduce supermajority vote requirement
•Remove antitakeover provisions
•Declassify the board of directors
•Require a majority vote for election of directors
•Require majority of independent directors on the board
•Approve executive appointment
•Adopt exclusive forum provision
Invesco generally supports a board's discretion to amend a company's articles concerning routine matters, such as formalities relating to shareholder meetings. Invesco generally opposes non-routine amendments to a company's 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 board's key committees are fully independent, effective and balanced. Key committees include the audit, compensation/remuneration and governance/nominating committees. Invesco's standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.
2.Director Nominees in Contested Elections
Invesco recognizes that short-term investment sentiments influence the corporate governance landscape and may influence companies in Invesco clients' portfolios and more broadly across the market. Invesco recognizes that short-term investment sentiment may conflict with long-term value creation and as such looks at each proxy contest matter on a case by case basis, considering factors such as:
•Long-term financial performance of the company relative to its industry 7
•Management's track record
•Background to the proxy contest
•Qualifications of director nominees (both slates)
•Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met
•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 company's directors. Invesco generally supports shareholder proposals relating to the competence of directors that are in the best interest of the company's 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 CEO's 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 board's 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 directors. Accordingly, unless there is insufficient information to make a decision about the nature of the proposal, Invesco will generally support a board's discretion regarding proposals to limit
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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:
•a designated lead director, appointed from the ranks of the independent board members, with an established term of office and clearly delineated powers and duties
•a majority of independent directors
•completely independent key committees
•committee chairpersons nominated by the independent directors
•CEO performance reviewed annually by a committee of independent directors
•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 company's board. Invesco generally opposes such proposals as unnecessary where the company has adopted a majority voting standard. However, Invesco generally supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.
8.Staggered Boards/Annual Election of Directors
Invesco generally supports proposals to elect each director annually rather than electing directors to staggered multi-year terms because annual elections increase a board's level of accountability to its shareholders.
9.Board Size
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Invesco believes that the number of directors is an important factor to consider when evaluating the board's 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 board's 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 company's Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company's internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company's Audit Committee, or when ratifying a company's auditors, Invesco considers the past performance of the Audit Committee and holds its members accountable for the quality of the company's financial statements and reports.
2.Auditor Indemnifications
A company's independent auditors play a critical role in ensuring and attesting to the integrity of the company's 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. Invesco's support for the re-appointment of the auditors will take into consideration the availability of adequate disclosure concerning the amount and nature of audit versus non- audit fees. Invesco generally will support proposals that call for this disclosure if it is not already being made.
E.Remuneration and Incentives
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders' long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain
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objectionable structural features, and plans that appear likely to reduce the value of the client's investment.
i. Independent Compensation/Remuneration Committee
Invesco believes that an independent, experienced and well-informed compensation/remuneration committee is critical to ensuring that a company's 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 management's 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 company's 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 stock's 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 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.
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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:
•Provide right to act by written consent
•Provide right to call special meetings
•Adopt fair price provision
•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 the company from involuntary bankruptcy. However, Invesco will generally oppose proposals to change a company's 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
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Invesco Advisers, Inc.
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PROXY VOTING GUIDELINES |
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Breach of fiduciary duty to client under Investment Advisers Act of 1940 |
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by placing Invesco's interests ahead of client's best interests in voting |
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U.S. Investment Advisers Act of 1940, as amended |
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April 19, 2016 |
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Invesco Advisers, Inc., Invesco Funds Board |
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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 IVZ's 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 Invesco's 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.
Invesco's 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. Invesco's 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 Invesco's 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, Invesco's proxy administration team will investigate the matter to determine the cause, evaluate the adequacy of the proxy advisory firm's 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 Invesco's general positions on various common proxy issues. The guidelines are not intended to be exhaustive or prescriptive. Invesco's 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 board's 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. Invesco's 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 company's 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 company's audit committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company's internal controls. Independence, experience and financial expertise are critical elements of a well-functioning audit committee. When electing directors who are members of a company's audit committee, or when ratifying a company's auditors, Invesco considers the past performance of the committee and holds its members accountable for the quality of the company's 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 board's 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 company's 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 proponent's 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 company's 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 Client's 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 company's 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 company's 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 committee's accountability to shareholders, Invesco generally supports proposals requesting that companies subject each year's compensation record to an advisory shareholder vote, or so-called "say on pay" proposals.
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Equity-based compensation plans
Invesco generally votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock's 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 company's 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 company's stated reasons for the request. Except where the request could adversely affect the Client's ownership stake or voting rights, Invesco generally supports a board's 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 company's 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 company's 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 board's 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 Invesco's 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 Invesco's 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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Contents
Page
03Introduction
03What is the UK Stewardship Code?
03Our compliance with the Stewardship Code
04Introduction to the principles of the Stewardship Code
05Principle 1:
Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
06Principle 2:
Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.
07Principle 3:
Institutional investors should monitor their investee companies.
08Principle 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.
09Principle 5:
Institutional investors should be willing to act collectively with other investors where appropriate
09Principle 6:
Institutional investors should have a clear policy on voting and disclosure of voting activity
11Principle 7:
Institutional investors should report periodically on their stewardship and voting activities
11Further information/useful links
11Key contact details for matters concerning stewardship
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UK Stewardship Policy
Introduction
This paper describes Invesco's approach to stewardship in the UK and in particular how our policy and procedures meet the requirements of the Financial Reporting Council's (FRC) UK Stewardship Code (the Code). Its purpose is to increase understanding of the philosophy, beliefs and practices that drive the Henley Investment Centre's behaviours as a significant institutional investor in markets around the world.
Invesco's 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 FRC's 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 Centre's 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 management's 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 Centre's 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 FRC's Stewardship code, or details why we have chosen to take a different approach, where relevant.
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Scope
The scope of this policy covers all portfolios that are managed by the 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 Invesco's 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.
- "Principle5: - "Principle6: - "Principle7:
Institutional investors should be willing to act collectively with other investors where appropriate. Institutional investors should have a clear policy on voting and disclosure of voting activity. Institutional investors should report periodically on their stewardship and voting activities.
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Principle 1
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 investor's 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 investor's stewardship responsibilities and what steps the investor has taken to ensure that they are carried out in a manner consistent with the approach to stewardship set out in the statement.
The disclosure should describe arrangements for integrating stewardship within the wider investment process.
Invesco's Investors' approach:
The Henley Investment Centre complies with Principle 1 by publishing Invesco's 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:
-Nomination and audit committees
-Remuneration policies, reporting and directors' remuneration
-Board balance and structure
-Financial reporting principles
-Internal control system and annual review of its effectiveness
-Dividend and Capital Management policies
-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 Centre's 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.
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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 manager's 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:
-The degree to which the company's stated position on the issue could affect its reputation and/or sales, or leave it vulnerable to boycott or selective purchasing
-Peer group response to the issue in question
-Whether implementation would achieve the objectives sought in the proposal
-Whether the matter is best left to the Board's discretion
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.
Guidance
An institutional investor's duty is to act in the interests of its clients and/or beneficiaries.
Conflicts of interest will inevitably arise from time to time, which may include when voting on matters affecting a parent company or client.
Institutional investors should put in place, maintain and publicly disclose a policy for identifying and managing conflicts of interest with the aim of taking all reasonable steps to put the interests of their client or beneficiary first. The policy should also address how matters are handled when the interests of clients or beneficiaries diverge from each other.
Invesco's 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 Invesco's clients or vendors. Under Invesco's 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 Invesco's products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts). Invesco's 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).
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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 Invesco's 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.
Principle 3
Institutional investors should monitor their investee companies.
Guidance
Effective monitoring is an essential component of stewardship. It should take place regularly and be checked periodically for effectiveness.
When monitoring companies, institutional investors should seek to:
-Keep abreast of the company's performance;
-Keep abreast of developments, both internal and external to the company, that drive the company's value and risks;
-Satisfy themselves that the company's leadership is effective;
-Satisfy themselves that the company's board and committees adhere to the spirit of the UK Corporate Governance Code, including through meetings with the chairman and other board members;
-Consider the quality of the company's reporting; and
-Attend the General Meetings of companies in which they have a major holding, where appropriate and practicable
Institutional investors should consider carefully explanations given for departure from the UK Corporate Governance Code and make reasoned judgements in each case. They should give a timely explanation to the company, in writing where appropriate, and be prepared to enter a dialogue if they do not accept the company's 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 company's board or management are made aware.
Institutional investors may or may not wish to be made insiders. An institutional investor who may be willing to become an insider should indicate in its stewardship statement the willingness to do so, and the mechanism by which this could be done.
Institutional investors will expect investee companies and their advisers to ensure that information that could affect their ability to deal in the shares of the company concerned is not conveyed to them without their prior agreement.
Invesco's Investors' approach:
Through the Henley Investment Centre's 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.
-Our investment teams regularly review company filings and publicly available information to gain a fuller understanding of the relevant company.
-We also attend public meetings that companies call in order to hear from company boards and to discuss topics with other company shareholders on an informal basis.
-Our investment teams also utilise research provided by market participants on the companies that we invest in. This allows us to understand what other participants in the capital markets think about those companies, and helps us develop a more rounded view. Invesco expenses research costs.
-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.
Invesco's 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 Invesco's global business results in all of Invesco's 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.
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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 Centre's 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 Centre's 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.
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.
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 company's strategy, performance, governance, remuneration or approach to risks, including those that may arise from social and environmental matters.
Initial discussions should take place on a confidential basis. However, if companies do not respond constructively when institutional investors intervene, then institutional investors should consider whether to escalate their action, for example, by:
-Holding additional meetings with management specifically to discuss concerns;
-Expressing concerns through the company's advisers;
-Meeting with the chairman or other board members;
-Intervening jointly with other institutions on particular issues;
-Making a public statement in advance of General Meetings;
-Submitting resolutions and speaking at General Meetings; and
-Requisitioning a General Meeting, in some cases proposing to change board membership
Invesco's Investors' approach:
The Henley Investment Centre's 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:
-Meeting with non-executive members of company boards to discuss our concerns
-Attendance and active participation at company annual general meetings (AGMs)
-Writing of letters to company boards expressing our concerns and requiring action to be taken
-Votes against management through the use of proxy voting on company resolutions
On occasions where a fund manager believes an issue is significant enough to be escalated, we will ensure the relevant internal resources are made available to support the fund manager in securing the most appropriate outcome for our clients.
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Examples of issues that would prompt us to escalate our concerns may include:
-Poor examples of corporate governance practice within companies – for example where management structures are created that increase conflicts of interest, or leave management control in the hands of dominant shareholders.
-Concerns over remuneration policies at companies where those policies do not align with the ongoing positive growth of the company. This may include us exercising our proxy votes against the reappointment of chairs of the remuneration committees in order to express our concerns.
-Where the strategic direction of companies that we invest in changes significantly, and does not match with the original investment rationale that attracted us to the company in the first place, and where we believe that the new strategy will no longer return the best value to shareholders, and ultimately to our clients.
-Where Board structure or individual composition at an investee 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.
Principle 5
Institutional investors should be willing to act collectively with other investors where appropriate
Guidance
At times collaboration with other investors may be the most effective manner in which to engage.
Collective engagement may be most appropriate at times of significant corporate or wider economic stress, or when the risks posed threaten to destroy significant value.
Institutional investors should disclose their policy on collective engagement, which should indicate their readiness to work with other investors through formal and informal groups when this is necessary to achieve their objectives and ensure companies are aware of concerns. The disclosure should also indicate the kinds of circumstances in which the institutional investor would consider participating in collective engagement.
Invesco's 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.
Principle 6
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.
Invesco's 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. Invesco's 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.
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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 Invesco's 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 Invesco's 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:
-Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting or to vote in accordance with proxy advisor recommendations
-If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities
-In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities ("share blocking"). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the clients of voting a specific proxy outweighs the clients' temporary inability to sell the security
-Some companies require a representative to attend meetings in person in order to vote a proxy. In such cases, Invesco may determine that the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy
Approach to Stock Lending
The Henley Investment Centre does not enter into stock lending arrangements.
Henley Investment Centre |
11 |
UK Stewardship Policy
Principle 7
Institutional investors should report periodically on their stewardship and voting activities Guidance
Institutional investors should maintain a clear record of their stewardship activities.
Asset managers should regularly account to their clients or beneficiaries as to how they have discharged their responsibilities. Such reports will be likely to comprise qualitative as well as quantitative information. The particular information reported and the format used, should be a matter for agreement between agents and their principals.
Asset owners should report at least annually to those to whom they are accountable on their stewardship policy and its execution.
Transparency is an important feature of effective stewardship. Institutional investors should not, however, be expected to make disclosures that might be counterproductive. Confidentiality in specific situations may well be crucial to achieving a positive outcome.
Asset managers that sign up to this Code should obtain an independent opinion on their engagement and voting processes having regard to an international standard or a UK framework such as AAF 01/062. The existence of such assurance reporting should be publicly disclosed. If requested, clients should be provided access to such assurance reports.
Invesco's 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.
•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 board's 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
•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.
•We view following candidates for outside directors are not enough independent;
•Candidates who have been working for following companies during the last 10 years or relatives of those people.
•The subject company
•Subsidiary of the subject company
•Parent of the subject company
•Candidates who have been working for following companies during the last five years or relatives of those people.
•Shareholders who own more than 10% of the subject company
•Principal loan lender
•Principal securities broker
•Major business relationship
•Auditor of the subject company
•Audit companies, consulting companies or any related service providers which have any consulting contracts with the subject company
•Any other counterparts which have any interests in the subject company
•We further scrutinize the independence of candidates who are regarded as not independent enough, even though those are not categorized the case listed above.
•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.
•We judge independence based on the independence criteria stipulated by the stock exchange, with focus on whether independence is substantially secured. We consider each company's 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.
•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.
•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.
•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.
•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.
•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
•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.
•We take into account not only the number of attendance but reasons for nomination and substantial contribution, if disclosed.
•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
•We consider voting against reelection of director candidates, if the subject company made a loss for the three-consecutive year during their tenure.
•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.
•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
•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.
•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.
•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.
•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.
•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
•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.
•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.
•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
•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
•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.
•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 company's 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 shareholder's meeting and also the reason for such case is not enough disclosed and reasonably explained.
•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.
•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.
•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.
•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
•We generally vote against non-independent outside statutory auditors.
•The person who has no relationship with the subject company other than being elected as a statutory auditor is regarded as independent.
•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
•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.
•We take into account not only the number of attendance but reasons for nomination and substantial contribution, if disclosed.
•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
•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
•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.
•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.
•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.
•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.
•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.
•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.
•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:
•It is judged that the accounting auditor has expressed incorrect opinions on financial conditions;
•In the case where there are concerns on the financial statements, the matters to be disclosed are not fully disclosed;
•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;
•In the case where excessive accounting audit costs are paid;
•It is judged that gross fraudulence or negligence of the accounting auditor is recognized.
•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.
•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
•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.
•We consider to vote against the proposals seeking approval for compensation and bonuses in the following cases:
•where negative correlation is seen between the business performance of the subject company and compensation and bonuses;
•where there exist problematic system and practices;
•where the aggregate amount of compensation and bonuses is not disclosed;
•where mismanagement is clear as shown by share price erosion or and significant deterioration in profit;
•where the person who is judged to be responsible for acts against the interest of shareholders is among recipients of compensation and bonuses.
•We generally vote for the proposals requesting disclosure of compensation and bonuses of individual directors.
•If any measures are implemented to secure transparency of the system other than individual disclosure, such measures are taken into account.
•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,
•We generally vote against bonuses for 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, 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
•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.
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•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;
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•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
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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.
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(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 director's 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.
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•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 Tokyo's 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
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. ICM's 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 Invesco's 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 Invesco's 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 Invesco's custom guidelines established in Invesco's 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, Invesco's vote execution agent.
2
Under this Policy, the Adviser retains the power to vote contrary to the recommendation of the Invesco Voting Process (for Overlapping Securities) or Invesco's 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 fund's 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.
3
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Invesco Asset Management (India) Pvt. Ltd. |
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Voting Policy |
Draft |
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Final |
Version |
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7 |
Effective Date |
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May 9, 2019 |
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 IAMI's 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. (except for companies which are held only in arbitrage 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 scrutinizer's 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 9, 2019
Next Date of Review: On or before May 31, 2020
Noted for Implementation: |
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Taher Badshah |
Sujoy Das |
Suresh Jakhotiya |
Head - Equity |
Head - Fixed Income |
Head - Compliance & Risk |
Neelesh Dhamnaskar |
Kavita Bhanej |
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Fund Manager |
Vice President - Operations |
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Noted: |
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Saurabh Nanavati |
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Ketan Ugrankar |
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Chief Executive Officer |
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COO & CFO |
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1.0 |
September 2, 2010 |
Initial Adoption of Voting Policy |
Suresh Jakhotiya |
Board of Religare Invesco AMC and |
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Trustees at board meetings held on |
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September 16, 2010. |
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2.0 |
June 28, 2011 |
Policy amended pursuant to SEBI |
Suresh Jakhotiya |
Board of Religare Invesco AMC and |
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e-mail dated June 23, 2011 |
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July 13, 2011. |
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3.0 |
May 23, 2014 |
Policy amended pursuant to SEBI |
Suresh Jakhotiya |
Board of Religare Invesco AMC and |
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circular dated March 24, 2014 |
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May 22, 2014 and May 23, 2014 |
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respectively. |
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3.1 |
July 5, 2016 |
Names of AMC and Trustee |
Suresh Jakhotiya |
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N.A. |
Company were changed to reflect new names and logo was changed
4 |
November 18, 2016 |
Amended Policy pursuant to SEBI |
Suresh Jakhotiya |
Board |
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ITPL |
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circular dated August 10, 2016 and for |
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meetings held on November 18, 2016 |
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SEC for registration as an advisor. |
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5 |
May 5, 2017 |
Reviewed and no changes to be made |
Suresh Jakhotiya |
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N.A. |
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6 |
May 31, 2018 |
Changes in the voting policy |
Suresh Jakhotiya |
Board |
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ITPL |
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guidelines. |
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meetings held on |
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7 |
May 9, 2019 |
Reviewed and changes made w.r.t |
Suresh Jakhotiya |
Will be placed before the Board of |
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voting for holdings in arbitrage fund |
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IAMI and ITC for noting at their |
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forthcoming meetings |
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APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust's 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 April 9, 2020.
Invesco Oppenheimer V.I. Capital Appreciation Fund
F-1
Talcott Resolution Life Insurance Company
Separate Account-
P.O. Box 5051
Hartford, CT 06102-5051
*Control Persons. As of April 13, 2020, Mass Mutual Life Insurance Co. ("Mass Mutual") beneficially owns 26.10% of the outstanding voting securities of the Fund. As such, Mass Mutual may be able to affect the outcome of certain matters presented for a shareholder vote. A withdrawal of an investment by Mass Mutual could adversely affect the Fund's expense ratio and/or lead to an increase in its portfolio turnover. Massachusetts Mutual Life Insurance Company is a global, diversified insurance and financial services organization organized in the state of Massachusetts.
Invesco Oppenheimer V.I. Conservative Balanced Fund
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Series I Shares |
Series II Shares |
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Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
Allstate Life Insurance Company |
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Allstate Advisor |
- |
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544 Lakeview Parkway, Suite L1B |
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Vernon Hills, IL 60061-1826 |
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Commonwealth Annuity & Life Insurance |
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Company |
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AFLIAC-VA |
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5801 SW 6th Avenue |
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Topeka, KS 66636-1001 |
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Delaware Life Insurance Company |
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MFS Regatta Masters |
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1601 Trapelo Road, Suite 30 |
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Waltham, MA 02451-7360 |
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Genworth Life & Annuity Insurance Company |
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Class 2 Shares |
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6620 W. Broad Street, Building 2 |
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Richmond, VA 23230-1721 |
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Genworth Life & Annuity Insurance Company |
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Commonwealth |
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6620 W. Broad Street, Building 2 |
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Richmond, VA 23230-1721 |
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F-2
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Series I Shares |
Series II Shares |
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Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
Genworth Life Insurance Company of New York |
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Class 2 Shares |
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6620 W. Broad Street, Building 2 |
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Richmond, VA 23230-1721 |
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Mass Mutual Life Insurance Company |
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Panorama Plus |
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1295 State Street |
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Springfield, MA 01111-0001 |
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Mass Mutual Life Insurance Company |
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PANORAMAQ* |
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1295 State Street |
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Springfield, MA 01111-0001 |
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Mass Mutual Life Insurance Company |
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PPREM |
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1295 State Street |
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Springfield, MA 01111-0001 |
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Monarch Life Insurance Company |
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Monarch Life Prod B |
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Mail Stop 4410 |
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4333 Edgewood Road NE |
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Cedar Rapids, IA 52499-0001 |
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Nationwide Insurance Company |
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NWVAII |
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c/o IPO Portfolio Accounting |
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P.O. Box 182029 |
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Columbus, OH 43218-2029 |
|
|
*Control Persons. As of April 13, 2020, Mass Mutual Life Insurance Co. ("Mass Mutual") beneficially owns 28.22% of the outstanding voting securities of the Fund. As such, Mass Mutual may be able to affect the outcome of certain matters presented for a shareholder vote. A withdrawal of an investment by Mass Mutual could adversely affect the Fund's expense ratio and/or lead to an increase in its portfolio turnover. Massachusetts Mutual Life Insurance Company is a global, diversified insurance and financial services organization organized in the state of Massachusetts.
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund
F-3
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
Mass Mutual Life Insurance Company |
|
|
Tran SL T2 |
- |
|
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
Trans-TS |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
VASA 3* |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
VASA 4 |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
MM SE2 Variable Products |
|
|
Transition Select II |
- |
|
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Midland National Life Insurance Company |
|
|
Separate Account C |
- |
|
4350 Westown Parkway |
|
|
|
|
|
WDM, IA 50266-1036 |
|
|
Nationwide Insurance Company |
|
|
NWVA9 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Talcott Resolution Life & Annuity Insurance |
|
|
Company |
|
|
Separate Account |
- |
|
P.O. Box 5051 |
|
|
Hartford, CT 06102-5051 |
|
|
*Control Persons. As of April 13, 2020, Mass Mutual Life Insurance Co. ("Mass Mutual") beneficially owns 41.22% of the outstanding voting securities of the Fund. As such, Mass Mutual may be able to affect the outcome of certain matters presented for a shareholder vote. A withdrawal of an investment by Mass Mutual could adversely affect the Fund's expense ratio and/or lead to an increase in its portfolio turnover. Massachusetts Mutual Life Insurance Company is a global, diversified insurance and financial services organization organized in the state of Massachusetts.
Invesco Oppenheimer V.I. Global Fund
F-4
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
Mass Mutual Life Insurance Company |
|
|
Trans-TS |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
VASA 3 |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Nationwide Insurance Company |
|
|
NWVAII |
|
|
c/o IPO Portfolio Accounting |
- |
|
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVAII |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVA9 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVLI-4 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Protective Life Insurance Company |
|
|
Protective VA |
|
|
2801 Highway 280 South |
- |
|
P.O. Box 2606 |
|
|
Birmingham, AL 35202-2606 |
|
|
Riversource Life Insurance Company |
|
|
RAVA |
- |
|
222 Ameriprise Financial Center |
|
|
|
|
|
Minneapolis, MN 55474-0002 |
|
|
Talcott Resolution Life & Annuity Insurance |
|
|
Company |
|
|
Separate Account |
- |
|
P.O. Box 5051 |
|
|
Hartford, CT 06102-5051 |
|
|
Talcott Resolution Life Insurance Company |
|
|
Separate Account |
- |
|
P.O. Box 5051 |
|
|
|
|
|
Hartford, CT 06102-5051 |
|
|
Invesco Oppenheimer V.I. Global Strategic Income Fund |
|
|
|
|
|
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
F-5
Invesco Oppenheimer V.I. International Growth Fund
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
F-6
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
CMFG Life Insurance Company |
|
|
CUNA VA |
- |
|
2000 Heritage Way |
|
|
|
|
|
Waverly, IA 50677-9208 |
|
|
CMFG Life Insurance Company |
|
|
GA Madison |
|
- |
2000 Heritage Way |
|
|
|
|
|
Waverly, IA 50677-9208 |
|
|
Jefferson National Life Insurance Company |
|
|
Separate Account |
- |
|
10350 Ormsby Park Place Suite 600 |
|
|
|
|
|
Louisville, KY 40223-6175 |
|
|
Lincoln Life Insurance Company |
|
|
Flex Prem VL A/C S |
|
|
Mutual Fund Admin Area 6H-02 |
- |
|
1300 S. Clinton Street |
|
|
Fort Wayne, IN 46802-3518 |
|
|
Mass Mutual Life Insurance Company |
|
|
Tran SL T2 |
- |
|
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
Tran-TS |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Midland National Life Insurance Company |
|
|
Separate Account C |
- |
|
4350 Westown Parkway |
|
|
|
|
|
WDM, IA 50266-1036 |
|
|
Minnesota Life Insurance Company |
|
|
Multiple Option VA |
- |
|
400 Robert Street N., Suite A |
|
|
|
|
|
Saint Paul, MN 55101-2099 |
|
|
Nationwide Insurance Company |
|
|
NWVAII |
|
|
c/o IPO Portfolio Accounting |
- |
|
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVLI-4 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
Private Placement |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Pacific Life Insurance Company |
|
|
Separate Account A |
- |
|
700 Newport Center Drive |
|
|
|
|
|
Newport Beach, CA 92660-6307 |
|
|
Invesco Oppenheimer V.I. Main Street Fund
F-7
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
Delaware Life Insurance Company |
|
|
MFS Regatta Masters |
- |
|
1601 Trapelo Road, Suite 30 |
|
|
|
|
|
Waltham, MA 02451-7360 |
|
|
Genworth Life & Annuity Insurance Company |
|
|
Class 2 Shares |
- |
|
6620 W. Broad Street, Building 2 |
|
|
|
|
|
Richmond, VA 23230-1721 |
|
|
Mass Mutual Life Insurance Company |
|
|
PANORAMAQ |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
PPREM |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mutual of America |
|
|
Separate Account 2 |
|
- |
320 Park Avenue, Floor 5 |
|
|
|
|
|
New York, NY 10022-6839 |
|
|
Nationwide Insurance Company |
|
|
NWVAII |
|
|
c/o IPO Portfolio Accounting |
- |
|
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVA9 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVLI-4 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Protective Life Insurance Company |
|
|
Protective VA |
|
|
2801 Highway 280 South |
- |
|
P.O. Box 2606 |
|
|
Birmingham, AL 35202-2606 |
|
|
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
|
F-8
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
Lincoln Benefit Life Company |
|
|
Variable Life |
|
- |
P. O. Box 94210 |
|
|
|
|
|
Palatine, IL 60094-4210 |
|
|
Nationwide Insurance Company |
|
|
NWVAII |
|
|
c/o IPO Portfolio Accounting |
- |
|
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVA9 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
NWVLI-4 |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Riversource Life Insurance Company |
|
|
RAVA |
- |
|
222 Ameriprise Financial Center |
|
|
|
|
|
Minneapolis, MN 55474-0002 |
|
|
Talcott Resolution Life & Annuity Insurance |
|
|
Company |
|
|
Separate Account |
- |
|
P.O. Box 5051 |
|
|
Hartford, CT 06102-5051 |
|
|
Voya Retirement Insurance & Annuity Company |
|
|
ALIAC-VAA |
|
|
Attn: Fund Operations |
|
- |
1 Orange Way B3N |
|
|
Windsor, CT 06095-4773 |
|
|
Invesco Oppenheimer V.I. Total Return Bond Fund |
|
F-9
|
Series I Shares |
Series II Shares |
|
|
|
Name and Address of Principal Holder |
Percentage Owned of Record |
Percentage Owned of Record |
Mass Mutual Life Insurance Company |
|
|
PPREM |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
SL10 |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Mass Mutual Life Insurance Company |
|
|
VULII 16 FAV 1 |
|
- |
1295 State Street |
|
|
|
|
|
Springfield, MA 01111-0001 |
|
|
Midland National Life Insurance Company |
|
|
Separate Account C |
- |
|
4350 Westown Parkway |
|
|
|
|
|
WDM, IA 50266-1036 |
|
|
Nationwide Insurance Company |
|
|
NWVAII |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Nationwide Insurance Company |
|
|
Private Placement |
|
|
c/o IPO Portfolio Accounting |
|
- |
P.O. Box 182029 |
|
|
Columbus, OH 43218-2029 |
|
|
Security Benefit Life Insurance Company |
|
|
Advance Designs |
- |
|
1 SW Security Benefit Place |
|
|
|
|
|
Topeka, KA 66606-2541 |
|
|
Security Benefit Life Insurance Company |
|
|
Secure Designs |
- |
|
1 SW Security Benefit Place |
|
|
|
|
|
Topeka, KA 66606-2541 |
|
|
Management Ownership
As of April 9, 2020 the trustees and officers as a group owned less than 1% of the shares outstanding of each class of each Fund.
F-10
APPENDIX G
MANAGEMENT FEES
For the last three fiscal years ended December 31, the management fees paid by the Funds, or the predecessor funds, as applicable, were as follows:
Fund |
2019 |
2018 |
2017 |
|
Invesco Oppenheimer V.I. Capital Appreciation |
$4,941,455 |
$5,472,543 |
$5,959,688 |
|
Fund |
||||
|
|
|
||
Invesco Oppenheimer V.I. Conservative |
$1,417,062 |
$1,522,921 |
$1,656,729 |
|
Balanced Fund |
||||
|
|
|
||
Invesco Oppenheimer V.I. Discovery Mid Cap |
$5,016,938 |
$5,190,248 |
$4,955,861 |
|
Growth Fund |
||||
|
|
|
||
Invesco Oppenheimer V.I. Global Fund |
$14,985,357 |
$16,562,044 |
$16,347,764 |
|
Invesco Oppenheimer V.I. Global Strategic |
$8,755,844 |
$9,817,868 |
$10,357,738 |
|
Income Fund |
||||
|
|
|
||
Invesco Oppenheimer V.I. Government Money |
$4,856,081 |
$3,999,278 |
$2,196,845 |
|
Fund |
||||
|
|
|
||
Invesco Oppenheimer V.I. International Growth |
$4,404,407 |
$5,229,829 |
$5,198,559 |
|
Fund |
||||
|
|
|
||
Invesco Oppenheimer V.I. Main Street Fund |
$8,224,842 |
$8,493,002 |
$8,715,696 |
|
Invesco Oppenheimer V.I. Main Street Small |
$6,104,920 |
$7,205,624 |
$7,243,026 |
|
Cap Fund |
||||
|
|
|
||
Invesco Oppenheimer V.I. Total Return Bond |
$741,328 |
$752,983 |
$814,494 |
|
Fund |
||||
|
|
|
G-1
APPENDIX H
PORTFOLIO MANAGERS
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
Invesco's 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 Fund's 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 manager's 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 December 31, 2019 (unless otherwise noted):
Invesco Oppenheimer V.I. Main Street Small Cap Fund
1 The portfolio manager manages and has made investments in an Invesco Fund with the same or similar objectives and strategies as the Fund (a Patterned Fund) as of the most recent fiscal year end of the Patterned Fund.
H-1
|
Dollar Range |
Portfolio Managers |
of Investments |
|
in the Fund |
Raymond Anello |
None |
|
|
Joy Budzinski |
None |
|
|
Kristin Ketner Pak |
None |
|
|
Magnus Krantz |
None |
|
|
Raman Vardharaj |
None |
|
|
Adam Weiner |
None1 |
Matthew P. Ziehl |
None |
|
|
Invesco Oppenheimer V.I. Total Return Bond Fund |
|
Matthew Brill2 |
None |
Michael Hyman |
None |
Todd Schomberg2 |
None |
Assets Managed
The following information is as of December 31, 2019 (unless otherwise noted):
|
|
|
|
Other Registered |
|
|
Other Pooled Investment |
|
|
|
Other |
|
||||||||||
|
|
|
|
Investment Companies |
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
Vehicles Managed |
|
|
Accounts Managed |
|
||||||||||||
|
Portfolio Managers |
|
|
|
Managed |
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Number |
|
|
|
Assets |
|
|
Number |
|
|
Assets |
|
|
Number |
|
|
Assets |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
of |
|
|
|
|
|
|
of |
|
|
|
|
of |
|
|
|
|||
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
(in millions) |
|
|
|
|
(in millions) |
|
|||
|
|
|
|
Accounts |
|
|
|
|
Accounts |
|
|
|
|
Accounts |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Invesco Oppenheimer V.I. Capital Appreciation Fund |
|
|
|
|
|
|||||||||||||
|
Erik Voss |
7 |
|
|
|
$20,368.7 |
|
|
None |
|
None |
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Ido Cohen |
4 |
|
|
|
$19,091.1 |
|
1 |
|
$1,764.3 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
Invesco Oppenheimer V.I. Conservative Balanced Fund |
|
|
|
|
|
|||||||||||||
|
Michael Hyman |
10 |
|
|
|
$12,319.2 |
|
11 |
|
$3,560.7 |
|
|
13 |
|
$0.23 |
|
||||||
|
Magnus Krantz |
9 |
|
|
|
$6,220.9 |
|
|
None |
|
None |
|
563 |
|
$15.13 |
|
||||||
|
|
|
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
|
|
|
|
|||||||||||||||
|
Justin Livengood |
3 |
|
|
|
$4,911.7 |
|
1 |
|
$42.9 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Ronald J. Zibelli, Jr. |
7 |
|
|
|
$8,022.0 |
|
2 |
|
$106.1 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
Invesco Oppenheimer V.I. Global Fund |
|
|
|
|
|
|||||||||||
|
John Delano |
8 |
|
|
|
$17,812.8 |
|
2 |
|
$261.7 |
|
|
1 |
|
$129.5 |
|
||||||
|
|
|
|
Invesco Oppenheimer V.I. Global Strategic Income Fund |
|
|
|
|
|
|||||||||||||
|
Hemant Baijal |
4 |
|
|
|
$7,139.8 |
|
5 |
|
$686.0 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Christopher (Chris) Kelly |
3 |
|
|
|
$6,861.0 |
|
2 |
|
$31.6 |
|
|
None |
|
|
None |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
Invesco Oppenheimer V.I. International Growth Fund |
|
|
|
|
|
|||||||||||||
|
George R. Evans |
4 |
|
|
|
$21,441.2 |
|
3 |
|
$550.0 |
|
|
3 |
|
$660.0 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Robert B. Dunphy |
3 |
|
|
|
$16,526.2 |
|
3 |
|
$550.0 |
|
|
3 |
|
$660.0 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
Invesco Oppenheimer V.I. Main Street Fund |
|
|
|
|
|
||||||||||||
|
Manind ("Mani") Govil |
8 |
|
|
|
$19,737.6 |
|
1 |
|
$120.5 |
|
|
13 |
|
$0.23 |
|
2 The portfolio manager began serving on the Fund effective January 14, 2020.
3 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
|
|
|
|
Other Registered |
|
|
Other Pooled Investment |
|
|
|
Other |
|
||||||||
|
|
|
|
Investment Companies |
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Vehicles Managed |
|
|
Accounts Managed |
|
||||||||||
|
Portfolio Managers |
|
|
Managed |
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
Number |
|
|
Assets |
|
|
Number |
|
|
Assets |
|
|
Number |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
of |
|
|
|
|
of |
|
|
|
|
of |
|
|
|
|||
|
|
|
|
|
|
(in millions) |
|
|
|
|
(in millions) |
|
|
|
|
(in millions) |
|
|||
|
|
|
|
Accounts |
|
|
|
|
Accounts |
|
|
|
|
Accounts |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Paul Larson |
7 |
|
$16,804.4 |
|
1 |
|
$120.5 |
|
13 |
|
$0.23 |
|
|||||||
|
Benjamin Ram |
7 |
|
$16,804.4 |
|
1 |
|
$120.5 |
|
13 |
|
$0.23 |
|
|||||||
|
|
|
|
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
|
|
|
|
|
|
||||||||||
|
Raymond Anello |
7 |
|
$4,331.0 |
|
|
None |
|
None |
563 |
|
$15.13 |
|
|||||||
|
Joy Budzinski |
8 |
|
$5,505.6 |
|
|
None |
|
None |
563 |
|
$15.13 |
|
|||||||
|
Kristin Ketner Pak |
7 |
|
$4,331.0 |
|
|
None |
|
None |
563 |
|
$15.13 |
|
|||||||
|
Magnus Krantz |
9 |
|
$5,695.9 |
|
|
None |
|
None |
563 |
|
$15.13 |
|
|||||||
|
Raman Vardharaj |
8 |
|
$7,264.7 |
|
|
None |
|
None |
563 |
|
$15.13 |
|
|||||||
|
Adam Weiner |
7 |
|
$4,331.0 |
|
|
None |
|
None |
563 |
|
$15.13 |
|
|||||||
|
Matthew P. Ziehl |
7 |
|
$4,331.0 |
|
|
None |
|
None |
563 |
|
$15.13 |
|
|||||||
|
|
|
|
Invesco Oppenheimer V.I. Total Return Bond Fund |
|
|
|
|
|
|
||||||||||
|
Matthew Brill2 |
6 |
|
$8,3467.0 |
|
6 |
|
$2,947.3 |
|
|
None |
|
|
None |
||||||
|
Michael Hyman |
10 |
|
$12,389.5 |
|
11 |
|
$3,560.7 |
|
13 |
|
$0.23 |
|
|||||||
|
Todd Schomberg2 |
2 |
|
$2,228.1 |
|
12 |
|
$6,035.0 |
|
|
None |
|
|
None |
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and each Sub-Adviser seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, each Sub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.
The Adviser and each Sub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser and each Sub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct 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.
H-3
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.
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 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 manager's 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-Adviser's intention is to be competitive in light of the particular portfolio manager's 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 manager's 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 period4 |
Invesco 5 |
One-, Three- and Five-year performance |
Invesco Deutschland |
against Fund peer group |
Invesco Hong Kong5 |
|
Invesco Asset Management |
|
Invesco India |
|
Invesco Listed Real Assets Division5 |
|
Invesco Senior Secured5, 6 |
Not applicable |
Invesco Capital5,7 |
|
Invesco Canada5 |
One-year performance against Fund peer |
|
group |
|
Three- and Five-year performance against |
4 Rolling time periods based on calendar year-end.
5 Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four-year period.
6 Invesco Senior Secured's bonus is based on annual measures of equity return and standard tests of collateralization performance. 7 Portfolio Managers for Invesco Capital base their bonus on Invesco results as well as overall performance of Invesco Capital.
H-4
|
entire universe of Canadian funds |
Invesco Japan8 |
One-, Three- and Five-year performance |
High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.
With respect to Invesco Capital, there is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the performance of any of the accounts managed by the Portfolio Managers.
Deferred / Long Term Compensation. Portfolio managers may be granted a deferred
compensation award based on a firm-wide bonus pool approved by the Compensation Committee of Invesco Ltd. Deferred compensation awards may take the form of annual deferral awards or long-term equity awards. Annual deferral awards may be granted as an annual stock deferral award or an annual fund deferral award. Annual stock deferral awards are settled in Invesco Ltd. common shares. Annual fund deferral awards are notionally invested in certain Invesco Funds selected by the Portfolio Manager and are settled in cash. Long-term equity awards are settled in Invesco Ltd. common shares. Both annual deferral awards and long-term equity awards have a four-year ratable vesting schedule. The vesting period aligns the interests of the Portfolio Managers with the long-term interests of clients and shareholders and encourages retention.
Retirement and health and welfare arrangements. Portfolio managers are eligible to participate in retirement and health and welfare plans and programs that are available generally to all employees.
8 Portfolio Managers for Invesco Pacific Growth Fund's compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark.
H-5
APPENDIX I
ADMINISTRATIVE SERVICES FEES
Each Fund paid Invesco the following amounts for administrative services for the most recent fiscal year ended December 31, 2019:
Fund Name |
|
Invesco Oppenheimer V.I. Capital Appreciation Fund |
$675,119 |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
175,349 |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
709,390 |
Invesco Oppenheimer V.I. Global Fund |
2,368,569 |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
1,339,831 |
Invesco Oppenheimer V.I. Government Money Fund |
210,528 |
Invesco Oppenheimer V.I. International Growth Fund |
446,199 |
Invesco Oppenheimer V.I. Main Street Fund |
1,175,066 |
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
838,910 |
Invesco Oppenheimer V.I. Total Return Bond Fund |
123,874 |
No administrative services fees were paid by the predecessor funds for the fiscal years ended December 31, 2017 and December 31, 2018. Each predecessor fund's advisory agreement required the predecessor fund's investment adviser, at its expense, to provide the predecessor funds with adequate office space, facilities and equipment. It also required each predecessor fund's 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 fund's investment adviser are found in Appendix G.
I-1
APPENDIX J
BROKERAGE COMMISSIONS
The Funds, or the predecessor funds, as applicable, paid brokerage commissions for the last three fiscal years ended December 31, as follows:
|
Total Dollar Amount of Brokerage |
|||
|
Commissions Paid * |
|||
Fund |
2017 |
2018 |
2019 |
|
Invesco Oppenheimer V.I. Capital Appreciation Fund1 |
$198,347 |
$207,861 |
$414,391 |
|
Invesco Oppenheimer V.I. Conservative Balanced Fund2 |
$52,683 |
$57,091 |
$32,183 |
|
Invesco Oppenheimer V.I. Discovery Mid Cap Growth |
$588,552 |
$553,272 |
$266,006 |
|
Fund3 |
||||
|
|
|
||
Invesco Oppenheimer V.I. Global Fund |
$458,017 |
$531,491 |
$412,869 |
|
Invesco Oppenheimer V.I. Global Strategic Income Fund |
$237,441 |
$98,806 |
$92,643 |
|
Invesco Oppenheimer V.I. Government Money Fund |
$0 |
$0 |
$0 |
|
Invesco Oppenheimer V.I. International Growth Fund |
$256,343 |
$221,089 |
$297,665 |
|
Invesco Oppenheimer V.I. Main Street Fund3 |
$384,604 |
$603,824 |
$398,183 |
|
Invesco Oppenheimer V.I. Main Street Small Cap Fund3 |
$836,156 |
$749,823 |
$422,490 |
|
Invesco Oppenheimer V.I. Total Return Bond Fund4 |
$7,849 |
$10,821 |
$5,142 |
*Amounts do not include spreads or commissions on principal transactions on a net trade basis.
1The variation in brokerage commissions paid by the Fund for the 2019 fiscal year compared to the prior fiscal year's is attributable to changes to the management team and increased portfolio turnover.
2The difference in brokerage commissions paid by the Fund for the 2019 fiscal year compared to the prior fiscal years' is attributable to a general reduction in the cost of brokerage, as well as lower turnover in certain portions of the Fund's portfolio.
3The difference in brokerage commissions paid by the Fund for the 2019 fiscal year compared to the prior fiscal years' is attributable to a general reduction in the cost of brokerage.
4The variation in brokerage commissions paid by the Fund for the 2019 fiscal year compared to the prior fiscal years' is attributable to lower portfolio turnover.
J-1
APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES)
Directed Brokerage
The Funds, or predecessor funds, as applicable, paid the following commissions to firms that provide brokerage and research services to the Funds or predecessor funds during the most recent fiscal year ended December 31, 2019:
|
|
Related Brokerage |
Fund |
Transactions |
Commissions |
Invesco Oppenheimer V.I. Capital Appreciation Fund |
$955,320,909 |
$395,887 |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
$53,071,602 |
$26,351 |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
$892,041,734 |
$259,922 |
Invesco Oppenheimer V.I. Global Fund |
$777,972,701 |
$402,817 |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
$66,704,319 |
$61,396 |
Invesco Oppenheimer V.I. Government Money Fund |
$0 |
$0 |
Invesco Oppenheimer V.I. International Growth Fund |
$387,756,951 |
$284,639 |
Invesco Oppenheimer V.I. Main Street Fund |
$1,061,956,838 |
$388,422 |
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
$514,638,923 |
$402,672 |
Invesco Oppenheimer V.I. Total Return Bond Fund |
$0 |
$0 |
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
Because the Funds are new, no securities have been purchased by the Funds as of the date of this SAI. The predecessor funds purchased securities of their regular brokers or dealers during the most recent fiscal year as follows:
|
|
Aggregate Holdings of the |
|
Name of Regular Broker or |
Securities of the Issuer as of |
|
Dealer or Parent of Regular |
the Fiscal Year Ended |
Predecessor Fund |
Broker or Dealer |
December 31, 2019 |
Invesco Oppenheimer V.I. Capital |
Goldman Sachs & Company |
$2,275,847 |
Appreciation Fund |
|
|
Invesco Oppenheimer V.I. |
Bank of America Corporation |
$1,031,805 |
Conservative Balanced Fund |
Goldman Sachs & Company |
$347,098 |
|
Morgan Stanley & Co. LLC |
$555,112 |
|
Credit Suisse |
$209,528 |
Invesco Oppenheimer V.I. Global |
Goldman Sachs & Company |
$7,170,137 |
Fund |
Credit Suisse |
$31,510,127 |
Invesco Oppenheimer V.I. Global |
Credit Suisse |
$3,797,394 |
Strategic Income Fund |
|
|
Invesco Oppenheimer V.I. Total |
Bank of America Corporation |
$845,569 |
Return Bond Fund/VA |
Goldman Sachs & Company |
$360,817 |
|
Credit Suisse |
$201,019 |
|
Morgan Stanley & Co. LLC |
$566,387 |
K-1
APPENDIX L
CERTAIN FINANCIAL INTERMEDIARIES THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS
1st Global Capital Corporation 1st Partners, Inc.
401k Exchange, Inc.
401k Producer Services Admin Partners LLC ADP Broker Dealer, Inc. Advantage Capital Corporation Advest Inc.
Advisor Group Advisory Services
AIG Capital Services, Inc.
Alight Financial Solutions Alliance Benefit Group Allianz Life
Allstate
Alta Montclair
American Enterprise Investment
American Fidelity Assurance Company
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.
Bay Bridge Administrators LLC BB&T Capital Markets
BC Ziegler BCG Securities
Benefit Plans Administrators Benefit Trust Company Benefits Consultants Group BMO Harris Bank NA BNP Paribas
BOSC, Inc.
Branch Banking & Trust Company Brighthouse Life Insurance Co Brinker Capital
Brown Brothers Harriman & Co. Buck Kwasha Securities LLC Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella & Co., Inc. Cantor Fitzgerald & Co.
Capital One Investment Services
LLC Centennial Bank Center for Due Diligence Cetera
Charles Schwab & Company, Inc. Chase
Citi Smith Barney Citibank NA
Citigroup Global Markets Inc. City National Bank Comerica Bank Commerce Bank
Commonwealth Financial Network
LPL
Community National Bank Compass
Compusys / ERISA Group Inc Conduent HR Services LLC
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc. Credit Suisse Securities
Crowell Weedon & Co. CUNA Mutual Life
CUSO Financial Services, Inc. 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
Education Trust Board of New Mexico
Edward Jones & Co. Envestnet
Envoy Plan Services Inc 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
Forrest T Jones & 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
Kestra Investment Services LLC
Key Bank
Ladenburg Thalmann
LaSalle Bank, N.A.
Lincoln
Lincoln Investment Planning
Loop Capital Markets, LLC
LPL Financial
L-1
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 Benefit Services, LLC
National Financial Services
National Plan Administrators
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
Omni Group
OnBrands24 Inc
OneAmerica Financial Partners Inc.
Oppenheimer
Pacific Life
Park Avenue Programs, Inc.
Park Avenue Securities LLC
Pen-Cal Administrators
Penn Mutual Life
Penserv Plan Services
Penson Financial Services
Pershing LLC
PFS Investments, Inc.
Phoenix
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Plan Member Services Corporation
Planco
PNC
Prime Trust LLC
Primerica Shareholder Services, Inc.
Princeton Retirement Group, Inc.
Principal
Princor Financial Services
Corporation
Proequities, Inc.
Protective Life
Pruco Securities LLC
Prudential
Qualified Benefits Consultants, Inc.
R B C Dain Rauscher, Inc.
Randall & Hurley, Inc.
Raymond James
RBC Wealth Management
Reliance Trust Company
Ridge Clearing
Riversource (Ameriprise)
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
RSBCO
S I I Investments, Inc.
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Securian Financial Services, Inc.
Security Benefit
Security Distributors, Inc.
Security Financial Resources, Inc.
Sentra Securities
Signator Investors, Inc.
Silverton Capital, Corp.
Simmons First Investment Group,
Inc.
Siracusa Benefits Programs
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.
L-2
Symetra Investment Services Inc.
T Rowe Price
Talcott Resolution Life Insurance
Company
TD Ameritrade
TDS Group
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 OMNI Group
The Retirement Plan Company LLC
The Vanguard Group
Thrivent
Thrivent Investment Management
Inc.
Transamerica
Trautmann Maher & Associates, Inc.
Treasury Curve
Treasury Strategies
Trust Management Network, LLC
TSA Consulting Group
Tuition Plan Consortium
U.S. Bancorp
UBS Financial Services Inc.
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
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
L-3
APPENDIX M
AMOUNTS PAID PURSUANT TO DISTRIBUTION PLAN
A list of amounts paid by each class of shares to Invesco Distributors, Inc. and the predecessor fund's distributor pursuant to the Plan for the fiscal year ended December 31, 2019 is as follows:
|
Series I |
Series II |
Fund Name |
shares |
shares |
Invesco Oppenheimer V.I. Capital Appreciation Fund |
N/A |
$ 472,196 |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
N/A |
113,349 |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
N/A |
110,251 |
Invesco Oppenheimer V.I. Global Fund |
N/A |
2,775,421 |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
N/A |
2,540,423 |
Invesco Oppenheimer V.I. Government Money Fund |
N/A |
15 |
Invesco Oppenheimer V.I. International Growth Fund |
N/A |
571,727 |
Invesco Oppenheimer V.I. Main Street Fund |
N/A |
1,779,228 |
Invesco Oppenheimer V.I. Main Street Small Cap Fund |
N/A |
1,932,910 |
Invesco Oppenheimer V.I. Total Return Bond Fund |
N/A |
128,032 |
M-1
APPENDIX N
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN
An estimate by category of the allocation of actual fees paid by Series II shares of the Funds, or the predecessor funds, as applicable, during the fiscal year ended December 31, 2019 follows:
|
|
Printing |
|
Compensation |
Compensation |
Annual |
|
|
& |
|
to |
to Sales |
Report |
Fund Name |
Advertising |
Mailing |
Seminars |
Dealer* |
Personnel |
Total |
Invesco Oppenheimer V.I. Capital |
|
|
|
$ 289,618 |
|
$ 289,618 |
Appreciation Fund |
- |
- |
- |
|
- |
|
Invesco Oppenheimer V.I. Conservative |
|
|
|
68,210 |
|
68,210 |
Balanced Fund |
- |
- |
- |
|
- |
|
Invesco Oppenheimer V.I. Discovery Mid Cap |
|
|
|
69,867 |
|
69,867 |
Growth Fund |
- |
- |
- |
|
- |
|
Invesco Oppenheimer V.I. Global Fund |
- |
- |
- |
1,686,061 |
- |
1,686,061 |
Invesco Oppenheimer V.I. Global Strategic |
|
|
|
1,435,031 |
|
1,435,031 |
Income Fund |
- |
- |
- |
|
- |
|
Invesco Oppenheimer V.I. Government Money |
|
|
|
15 |
|
15 |
Fund |
- |
- |
- |
|
- |
|
Invesco Oppenheimer V.I. International |
|
|
|
349,886 |
|
349,886 |
Growth Fund |
- |
- |
- |
|
- |
|
Invesco Oppenheimer V.I. Main Street Fund |
- |
- |
- |
1,068,369 |
- |
1,068,369 |
Invesco Oppenheimer V.I. Main Street Small |
|
|
|
1,100,034 |
|
1,100,034 |
Cap Fund |
- |
- |
- |
|
- |
|
Invesco Oppenheimer V.I. Total Return Bond |
|
|
|
76,799 |
|
76,799 |
Fund |
- |
- |
- |
|
- |
|
*Compensation to financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the distribution of the Shares to fund variable annuity and variable insurance contracts investing directly in the Shares.
N-1
(1) | Incorporated herein by reference to Pre-Effective Amendment No. 1, filed on April 19, 1993. |
(2) | Incorporated herein by reference to Post-Effective Amendment No. 4, filed on November 3, 1994. |
(3) | Incorporated herein by reference to Post-Effective Amendment No. 6, filed on April 26, 1995. |
(4) | Incorporated herein by reference to Post-Effective Amendment No. 7, filed electronically on April 29, 1996. |
(5) | Incorporated herein by reference to Post-Effective Amendment No. 8, filed electronically on April 23, 1997. |
(6) | Incorporated herein by reference to Post-Effective Amendment No. 9, filed electronically on February 13, 1998. |
(7) | Incorporated herein by reference to Post-Effective Amendment No. 10, filed electronically on October 2, 1998. |
(8) | Incorporated herein by reference to Post-Effective Amendment No. 11, filed electronically on February 18, 1999. |
(9) | Incorporated herein by reference to Post-Effective Amendment No. 12, filed electronically on April 29, 1999. |
(10) | Incorporated herein by reference to Post-Effective Amendment No. 13, filed electronically on July 13, 1999. |
(11) | Incorporated herein by reference to Post-Effective Amendment No. 14, filed electronically on September 28, 1999. |
(12) | Incorporated herein by reference to Post-Effective Amendment No. 15, filed electronically on February 16, 2000. |
(13) | Incorporated herein by reference to Post-Effective Amendment No. 16, filed electronically on February 17, 2000. |
(14) | Incorporated herein by reference to Post-Effective Amendment No. 18, filed electronically on February 16, 2001. |
(15) | Incorporated herein by reference to Post-Effective Amendment No. 19, filed electronically on April 12, 2001. |
(16) | Incorporated herein by reference to Post-Effective Amendment No. 20, filed electronically on May 29, 2001. |
(17) | Incorporated herein by reference to Post-Effective Amendment No. 21, filed electronically on July 18, 2001. |
(18) | Incorporated herein by reference to Post-Effective Amendment No. 22, filed electronically on February 12, 2002. |
(19) | Incorporated herein by reference to Post-Effective Amendment No. 24, filed electronically on April 30, 2002. |
(20) | Incorporated herein by reference to Post-Effective Amendment No. 25, filed electronically on April 29, 2003. |
(21) | Incorporated herein by reference to Post-Effective Amendment No. 26, filed electronically on June 18, 2003. |
(22) | Incorporated herein by reference to Post-Effective Amendment No. 27, filed electronically on February 13, 2004. |
(23) | Incorporated herein by reference to Post-Effective Amendment No. 28, filed electronically on April 13, 2004. |
(24) | Incorporated herein by reference to Post-Effective Amendment No. 29, filed electronically on February 28, 2005. |
(25) | Incorporated herein by reference to Post-Effective Amendment No. 30, filed electronically on April 29, 2005. |
(26) | Incorporated herein by reference to Post-Effective Amendment No. 31, filed electronically on February 14, 2006. |
(27) | Incorporated herein by reference to Post-Effective Amendment No. 32, filed electronically on April 27, 2006. |
(28) | Incorporated herein by reference to Post-Effective Amendment No. 33, filed electronically on April 27, 2007. |
(29) | Incorporated herein by reference to Post-Effective Amendment No. 34, filed electronically on February 11, 2008. |
(30) | Incorporated herein by reference to Post-Effective Amendment No. 35, filed electronically on April 28, 2008. |
(31) | Incorporated herein by reference to Post-Effective Amendment No. 36, filed electronically on August 8, 2008. |
(32) | Incorporated herein by reference to Post-Effective Amendment No. 37, filed electronically on October 22, 2008. |
(33) | Incorporated herein by reference to Post-Effective Amendment No. 38, filed electronically on April 28, 2009. |
(34) | Incorporated herein by reference to Post-Effective Amendment No. 39, filed electronically on November 25, 2009. |
(35) | Incorporated herein by reference to Post-Effective Amendment No. 40, filed electronically on February 5, 2010. |
(36) | Incorporated herein by reference to Post-Effective Amendment No. 41, filed electronically on February 11, 2010. |
(37) | Incorporated herein by reference to Post-Effective Amendment No. 42, filed electronically on February 12, 2010. |
(38) | Incorporated herein by reference to Post-Effective Amendment No. 43, filed electronically on February 18, 2010. |
(39) | Incorporated herein by reference to Post-Effective Amendment No. 44, filed electronically on April 27, 2010. |
(40) | Incorporated herein by reference to Post-Effective Amendment No. 45, filed electronically on April 28, 2010. |
(41) | Incorporated herein by reference to Post-Effective Amendment No. 46, filed electronically on October 4, 2010. |
(42) | Incorporated herein by reference to Post-Effective Amendment No. 47, filed electronically on January 6, 2011. |
(43) | Incorporated herein by reference to Post-Effective Amendment No. 54, filed electronically on April 28, 2011. |
(44) | Incorporated herein by reference to Post-Effective Amendment No. 56, filed electronically on April 26, 2012. |
(45) | Incorporated herein by reference to Post-Effective Amendment No. 58, filed electronically on April 24, 2013. |
(46) | Incorporated herein by reference to Post-Effective Amendment No. 60, filed electronically on February 10, 2014. |
(47) | Incorporated herein by reference to Post-Effective Amendment No. 61, filed electronically on April 24, 2014. |
(48) | Incorporated herein by reference to Post-Effective Amendment No. 63, filed electronically on February 9, 2015. |
(49) | Incorporated herein by reference to Post-Effective Amendment No. 64, filed electronically on April 27, 2015. |
(50) | Incorporated herein by reference to Post-Effective Amendment No. 66, filed electronically on February 10, 2016. |
(51) | Incorporated herein by reference to Post-Effective Amendment No. 67, filed electronically on April 26, 2016. |
(52) | Incorporated herein by reference to Post-Effective Amendment No. 69, filed electronically on April 25, 2017. |
(53) | Incorporated herein by reference to Post-Effective Amendment No. 71, filed electronically on April 26, 2018. |
(54) | Incorporated herein by reference to Post-Effective Amendment No. 73, filed electronically on November 2, 2018. |
(55) | Incorporated herein by reference to Post-Effective Amendment No. 75 filed electronically on January 23, 2019. |
(56) | Incorporated herein by reference to Post-Effective Amendment No. 77 filed electronically on April 26, 2019. |
(57) | Incorporated herein by reference to Post-Effective Amendment No. 79 filed electronically on May 23, 2019. |
(58) | Incorporated by reference to PEA No. 178 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A filed on September 26, 2019. |
(59) | Incorporated by reference to PEA No. 91 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A filed on September 26, 2019. |
(60) | Incorporated by reference to PEA No. 135 to AIM Equity Funds (Invesco Equity Funds) Registration Statement on Form N-1A filed on November 21, 2019. |
(61) | Incorporated by reference to PEA No. 154 to AIM Growth Series (Invesco Growth Series) Registration Statement on Form N-1A filed on December 9, 2019. |
(62) | Incorporated by reference to PEA No. 116 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on Form N-1A filed on February 27, 2020. |
(63) | Incorporated by reference to PEA No. 112 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on Form N-1A filed on October 25, 2019. |
(64) | Incorporated by reference to PEA No. 189 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A filed on March 30, 2020. |
(65) | Incorporated by reference to PEA No. 15 to Invesco Management Trust Registration Statement on Form N-1A filed on December 10, 2019. |
(66) | Incorporated by reference to PEA No. 130 to AIM Counselor Series Trust (Invesco Counselor Series) Registration Statement on Form N-1A filed on February 11, 2020. |
(*) | Filed herewith electronically. |
NAME AND PRINCIPAL
BUSINESS ADDRESS* |
POSITIONS AND OFFICES
WITH REGISTRANT |
POSITIONS AND OFFICES
WITH UNDERWRITER |
||
Rocco Benedetto | None | Senior Vice President | ||
Paul Blease | None | Senior Vice President | ||
David Borrelli | None | Senior Vice President | ||
Ken Brodsky | None | Senior Vice President | ||
Daniel E. Draper | None | Senior Vice President | ||
George Fahey | None | Senior Vice President | ||
Jay Fortuna | None | Senior Vice President | ||
Mark W. Gregson | None | Chief Financial Officer | ||
Trisha B. Hancock | None | Senior Vice President | ||
Clint Harris | None | President | ||
John Hoffman | None | Senior Vice President | ||
Eliot Honaker | None | Senior Vice President | ||
Brian Kiley | None | Senior Vice President | ||
Jeffrey H. Kupor | Secretary, Senior Vice President & Chief Legal Officer | Secretary | ||
Annette J. Lege | None | Treasurer | ||
Brian Levitt | None | Senior Vice President | ||
John McDonough | None | Director & Chief Executive Officer | ||
Peter Mintzberg | None | Senior Vice President | ||
Kevin Neznek | None | Senior Vice President | ||
Tony Oh | None | Senior Vice President | ||
Adam Rochlin | None | Senior Vice President | ||
Benjamin Stewart | None | Senior Vice President | ||
Paul E. Temple | None | Senior Vice President | ||
Ben Utt | None | Executive Vice President |
NAME AND PRINCIPAL
BUSINESS ADDRESS* |
POSITIONS AND OFFICES
WITH REGISTRANT |
POSITIONS AND OFFICES
WITH UNDERWRITER |
||
Rohit Vohra | None | Senior Vice President | ||
Gary K. Wendler | Assistant Vice President | Senior Vice President, Director, Marketing Research & Analysis | ||
Donna White | None | Chief Compliance Officer & Senior Vice President | ||
Crissie Wisdom | Anti-Money Laundering Compliance Officer | Anti-Money Laundering Compliance Officer | ||
John M. Zerr | Senior Vice President | Senior Vice President |
* | The principal business address for all directors and executive officers is Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. |
(c) Not applicable. |
Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor Frankfurt, Germany 60322 |
Invesco Asset Management Ltd.
Perpetual Park Perpetual Park Drive Henley-on-Thames Oxfordshire, 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 |
Invesco Capital Management LLC
3500 Lacey Road, Suite 700 Downers Grove, IL 60515 |
Invesco Asset Management (India) Private Limited
34d Floor, GYS Infinity, Subhash Road Paranipe B Scheme, Ville Parle (East) Mumbai – 400 057, India |
OppenheimerFunds, Inc.
225 Liberty Street New York, NY 10281 |
AIM VARIABLE INSURANCE FUNDS
(INVESCO VARIABLE INSURANCE FUNDS) |
|
By: | /s/ Sheri Morris |
Sheri Morris | |
Title: | President |
SIGNATURE | TITLE | DATE | ||
/s/ Sheri Morris |
President & Treasurer
(Principal Executive Officer) |
April 27, 2020 | ||
(Sheri Morris) | ||||
/s/ David C. Arch* | Trustee | April 27, 2020 | ||
(David C. Arch) | ||||
/s/ Beth Ann Brown*** | Trustee | April 27, 2020 | ||
(Beth Ann Brown) | ||||
/s/ Bruce L. Crockett* | Chair and Trustee | April 27, 2020 | ||
(Bruce L. Crockett) | ||||
/s/ Jack M. Fields* | Trustee | April 27, 2020 | ||
(Jack M. Fields) | ||||
/s/ Martin L. Flanagan* | Vice Chair and Trustee | April 27, 2020 | ||
(Martin L. Flanagan) | ||||
/s/ Cynthia Hostetler* | Trustee | April 27, 2020 | ||
(Cynthia Hostetler) | ||||
/s/ Eli Jones* | Trustee | April 27, 2020 |
SIGNATURE | TITLE | DATE | ||
(Eli Jones) | ||||
/s/ Elizabeth Krentzman*** | Trustee | April 27, 2020 | ||
(Elizabeth Krentzman) | ||||
/s/ Anthony J. LaCava, Jr.** | Trustee | April 27, 2020 | ||
(Anthony J. LaCava, Jr.) | ||||
/s/ Prema Mathai-Davis* | Trustee | April 27, 2020 | ||
(Prema Mathai-Davis) | ||||
/s/ Joel W. Motley*** | Trustee | April 27, 2020 | ||
(Joel W. Motley) | ||||
/s/ Teresa M. Ressel* | Trustee | April 27, 2020 | ||
(Teresa M. Ressel) | ||||
/s/ Ann Barnett Stern* | Trustee | April 27, 2020 | ||
(Ann Barnett Stern) | ||||
/s/ Robert C. Troccoli* | Trustee | April 27, 2020 | ||
(Robert C. Troccoli) | ||||
/s/ Daniel S. Vandivort*** | Trustee | April 27, 2020 | ||
(Daniel S. Vandivort) | ||||
/s/ James D. Vaughn*** | Trustee | April 27, 2020 | ||
(James D. Vaughn) | ||||
/s/ Christopher L. Wilson* | Trustee | April 27, 2020 | ||
(Christopher L. Wilson) | ||||
/s/ Kelli Gallegos |
Vice President &
Assistant Treasurer (Principal Financial Officer) |
April 27, 2020 | ||
Kelli Gallegos | ||||
/s/ Sheri Morris | April 27, 2020 | |||
Sheri Morris | ||||
Attorney-In-Fact |
(d)(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 A I M Funds Management Inc. |
(d)(2)(q) | Amendment No. 15, 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 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. |
(h)(1)(w) | Amendment No. 22, dated May 24, 2019, to the Third Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc. |
(h)(3) | Form of Participation Agreement |
(h)(8) | Memorandum of Agreement, dated as of April 17, 2020, between Registrant, on behalf of certain funds, and Invesco Advisers, Inc., regarding advisory fee waivers and affiliated money market fund waivers. |
(h)(9) | Memorandum of Agreement, dated as of April 17, 2020, between Registrant, on behalf of all funds, and Invesco Advisers, Inc., regarding expense limitations. |
(j)(1) | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
(j)(2) | Consent of KPMG LLP. |
(m)(2) | Distribution and Service Plan (Series II shares) (Compensation), effective as of May 24, 2019. |
(n)(2) | Multiple Class Plan of The Invesco Oppenheimer V.I. Funds, effective May 24, 2019. |
(p)(1) | Code of Ethics and Personal Trading Policy for North America, dated March 2020, relating to Invesco Advisers, Inc. |
(p)(5) | Code of Ethics and Personal Trading Policy for North America, dated March 2020, relating to Invesco Canada Ltd. |
(p)(7) | Code of Ethics and Personal Trading Policy for North America, dated March 2020, relating to Invesco Senior Secured Management Inc. |
(p)(8) | Code of Ethics and Personal Trading Policy for North America, dated March 2020, relating to Invesco Capital Management, LLC. |
(p)(9) | Invesco Asset Management (India) PVT. LTD. Personal Trading Policy amended June 28, 2019, and Invesco Ltd. Code of Conduct dated October 2019 relating to Invesco Asset Management (India) PVT. LTD. |
MASTER INTERGROUP SUB-ADVISORY CONTRACT
FOR MUTUAL FUNDS
This contract is made as of May 1, 2008, by and among Invesco Aim Advisors, Inc. (the "Advisor") and each of AIM Funds Management Inc., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (each a "Sub-Advisor" and, collectively, the "Sub- Advisors").
WHEREAS:
A)The Advisor has entered into an investment advisory agreement with AIM Variable Insurance Funds (the "Trust"), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to the funds set forth in Exhibit A attached hereto (each a "Fund");
B)The Advisor is authorized to delegate certain, any or all of its rights, duties and obligations under investment advisory agreements to sub-advisors, including sub- advisors that are affiliated with the Advisor;
C)Each Sub-Advisor represents that it is registered with the U.S. Securities and Exchange
Commission ("SEC") as an investment advisor under the Investment Advisors Act of 1940 ("Advisors Act") as an investment advisor, 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 advisor; and
D)The Sub-Advisors and their affiliates have personnel in various locations throughout the world and have 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 Advisor hereby appoints each Sub-Advisor as a sub-advisor of each Fund for the period and on the terms set forth herein. Each Sub-Advisor accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2.Duties as Sub-Advisor. Subject to paragraph 7 below, the Advisor may, in its discretion, appoint each Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of each Fund. The services and the portion of the investments of each Fund to be advised or managed by each Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub- Advisors. Each Sub-Advisor shall pay the salaries and fees of all personnel of such Sub-Advisor performing services for the Funds related to research, statistical and investment activities.
(a)Investment Advice. If and to the extent requested by the Advisor, each Sub-Advisor shall provide investment advice to one or more of the Funds and the Advisor 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 Advisor with such factual information, research reports and investment recommendations as the Advisor may reasonably require.
(b)Order Execution. If and to the extent requested by the Advisor, each Sub-Advisor shall place orders for the purchase and sale of portfolio securities or other investments for one or more of the Funds. In so doing, each Sub-Advisor agrees that it shall comply with paragraph 3 below.
1
(c)Discretionary Investment Management. If and to the extent requested by the Advisor, each Sub-Advisor shall, subject to the supervision of the Trust's Board of Trustees (the "Board") and the Advisor, 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 Trust's Registration Statement and such other limitations as the Trust or the Advisor may impose with respect to such Fund(s) by notice to the applicable Sub-Advisor(s) and otherwise in accordance with paragraph 5 below. With respect to the portion of the investments of a Fund under its management, each Sub-Advisor 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-Advisor may select; and (iii) upon the request of the Advisor, provide additional investment management services to the Fund, including but not limited to managing the Fund's cash and cash equivalents and lending securities on behalf of the Fund. In selecting brokers or dealers to execute trades for the Funds, each Sub-Advisor will comply with its written policies and procedures regarding brokerage and trading, which policies and procedures shall have been approved by the Board. All discretionary investment management and any other activities of each Sub- Advisor shall at all times be subject to the control and direction of the Advisor and the Board.
3.Broker-Dealer Relationships. Each Sub-Advisor agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, each Sub-Advisor 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 Advisor's other clients, or a
Sub-Advisor's other clients with research, analysis, advice and similar services. Each Sub-Advisor may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to such Sub-Advisor determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Advisor and such Sub-Advisor 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-Advisor, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever a Sub-Advisor simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by such Sub-Advisor, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.
4.Books and Records. Each Sub-Advisor will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and the Advisor with such periodic and special reports as the Board or the Advisor reasonably may request. Each Sub-Advisor hereby agrees that all records which it maintains for the Advisor are the property of the Advisor, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Advisor and which are required to be maintained, and further agrees to surrender promptly to the Advisor any records which it maintains for the Advisor upon request by the Advisor.
5.Further Duties.
(a)In all matters relating to the performance of this Contract, each Sub-Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations.
(b)Each Sub-Advisor shall maintain compliance procedures for the Funds that it and the Advisor 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. Each Sub-Advisor at its expense will provide the Advisor or the Trust's 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, each Sub-Advisor will promptly report to the Advisor any material violations of the federal securities laws (as
2
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-Advisor's compliance policies and procedures that pertain to the Funds.
(c)Each Sub-Advisor at its expense will make available to the Board and the Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Advisor and the Sub-Advisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Funds and to consult with the Board and the Advisor regarding the Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Advisor's duties hereunder, and will provide periodic reports to the
Advisor relating to the investment strategies it employs. Each Sub-Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Advisor and the Trust.
(d)Each Sub-Advisor will assist in the fair valuation of portfolio securities held by the Funds. The Sub-Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Advisor 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 Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of a Fund's net asset value per share.
(e)Each Sub-Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisors Act and has provided the Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Advisor, but in any event no less frequently than annually, each Sub-Advisor will supply the Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Advisor's 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-Advisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics.
(f)Upon request of the Advisor, each Sub-Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Advisor and each officer and portfolio manager thereof designated by the Advisor will provide on a timely basis such certifications or sub-certifications as the Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Advisor, on behalf of the Trust, deems are reasonably necessary.
(g)Unless otherwise directed by the Advisor or the Board, each Sub-Advisor will vote all proxies received in accordance with the Advisor's proxy voting policy or, if the Sub-Advisor has a proxy voting policy approved by the Board, the Sub-Advisor's proxy voting policy. Each Sub-Advisor 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)Each Sub-Advisor 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 Advisor with such information upon request of the Advisor.
6.Services Not Exclusive. The services furnished by each Sub-Advisor hereunder are not to be deemed exclusive and such Sub-Advisor shall be free to furnish similar services to others so long as its services under this Contract are not impaired thereby. Nothing in this Contract shall limit or restrict the right of any director, officer or employee of a Sub-Advisor, who may also be a Trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part
3
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. Each Sub-Advisor 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, including each of the other Sub-Advisors, as such Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliates shall have been approved, when required by the 1940 Act, by (i) a vote of a majority of the independent Trustees who are not parties to this Contract or "interested persons" (as defined in the 1940 Act) of a party to this Contract, other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and/or (ii) a vote of a majority of that Fund's outstanding voting securities.
8.Compensation.
(a)The only fees payable to the Sub-Advisors under this Contract are for providing discretionary investment management services pursuant to paragraph 2(c) above. For such services, the Advisor will pay each Sub-Advisor a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that the Advisor receives from the Trust pursuant to its advisory agreement with the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which the Sub-Advisor shall have provided discretionary investment management services pursuant to paragraph 2(c) above for that month divided by the net assets of 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 Advisor, if any, in effect from time to time as set forth in paragraph 9 below. In no event shall the aggregate monthly fees paid to the Sub- Advisors under this Contract exceed 40% of the monthly compensation that the Advisor receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fee waivers or expense limitations by the Advisor, if any.
(b)If this Contract becomes effective or terminates before the end of any month, the fees for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
(c)If a Sub-Advisor 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 Advisor is reduced because of contractual or voluntary fee waivers or expense limitations by the Advisor, the fee payable to each Sub- Advisor pursuant to paragraph 8 above shall be reduced proportionately; and to the extent that the Advisor reimburses the Fund as a result of such expense limitations, such Sub-Advisor shall reimburse the Advisor that proportion of such reimbursement payments which the fee payable to each Sub-Advisor pursuant to paragraph 8 above bears to the advisory fee under this Contract.
10.Limitation of Liability of Sub-Advisor and Indemnification. No Sub-Advisor shall 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-Advisor in the performance by such Sub-Advisor of its duties or from reckless disregard by such Sub-Advisor of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of a Sub- Advisor, who may be or become a Trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to a Fund or the Trust or acting with respect to any business of a Fund or the Trust, to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, partner, employee, or agent or one under the control or direction of such Sub-Advisor even though paid by it.
4
11.Duration and Termination.
(a)This Contract shall become effective with respect to each Sub-Advisor upon the later of the date hereabove written and the date that such Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, if a Sub-Advisor is not so registered as of the date hereabove 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 Fund's 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, 2009. 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 any Sub-Advisor(s), 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-Advisor(s); or (ii) by the Advisor on sixty days' written notice to such Sub-Advisor(s); or (iii) by a Sub-Advisor on sixty days' written notice to the Trust. Should this Contract be terminated with respect to a Sub-Advisor, the Advisor shall assume the duties and responsibilities of such Sub-Advisor unless and until the Advisor appoints another Sub-Advisor to perform such duties and responsibilities. Termination of this Contract with respect to one or more Fund(s) or Sub-Advisor(s) shall not affect the continued effectiveness of this Contract with respect to any remaining Fund(s) or Sub-Advisor(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 Fund's outstanding voting securities.
13.Notices. Any notices under this Contract shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and the Advisor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046- 1173. Until further notice to the other party, it is agreed that the address of each Sub-Advisor shall be set forth in Exhibit B attached hereto.
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.Multiple Sub-Advisory Agreements. This Contract has been signed by multiple parties; namely the Advisor, on one hand, and each Sub-Advisor, on the other. The parties have signed one document for administrative convenience to avoid a multiplicity of documents. It is understood and agreed that this document shall constitute a separate sub-advisory agreement between the Advisor and each Sub-Advisor with respect to each Fund, as if the Advisor and such Sub-Advisor had executed a separate sub-advisory agreement naming such Sub-Advisor as a sub-advisor to each Fund. With respect to any one Sub- Advisor, (i) references in this Contract to "a Sub-Advisor" or to "each Sub-Advisor" shall be deemed to refer only to such Sub-Advisor, and (ii) the term "this Contract" shall be construed according to the foregoing provisions.
16.Miscellaneous. The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Contract shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Contract shall not be affected thereby. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Any question of
5
interpretation of any term or provision of this Contract having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisors Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisors Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisors Act reflected in any provision of the Contract is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
6
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO AIM ADVISORS, INC.
Advisor
By:/s/ John M. Zerr
Name:John M. Zerr
Title:Senior Vice President
7
AIM FUNDS MANAGEMENT INC.
Sub-Advisor
By:/s/ Julianna Ahn
Name:Julianna Ahn
Title:/s/ Assistant Secretary
By:/s/ Wayne J. Bolton
Name:Wayne J. Bolton
Title:Vice President, Compliance
8
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
Sub-Advisor
By:/s/ Ballhansen
Name:Ballhansen
Title:Manager
By:/s/ Langer
Name: Langer
Title:Managing Director
9
INVESCO ASSET MANAGEMENT LIMITED
Sub-Advisor
By:/s/ Graeme Proudfoot
Name: Graeme Proudfoot
Title:Director
10
INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Advisor
By:/s/ Masakazu Hasegawa
Name: Masakazu Hasegawa
Title:Managing Director
11
INVESCO AUSTRALIA LIMITED
Sub-Advisor
By:/s/ Mark Yesberg
Name: Mark Yesberg
Title:Head of Product & Marketing
By:/s/ Ian Coltman
Name: Ian Coltman
Title:Head of Product & Marketing
12
INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.
Sub-Advisor
By:/s/ Kirk F. Holland
Name:Kirk F. Holland
Title:President and CEO
13
INVESCO HONG KONG LIMITED
Sub-Advisor
By:/s/ Anna Tong
Name: Anna Tong
Title:Director
By:/s/ Gracie Liu
Name: Gracie Liu
Title: Director
14
INVESCO INSTITUTIONAL (N.A.), INC.
Sub-Advisor
By:/s/ Kirk F. Holland
Name:Kirk F. Holland
Title: Vice President
15
INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Advisor
By:G. Stoell
Name:G. Stoell
Title:
16
EXHIBIT A
Funds
AIM V.I. Basic Balanced Fund
AIM V.I. Basic Value Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Core Equity Fund
AIM V.I. Diversified Income Fund
AIM V.I. Dynamics Fund
AIM V.I. Financial Services Fund
AIM V.I. Global Health Care Fund
AIM V.I. Global Real Estate Fund
AIM V.I. Government Securities Fund
AIM V.I. High Yield Fund
AIM V.I. International Growth Fund
AIM V.I. Large Cap Growth Fund
AIM V.I. Leisure Fund
AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Small Cap Equity Fund
AIM V.I. Technology Fund
AIM V.I. Utilities Fund
17
EXHIBIT B
Addresses of Sub-Advisors
AIM Funds Management Inc.
5140 Yonge Street, Suite 900
Toronto, Ontario
Canada M2N 6X7
Invesco Asset Management Deutschland GmbH
Bleichstrasse 60-62
Frankfurt, Germany 60313
Invesco Asset Management Limited
30 Finsbury Square
London, United Kingdom
EC2A 1AG
ENGLAND
Invesco Asset Management (Japan) Ltd.
25th Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025
Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
Invesco Global Asset Management (N.A.), Inc.
One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
USA
Invesco Hong Kong Limited
32nd Floor
Three Pacific Place
1 Queen's Road East
Hong Kong
Invesco Institutional (N.A.), Inc.
One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
USA
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
USA
18
AMENDMENT NO. 15
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment effective 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 Variable Insurance Funds (Invesco Variable Insurance Funds), 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 parties desires to add 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;
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 |
Invesco V.I. American Franchise Fund |
Invesco V.I. Managed Volatility Fund |
Invesco V.I. American Value Fund |
Invesco V.I. Mid Cap Core Equity Fund |
Invesco V.I. Balanced-Risk Allocation Fund |
Invesco V.I. Mid Cap Growth Fund |
Invesco V.I. Comstock Fund |
Invesco Oppenheimer V.I. Capital Appreciation Fund |
Invesco V.I. Core Equity Fund |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
Invesco V.I. Core Plus Bond Fund |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
Invesco V.I. Diversified Dividend Fund |
Invesco Oppenheimer V.I. Global Fund |
Invesco V.I. Equally-Weighted S&P 500 Fund |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
Invesco V.I. Equity and Income Fund |
Invesco Oppenheimer V.I. Government Money Fund |
Invesco V.I. Global Core Equity Fund |
Invesco Oppenheimer V.I. International Growth Fund |
Invesco V.I. Global Real Estate Fund |
Invesco Oppenheimer V.I. Main Street Fund® |
Invesco V.I. Government Money Market Fund |
Invesco Oppenheimer V.I. Main Street Small Cap Fund® |
Invesco V.I. Government Securities Fund |
Invesco Oppenheimer V.I. Total Return Bond Fund |
Invesco V.I. Growth and Income Fund |
Invesco V.I. S&P 500 Index Fund |
Invesco V.I. Health Care Fund |
Invesco V.I. Small Cap Equity Fund |
Invesco V.I. High Yield Fund |
Invesco V.I. Technology Fund |
Invesco V.I. International Growth Fund |
Invesco V.I. Value Opportunities Fund" |
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
2
INVESCO CANADA LTD.
Sub-Adviser
By:/s/ Harsh Damani
Name:Harsh Damani
Title:Chief Financial Officer, Funds & North
America Head Fund Accounting & Fund
Expenses
By:/s/ David C. Warren
Name: David Warren
Title:Executive Vice President & Chief Financial
Officer
3
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
Sub-Adviser
By:/s/ Carsten Majer
Name:Carsten Majer
Title: Geschaftsfuhrer
By:/s/ Alexander Taft
Name: Alexander Taft
Title: Geschaftsfuhrer
4
INVESCO ASSET MANAGEMENT LIMITED
Sub-Adviser
By:/s/ Graeme Proudfoot
Name: Graeme Proudfoot
Title: Director
5
INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Adviser
By:/s/ Masakazu Hasegawa
Name: Masakazu Hasegawa
Title: Managing Director
6
INVESCO HONG KONG LIMITED
Sub-Adviser
By:/s/ Pang Sin Chu
Name: Pang Sin Chu
Title: Authorised Signatory
By:/s/ Lee Sia Mei
Name: Lee Sia Mei
Title: Authorised Signatory
7
INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Adviser
By:/s/ Stephen Swanson
Name: Stephen Swanson
Title: Secretary & General Counsel
8
AMENDMENT NO. 22
TO
THIRD AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
This Amendment (the "Amendment") effective May 24, 2019, amends the Third Amended and Restated Master Administrative Services Agreement (the "Agreement"), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware statutory trust, is hereby amended as follows:
W I T N E S S E T H:
WHEREAS, the parties agree to amend the Agreement to add 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;
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
THIRD AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT OF
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Portfolios |
Effective Date of Agreement |
Invesco Oppenheimer V.I. Capital Appreciation Fund |
May 24, 2019 |
Invesco Oppenheimer V.I. Conservative Balanced Fund |
May 24, 2019 |
Invesco Oppenheimer V.I. Discovery Mid Cap Growth Fund |
May 24, 2019 |
Invesco Oppenheimer V.I. Global Fund |
May 24, 2019 |
Invesco Oppenheimer V.I. Global Strategic Income Fund |
May 24, 2019 |
Invesco Oppenheimer V.I. Government Money Fund |
May 24, 2019 |
Invesco Oppenheimer V.I. International Growth Fund |
May 24, 2019 |
Invesco Oppenheimer V.I. Main Street Fund® |
May 24, 2019 |
Invesco Oppenheimer V.I. Main Street Small Cap Fund® |
May 24, 2019 |
Invesco Oppenheimer V.I. Total Return Bond Fund |
May 24, 2019 |
Invesco V.I. Balanced-Risk Allocation Fund |
January 7, 2011 |
Invesco V.I. Core Equity Fund |
May 1, 2000 |
Invesco V.I. Core Plus Bond Fund |
May 1, 2000 |
Invesco V.I. Health Care Fund |
April 30, 2004 |
Invesco V.I. Global Real Estate Fund |
April 30, 2004 |
Invesco V.I. Government Securities Fund |
May 1, 2000 |
Invesco V.I. High Yield Fund |
May 1, 2000 |
Invesco V.I. International Growth Fund |
May 1, 2000 |
Invesco V.I. Mid Cap Core Equity Fund |
September 10, 2001 |
Invesco V.I. Government Money Market Fund |
May 1, 2000 |
Invesco V.I. Small Cap Equity Fund |
September 1, 2003 |
Invesco V.I. Technology Fund |
April 30, 2004 |
Invesco V.I. Managed Volatility Fund |
April 30, 2004 |
Invesco V.I. Diversified Dividend Fund |
February 12, 2010 |
Invesco V.I. S&P 500 Index Fund |
February 12, 2010 |
Invesco V.I. Equally-Weighted S&P 500 Fund |
February 12, 2010 |
Invesco V.I. American Franchise Fund |
February 12, 2010 |
Invesco V.I. American Value Fund |
February 12, 2010 |
Invesco V.I. Comstock Fund |
February 12, 2010 |
Invesco V.I. Equity and Income Fund |
February 12, 2010 |
Invesco V.I. Global Core Equity Fund |
February 12, 2010 |
Invesco V.I. Growth and Income Fund |
February 12, 2010 |
Invesco V.I. Mid Cap Growth Fund |
February 12, 2010 |
Invesco V.I. Value Opportunities Fund |
September 10, 2001 |
The Administrator may receive from each Portfolio reimbursement for costs or reasonable
*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.
***For the additional administrative services that the Administrator provides or ensures that the Insurance Company or Qualified Plan (that has entered into a Participation Agreement with AIM Variable Insurance Funds (Invesco Variable Insurance Funds)) provides, the Portfolios shall pay Invesco Advisers, Inc., on a quarterly basis, up to an annual rate of .15% of the average net asset value of each portfolio not to exceed the Administrator's cost. To the extent that the Administrator's cost exceeds .15%, such excess amount shall be borne by the Administrator and the Administrator will not seek reimbursement at a later time for such excess amounts on services previously rendered if the Administrator's cost is later reduced to an amount below .15%."
In addition to the rate described above, Invesco V.I. Government Money Market Fund and Invesco Oppenheimer V.I. Government Money Fund shall also pay the Administrator 0.03% for the provision of the Money Market Fund Administrative Services.
2.All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
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 Davidson___________________ |
By:_/s/ Jeffrey H. Kupor_______________ |
Assistant Secretary |
Jeffrey H. Kupor |
|
Senior Vice President |
|
AIM VARIABLE INSURANCE FUNDS |
|
(INVESCO VARIABLE INSURANCE FUNDS) |
Attest: /s/ Peter Davidson___________________ |
By: __/s/ Jeffrey H. Kupor __________________ |
Assistant Secretary |
Jeffrey H. Kupor |
|
Senior Vice President |
3
PARTICIPATION AGREEMENT
BY AND AMONG
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS),
INVESCO DISTRIBUTORS, INC.,
[LIFE INSURANCE COMPANY], ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS,
AND
[NAME OF UNDERWRITER] OF VARIABLE CONTRACTS AND POLICIES
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of the ____ day of _________, 200_ ("Agreement"), by and among AIM VARIABLE INSURANCE FUNDS (INVESCO
VARIABLE INSURANCE FUNDS), a Delaware Trust |
("AVIF (IVIF)"), INVESCO |
|
DISTRIBUTORS, INC., a Delaware corporation ("INVESCO"), |
|
Life |
Insurance Company, a [STATE] life insurance company ("LIFE COMPANY"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto
may amend |
from time to time (each, an "Account," and collectively, the "Accounts"); and |
[NAME OF |
UNDERWRITER], an affiliate of LIFE COMPANY and the principal underwriter |
of the Contracts ("UNDERWRITER") (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, AVIF (IVIF) is registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, AVIF (IVIF) currently consists of thirty-three separate series ("Series"), shares ("Shares") each of which are registered under the Securities Act of 1933, as amended (the "1933 Act") and are currently sold to one or more separate accounts of life insurance companies to fund benefits under variable annuity contracts and variable life insurance contracts; and
WHEREAS, AVIF (IVIF) will make Shares of each Series listed on Schedule A hereto as the Parties hereto may amend from time to time (each a "Fund"; reference herein to "AVIF (IVIF)" includes reference to each Fund, to the extent the context requires) available for purchase by the Accounts; and
WHEREAS, LIFE COMPANY will be the issuer of certain variable annuity contracts and variable life insurance contracts ("Contracts") as set forth on Schedule A hereto, as the Parties hereto may amend from time to time, which Contracts (hereinafter collectively, the "Contracts"), if required by applicable law, will be registered under the 1933 Act; and
WHEREAS, LIFE COMPANY will fund the Contracts through the Accounts, each of which may be divided into two or more subaccounts ("Subaccounts"; reference herein to an "Account" includes reference to each Subaccount thereof to the extent the context requires); and
WHEREAS, LIFE COMPANY will serve as the depositor of the Accounts, each of which is registered as a unit investment trust investment company under the 1940 Act (or exempt therefrom), and the security interests deemed to be issued by the Accounts under the Contracts will be registered as securities under the 1933 Act (or exempt therefrom); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY intends to purchase Shares in one or more of the Funds on behalf of the Accounts to fund the Contracts; and
1
WHEREAS, UNDERWRITER is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the Financial Industry Regulatory Authority ("FINRA");
WHEREAS, INVESCO is a broker-dealer registered with the SEC under the 1934 Act and a member in good standing of the FINRA;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows:
Section 1. Available Funds
1.1Availability
AVIF (IVIF) will make Shares of each Fund available to LIFE COMPANY for purchase and redemption at net asset value and with no sales charges, subject to the terms and conditions of this Agreement. The Board of AVIF (IVIF) (the "Board") may refuse to sell Shares of any Fund to any person, or suspend or terminate the offering of Shares of any Fund (a) if such action is required by law or by regulatory authorities having jurisdiction, (b) if, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, such action is deemed in the best interests of the shareholders of such Fund, or (c) if such action is required by any policies that the Board has adopted and that apply to all Participating Insurance Companies.
1.2Addition, Deletion or Modification of Funds
The Parties hereto may agree, from time to time, to add other Funds to provide additional funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF (IVIF), or its Shares herein shall include a reference to any such additional Fund. Schedule A, as amended from time to time, is incorporated herein by reference and is a part hereof.
1.3No Sales to the General Public
AVIF (IVIF) represents and warrants that no Shares of any Fund have been or will be sold to the general public.
Section 2. Processing Transactions
2.1Timely Pricing and Orders
(a)AVIF (IVIF) or its designated agent will use its best efforts to provide LIFE COMPANY with the net asset value per Share for each Fund by 6:00 p.m. Central Time on each
2
Business Day. As used herein, "Business Day" shall mean any day on which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF (IVIF) calculates the Fund's net asset value, and (iii) LIFE COMPANY is open for business.
(b)LIFE COMPANY will use the data provided by AVIF (IVIF) each Business Day pursuant to paragraph (a) immediately above to calculate Account unit values and to process transactions that receive that same Business Day's Account unit values. LIFE COMPANY will perform such Account processing the same Business Day, and will place corresponding orders to purchase or redeem Shares with AVIF (IVIF) by 9:00 a.m. Central Time the following Business Day; provided, however, that AVIF (IVIF) shall provide additional time to LIFE COMPANY in the event that AVIF (IVIF) is unable to meet the 6:00 p.m. time stated in paragraph (a) immediately above. Such additional time shall be equal to the additional time that AVIF (IVIF) takes to make the net asset values available to LIFE COMPANY.
(c)With respect to payment of the purchase price by LIFE COMPANY and of redemption proceeds by AVIF (IVIF), LIFE COMPANY and AVIF (IVIF) shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment per Fund in accordance with Section 2.2, below.
(d)AVIF (IVIF) shall report any material error in the calculation of the net asset values, dividends or capital gain information of each Fund when the information becomes public. In the event of any material error in the calculation or communication of net asset value, dividends or capital gain information or delay in the reporting thereof by AVIF (IVIF), AVIF (IVIF) will act in accordance with its then current policies and procedures relating to error correction, which policies and procedures shall be in accordance with the 1933 Act and 1940 Act (and any applicable regulations thereunder) and SEC policies regarding pricing errors, including in regards to when the party responsible for the error must compensate a fund or its shareholders for any losses.
2.2Timely Payments
LIFE COMPANY will wire payment for net purchases to a custodial account designated by AVIF (IVIF) by 1:00 p.m. Central Time on the same day as the order for Shares is placed, to the extent practicable. AVIF (IVIF) will wire payment for net redemptions to an account designated by LIFE COMPANY by 1:00 p.m. Central Time on the same day as the Order is placed, to the extent practicable, but in any event within five (5) calendar days after the date the order is placed in order to enable LIFE COMPANY to pay redemption proceeds within the time specified in Section 22(e) of the 1940 Act or such shorter period of time as may be required by law.
2.3Applicable Price
(a)Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively,
"Contract transactions") and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange (or such other time set by the Board for purposes of determining the current net asset value of a Fund in accordance with Rule 22c-1 under the 1940
3
Act) on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF (IVIF) or its designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of AVIF (IVIF) for receipt of orders relating to Contract transactions, , in accordance with Section 22(c) and Rule 22c-1 under the 1940 Act, on each Business Day and receipt by such designated agent shall constitute receipt by AVIF (IVIF); provided that AVIF (IVIF) receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof. In connection with this Section 2.3(a), LIFE COMPANY represents and warrants that it will not submit any order for Shares or engage in any practice, nor will it allow or suffer any person acting on its behalf to submit any order for Shares or engage in any practice, that would violate or cause a violation of applicable law or regulation including, without limitation Section 22 of the 1940 Act and the rules thereunder.
(b)All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF (IVIF) or its designated agent of the order therefor, and such orders will be irrevocable.
(c)Without limiting the scope or effect of Section 1.1 hereof, pursuant to which the Board may reject a Share purchase order by or on behalf of LIFE COMPANY under the circumstances described therein, LIFE COMPANY and [NAME OF UNDERWRITER] agree to cooperate with the Fund and INVESCO to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts (including, but not limited to Contract owners, annuitants, insureds or participants, as the case may be (collectively, "Participants")) from engaging in any trading practices in any Fund that the Board or INVESCO determines, in good faith and in their sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Fund, or to be in contravention of any applicable law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law.
2.4Dividends and Distributions
AVIF (IVIF) will furnish notice by wire or telephone (followed by written confirmation) on or prior to the payment date to LIFE COMPANY of any income dividends or capital gain distributions payable on the Shares of any Fund. LIFE COMPANY hereby elects to reinvest all dividends and capital gains distributions in additional Shares of the corresponding Fund at the ex-dividend date net asset values until LIFE COMPANY otherwise notifies AVIF (IVIF) in writing, it being agreed by the Parties that the ex-dividend date and the payment date with respect to any dividend or distribution will be the same Business Day. LIFE COMPANY reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.
2.5Book Entry
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Issuance and transfer of AVIF (IVIF) Shares will be by book entry only. Stock certificates will not be issued to LIFE COMPANY. Shares ordered from AVIF (IVIF) will be recorded in an appropriate title for LIFE COMPANY, on behalf of its Account.
Section 3. Costs and Expenses
3.1General
Except as otherwise specifically provided in Schedule B, attached hereto and made a part hereof, each Party will bear, or arrange for others to bear, all expenses incident to its performance under this Agreement.
3.2Parties To Cooperate
Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF (IVIF) and the Accounts.
Section 4. Legal Compliance
4.1Tax Laws
(a)AVIF (IVIF) represents and warrants that each Fund is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.
(b)AVIF (IVIF) represents that it will use its best efforts to comply and to maintain each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF (IVIF) will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF (IVIF), it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.
(c)Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF (IVIF) and/or INVESCO to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE
COMPANY's knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise
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becomes aware of any facts that could give rise to any claim against AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure:
(i)LIFE COMPANY shall promptly notify AVIF (IVIF) of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant);
(ii)LIFE COMPANY shall consult with AVIF (IVIF) as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(iii)LIFE COMPANY shall use its best efforts to minimize any liability of AVIF (IVIF) or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817- 5(a)(2), to the Commissioner of the IRS that such failure was inadvertent;
(iv)LIFE COMPANY shall permit AVIF (IVIF), its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF (IVIF) or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals;
(v)any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (IVIF) (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF (IVIF) which shall not be unreasonably withheld;
(vi)LIFE COMPANY shall provide AVIF (IVIF) or its affiliates and their accounting and legal advisors with such cooperation as AVIF (IVIF) shall reasonably request (including, without limitation, by permitting AVIF (IVIF) and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF (IVIF) or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure;
(vii)LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF (IVIF) or its
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affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF (IVIF) or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF (IVIF) or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and
(viii)AVIF (IVIF) and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability.
Should AVIF (IVIF) or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF (IVIF) or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF (IVIF) or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF (IVIF)'s refusal to accept the proposed settlement or
compromise with respect to any failure caused by AVIF (IVIF). As used in this Agreement, the term "affiliates" shall have the same meaning as "affiliated person" as defined in Section 2(a)(3) of the 1940 Act.
(d)LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future.
(e)LIFE COMPANY represents and warrants that each Account is a "segregated asset account" and that interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF (IVIF) immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
4.2Insurance and Certain Other Laws
(a)AVIF (IVIF) will use its best efforts to comply with any applicable state insurance laws or regulations, to the extent specifically requested in writing by LIFE COMPANY, which efforts shall include, without limitation, the furnishing of information that is
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not otherwise available to LIFE COMPANY and that is required by state insurance law to enable LIFE COMPANY to obtain the authority needed to issue the Contracts in any applicable state.
(b)LIFE COMPANY represents and warrants that (i) it is an insurance company duly organized, validly existing and in good standing under the laws of the State of
_________________ and has full corporate power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, (ii) it has legally and validly established and maintains each Account as a segregated asset account under Section
____ of the _________________ Insurance Law and the regulations thereunder, and (iii) the Contracts comply in all material respects with all other applicable federal and state laws and regulations.
(c)AVIF (IVIF) represents and warrants that it is lawfully organized, validly existing, and in good standing under the laws of the State of Delaware and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.
4.3Securities Laws
(a)LIFE COMPANY represents and warrants that (i) interests in each Account pursuant to the Contracts will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and the law(s) of LIFE COMPANY's state(s) of organization and domicile, (iii) each
Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act,
(iv)each Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, to the extent required, (v) each Account's 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (vi) LIFE COMPANY will amend the registration statement for its Contracts under the 1933 Act and for its Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as "Account Prospectus"), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder.
(b)AVIF (IVIF) represents and warrants that (i) Shares sold pursuant to this Agreement will be registered under the 1933 Act to the extent required by the 1933 Act and duly authorized for issuance and sold in compliance with Delaware law, (ii) AVIF (IVIF) is and will remain registered under the 1940 Act to the extent required by the 1940 Act, (iii) AVIF (IVIF) will amend the registration statement for its Shares under the 1933 Act and itself under the 1940 Act from time to time as required in order to effect the continuous offering of its Shares, (iv) AVIF (IVIF) does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, (v) AVIF (IVIF)'s 1933 Act registration statement, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and rules thereunder, and (vi) AVIF (IVIF)'s Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as "AVIF (IVIF)
8
Prospectus"), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder.
(c)AVIF (IVIF) will at its expense register and qualify its Shares for sale in accordance with the laws of any state or other jurisdiction if and to the extent reasonably deemed advisable by AVIF (IVIF).
(d)AVIF (IVIF) represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.
4.4Notice of Certain Proceedings and Other Circumstances
(a)AVIF (IVIF) or INVESCO will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF (IVIF)'s registration statement under the 1933 Act or AVIF (IVIF) Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF (IVIF) Prospectus that may affect the offering of Shares of AVIF (IVIF), (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF (IVIF)'s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF (IVIF) and INVESCO will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
(b)LIFE COMPANY or UNDERWRITER will immediately notify AVIF (IVIF) of
(i)the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF (IVIF), (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
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4.5LIFE COMPANY To Provide Documents; Information About AVIF (IVIF)
(a)LIFE COMPANY will provide to AVIF (IVIF) or its designated agent at least one
(1)complete copy of all SEC registration statements, Account Prospectuses, reports, any preliminary and final voting instruction solicitation material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to each Account or the Contracts, contemporaneously with the filing of such document with the SEC or other regulatory authorities.
(b)LIFE COMPANY will provide to AVIF (IVIF) or its designated agent at least one
(1)complete copy of each piece of sales literature or other promotional material in which AVIF (IVIF) or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF (IVIF) or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF (IVIF) hereby designates INVESCO as the entity to receive such sales literature, until such time as AVIF (IVIF) appoints another designated agent by giving notice to LIFE COMPANY in the manner required by Section 9 hereof.
(c)Neither LIFE COMPANY nor any of its affiliates, will give any information or make any representations or statements on behalf of or concerning AVIF (IVIF) or its affiliates in connection with the sale of the Contracts other than (i) the information or representations contained in the registration statement, including the AVIF (IVIF) Prospectus contained therein, relating to Shares, as such registration statement and AVIF (IVIF) Prospectus may be amended from time to time; or (ii) in reports or proxy materials for AVIF (IVIF); or (iii) in published reports for AVIF (IVIF) that are in the public domain and approved by AVIF (IVIF) for distribution; or (iv) in sales literature or other promotional material approved by AVIF (IVIF), except with the express written permission of AVIF (IVIF).
(d)LIFE COMPANY shall adopt and implement procedures reasonably designed to ensure that information concerning AVIF (IVIF) and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) ("broker only materials") is so used, and neither AVIF (IVIF) nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
(e)For the purposes of this Section 4.5, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional
10
information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act, or the 1940 Act.
4.6AVIF (IVIF) To Provide Documents; Information About LIFE COMPANY
(a)AVIF (IVIF) will provide to LIFE COMPANY at least one (1) complete copy of all SEC registration statements, AVIF (IVIF) Prospectuses, reports, any preliminary and final proxy material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to AVIF (IVIF) or the Shares of a Fund, contemporaneously with the filing of such document with the SEC or other regulatory authorities.
(b)AVIF (IVIF) will provide to LIFE COMPANY a camera ready copy of all AVIF (IVIF) prospectuses and printed copies, in an amount specified by LIFE COMPANY, of AVIF
(IVIF) statements of additional information, proxy materials, periodic reports to shareholders and other materials required by law to be sent to Participants who have allocated any Contract value to a Fund. AVIF (IVIF) will provide such copies to LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as the case may be, to print and distribute such materials within the time required by law to be furnished to Participants.
(c)AVIF (IVIF) will provide to LIFE COMPANY or its designated agent at least one
(1)complete copy of each piece of sales literature or other promotional material in which LIFE COMPANY, or any of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if LIFE COMPANY or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. LIFE COMPANY shall receive all such sales literature until such time as it appoints a designated agent by giving notice to AVIF (IVIF) in the manner required by Section 9 hereof.
(d)Neither AVIF (IVIF) nor any of its affiliates will give any information or make any representations or statements on behalf of or concerning LIFE COMPANY, each Account, or the Contracts other than (i) the information or representations contained in the registration statement, including each Account Prospectus contained therein, relating to the Contracts, as such registration statement and Account Prospectus may be amended from time to time; or (ii) in published reports for the Account or the Contracts that are in the public domain and approved by LIFE COMPANY for distribution; or (iii) in sales literature or other promotional material approved by LIFE COMPANY or its affiliates, except with the express written permission of
LIFE COMPANY.
(e)AVIF (IVIF) shall cause its principal underwriter to adopt and implement procedures reasonably designed to ensure that information concerning LIFE COMPANY, and its respective affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) ("broker only materials") is so used, and neither LIFE COMPANY, nor any of its respective affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
(f)For purposes of this Section 4.6, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed
11
for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act, or the 1940 Act.
Section 5. Mixed and Shared Funding
5.1General
The SEC has granted an order to AVIF (IVIF) exempting it from certain provisions of the 1940 Act and rules thereunder so that AVIF (IVIF) may be available for investment by certain other entities, including, without limitation, separate accounts funding variable annuity contracts or variable life insurance contracts, separate accounts of insurance companies unaffiliated with LIFE COMPANY, and trustees of qualified pension and retirement plans (collectively, "Mixed and Shared Funding"). The Parties recognize that the SEC has imposed terms and conditions for such orders that are substantially identical to many of the provisions of this Section 5. Sections
5.2through 5.8 below shall apply pursuant to the exemptive order granted to AVIF (IVIF). AVIF (IVIF) hereby notifies LIFE COMPANY that, in the event that AVIF (IVIF) implements Mixed and Shared Funding, it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of Mixed and Shared Funding.
5.2Disinterested Trustees
AVIF (IVIF) agrees that its Board shall at all times consist of trustees a majority of whom (the "Disinterested Trustees") are not interested persons of AVIF (IVIF) within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended
(a)for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies or (c) for such longer period as the SEC may prescribe by order upon application.
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5.3Monitoring for Material Irreconcilable Conflicts
AVIF (IVIF) agrees that its Board will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF (IVIF) ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF (IVIF) ("Participating Plans"). LIFE COMPANY agrees to inform the Board of AVIF (IVIF) of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:
(a)an action by any state insurance or other regulatory authority;
(b)a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities;
(c)an administrative or judicial decision in any relevant proceeding;
(d)the manner in which the investments of any Fund are being managed;
(e)a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies;
(f)a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or
(g)a decision by a Participating Plan to disregard the voting instructions of Plan
participants.
Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board in carrying out its responsibilities by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.
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5.4Conflict Remedies
(a)It is agreed that if it is determined by a majority of the members of the Board or a majority of the Disinterested Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to:
(i)withdrawing the assets allocable to some or all of the Accounts from AVIF (IVIF) or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF (IVIF), or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and
(ii)establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company.
(b)If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF (IVIF)'s election, to withdraw each Account's investment in AVIF (IVIF) or any Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF (IVIF) gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF (IVIF).
(c)If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF (IVIF) within six (6) months after AVIF (IVIF)'s Board informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF (IVIF) shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF (IVIF). No charge or penalty will be imposed as a result of such withdrawal.
(d)LIFE COMPANY agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Participants.
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(e)For purposes hereof, a majority of the Disinterested Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF (IVIF) or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.
5.5Notice to LIFE COMPANY
AVIF (IVIF) will promptly make known in writing to LIFE COMPANY the Board's determination of the existence of a material irreconcilable conflict, a description of the facts that give rise to such conflict and the implications of such conflict.
5.6Information Requested by Board
LIFE COMPANY and AVIF (IVIF) (or its investment adviser) will at least annually submit to the Board of AVIF (IVIF) such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the provisions hereof or any exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials and data will be submitted at any reasonable time deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board actions with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request.
5.7Compliance with SEC Rules
If, at any time during which AVIF (IVIF) is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF (IVIF) agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.
5.8Other Requirements
AVIF (IVIF) will require that each Participating Insurance Company and Participating Plan enter into an agreement with AVIF (IVIF) that contains in substance the same provisions as are set forth in Sections 4.1(b), 4.1(d), 4.3(a), 4.4(b), 4.5(a), 5, and 10 of this Agreement.
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Section 6. Termination
6.1Events of Termination
Subject to Section 6.4 below, this Agreement will terminate as to a Fund:
(a)at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or
(b)at the option of AVIF (IVIF) upon institution of formal proceedings against LIFE COMPANY or its affiliates by the FINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF (IVIF) reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or
(c)at the option of LIFE COMPANY upon institution of formal proceedings against AVIF (IVIF), its principal underwriter, or its investment adviser by the FINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF (IVIF)'s obligations under this Agreement or related to the operation or management of AVIF (IVIF) or the purchase of AVIF (IVIF) Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or
(d)at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or
(e)upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or
(f)at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or
(g)at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or
(h)at the option of AVIF (IVIF) if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an
16
Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or
(i)upon another Party's material breach of any provision of this Agreement.
6.2Notice Requirement for Termination
No termination of this Agreement will be effective unless and until the Party terminating this Agreement gives prior written notice to the other Party to this Agreement of its intent to terminate, and such notice shall set forth the basis for such termination. Furthermore:
(a)in the event that any termination is based upon the provisions of Sections 6.1(a) or 6.1(e) hereof, such prior written notice shall be given at least six (6) months in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto;
(b)in the event that any termination is based upon the provisions of Sections 6.1(b) or 6.1(c) hereof, such prior written notice shall be given at least ninety (90) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; and
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(c)in the event that any termination is based upon the provisions of Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as possible within twenty-four (24) hours after the terminating Party learns of the event causing termination to be required.
6.3Funds To Remain Available
Notwithstanding any termination of this Agreement by LIFE COMPANY, AVIF (IVIF) will, at the option of LIFE COMPANY, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"), unless INVESCO or the Board determines that doing so would not serve the best interests of the shareholders of the affected Funds or would be inconsistent with applicable law or regulation. Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any (i) terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement or (ii) any rejected purchase and/or redemption order as described in Section 2.3(c) hereof.
6.4Survival of Warranties and Indemnifications
All warranties and indemnifications will survive the termination of this Agreement.
6.5Continuance of Agreement for Certain Purposes
If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the "Final Termination Date") six (6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i).
Section 7. Parties To Cooperate Respecting Termination
The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.
Section 8. Assignment
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This Agreement may not be assigned by any Party, except with the written consent of each other Party.
Section 9. Notices
Notices and communications required or permitted will be given by means mutually acceptable to the Parties concerned. Each other notice or communication required or permitted by this Agreement will be given to the following persons at the following addresses and facsimile numbers, or such other persons, addresses or facsimile numbers as the Party receiving such notices or communications may subsequently direct in writing:
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) INVESCO DISTRIBUTORS, INC.
11 Greenway Plaza, Suite 1000
Houston, Texas 77046
Facsimile: (713) 993-9185
Attn: Veronica Castillo, Esq.
LIFE COMPANY
Street Address
City, State, Zip Code
Facsimile:
Attn: [NAME OF PERSON]
UNDERWRITER
Street Address
City, State, Zip Code
Facsimile:
Attn: [NAME OF PERSON]
Section 10. Voting Procedures
Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF (IVIF) to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its
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own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF (IVIF). AVIF (IVIF) will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF (IVIF) will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF (IVIF) either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF (IVIF) is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF (IVIF) will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.
Section 11. Foreign Tax Credits
AVIF (IVIF) agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.
Section 12. Indemnification
12.1Of AVIF (IVIF) and AIM by LIFE COMPANY and UNDERWRITER
(a)Except to the extent provided in Sections 12.1(b) and 12.1(c), below, LIFE COMPANY and UNDERWRITER agree to indemnify and hold harmless AVIF (IVIF), INVESCO, their affiliates, and each person, if any, who controls AVIF (IVIF), INVESCO, or their affiliates within the meaning of Section 15 of the 1933 Act and each of their respective trustees and officers, (collectively, the "Indemnified Parties" for purposes of this Section 12.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of LIFE COMPANY and UNDERWRITER) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:
(i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that this agreement to indemnify shall not apply as
20
to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY or UNDERWRITER by or on behalf of AVIF (IVIF) or INVESCO for use in any Account's 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or
(ii)arise out of or as a result of any other statements or representations (other than statements or representations contained in AVIF (IVIF)'s 1933 Act registration statement, AVIF (IVIF) Prospectus, sales literature or advertising of AVIF (IVIF), or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of LIFE COMPANY, UNDERWRITER or their respective affiliates or persons under their control (including, without limitation, their employees and "persons associated with a member," as that term is defined in paragraph (q) of Article I of the FINRA's By-Laws), in connection with the sale or distribution of the Contracts or Shares; or
(iii)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF (IVIF)'s 1933 Act registration statement, AVIF (IVIF) Prospectus, sales literature or advertising of AVIF (IVIF), or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to AVIF (IVIF), INVESCO or their affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF (IVIF)'s 1933 Act registration statement, AVIF (IVIF) Prospectus, sales literature or advertising of AVIF (IVIF), or any amendment or supplement to any of the foregoing; or
(iv)arise as a result of any failure by LIFE COMPANY or UNDERWRITER to perform the obligations, provide the services and furnish the materials required of them under the terms of this Agreement, or any material breach of any representation and/or warranty made by LIFE COMPANY or UNDERWRITER in this Agreement or arise out of or result from any other material breach of this Agreement by LIFE COMPANY or UNDERWRITER; or
(v)arise as a result of failure by the Contracts issued by LIFE COMPANY to qualify as annuity contracts or life insurance contracts under the Code,
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otherwise than by reason of any Fund's failure to comply with Subchapter M or Section 817(h) of the Code.
(b)Neither LIFE COMPANY nor UNDERWRITER shall be liable under this Section
12.1with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of that Indemnified Party's reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF (IVIF) or INVESCO.
(c)Neither LIFE COMPANY nor UNDERWRITER shall be liable under this Section
12.1with respect to any action against an Indemnified Party unless AVIF (IVIF) or INVESCO shall have notified LIFE COMPANY and UNDERWRITER in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify LIFE COMPANY and UNDERWRITER of any such action shall not relieve LIFE COMPANY and UNDERWRITER from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.1. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, LIFE COMPANY and UNDERWRITER shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from LIFE COMPANY or UNDERWRITER to such Indemnified Party of LIFE COMPANY's or UNDERWRITER's election to assume the defense thereof, the Indemnified Party will cooperate fully with LIFE COMPANY and UNDERWRITER and shall bear the fees and expenses of any additional counsel retained by it, and neither
LIFE
COMPANY nor UNDERWRITER will be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.
12.2Of LIFE COMPANY and UNDERWRITER by AVIF (IVIF) and INVESCO
(a)Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF (IVIF) and INVESCO agree to indemnify and hold harmless LIFE COMPANY, UNDERWRITER, their respective affiliates, and each person, if any, who controls LIFE COMPANY, UNDERWRITER or their respective affiliates within the meaning of Section 15 of the 1933 Act and each of their respective trustees and officers, (collectively, the "Indemnified Parties" for purposes of this Section 12.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AVIF (IVIF) and/or INVESCO) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law, or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:
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(i)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF (IVIF)'s 1933 Act registration statement, AVIF (IVIF) Prospectus or sales literature or advertising of AVIF (IVIF) (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to AVIF (IVIF) or its affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF (IVIF)'s 1933 Act registration statement, AVIF (IVIF) Prospectus, or in sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or
(ii)arise out of or as a result of any other statements or representations (other than statements or representations contained in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising for the Contracts, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of AVIF (IVIF), INVESCO or their affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of AVIF (IVIF), INVESCO or their affiliates or persons under their control (including, without limitation, their employees and "persons associated with a member" as that term is defined in Section (q) of Article I of the FINRA By-Laws), in connection with the sale or distribution of AVIF (IVIF) Shares; or
(iii)arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY, UNDERWRITER or their respective affiliates by or on behalf of AVIF (IVIF) or INVESCO for use in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing; or
23
(iv)arise as a result of any failure by AVIF (IVIF) to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement, or any material breach of any representation and/or warranty made by AVIF (IVIF) in this Agreement or arise out of or result from any other material breach of this Agreement by AVIF (IVIF).
(b)The parties agree that the foregoing indemnification by AVIF (IVIF) shall not apply to any acts or omissions of INVESCO. Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e) hereof, AVIF (IVIF) and INVESCO agree to indemnify and hold harmless the Indemnified Parties from and against any and all losses, claims, damages, liabilities (including amounts paid in settlement thereof with, the written consent of AVIF (IVIF) and/or INVESCO) or actions in respect thereof (including, to the extent reasonable, legal and other expenses) to which the Indemnified Parties may become subject directly or indirectly under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or actions directly or indirectly result from or arise out of the failure of any Fund to operate as a regulated investment company in compliance with (i) Subchapter M of the Code and regulations thereunder, or (ii) Section 817(h) of the Code and regulations thereunder, including, without limitation, any income taxes and related penalties, rescission charges, liability under state law to Participants asserting liability against LIFE COMPANY pursuant to the Contracts, the costs of any ruling and closing agreement or other settlement with the IRS, and the cost of any substitution by LIFE COMPANY of Shares of another investment company or portfolio for those of any adversely affected Fund as a funding medium for each Account that LIFE COMPANY reasonably deems necessary or appropriate as a result of the noncompliance.
(c)Neither AVIF (IVIF) nor INVESCO shall be liable under this Section 12.2 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of such Indemnified Party's reckless disregard of its obligations and duties (i) under this Agreement, or (ii) to LIFE COMPANY, UNDERWRITER, each Account or Participants.
(d)Neither AVIF (IVIF) nor INVESCO shall be liable under this Section 12.2 with respect to any action against an Indemnified Party unless the Indemnified Party shall have notified AVIF (IVIF) and/or INVESCO in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify AVIF (IVIF) or INVESCO of any such action shall not relieve AVIF (IVIF) or INVESCO from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section
12.2.Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF (IVIF) and/or INVESCO will be entitled to participate, at its own expense, in the defense of such action and also shall be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS), with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from AVIF (IVIF) and/or INVESCO to such Indemnified Party of AVIF (IVIF)'s or INVESCO's
24
election to assume the defense thereof, the Indemnified Party will cooperate fully with AVIF (IVIF) and INVESCO and shall bear the fees and expenses of any additional counsel retained by it, and AVIF (IVIF) and INVESCO will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.
(e)In no event shall AVIF (IVIF) or INVESCO be liable under the indemnification provisions contained in this Agreement to any individual or entity, including, without limitation, LIFE COMPANY, UNDERWRITER or any other Participating Insurance Company or any Participant, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by LIFE COMPANY or UNDERWRITER hereunder or by any other Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants;
(ii)the failure by LIFE COMPANY or any other Participating Insurance Company to maintain its segregated asset account (which invests in any Fund) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or any other Participating Insurance Company to maintain its variable annuity or life insurance contracts (with respect to which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance contracts under applicable provisions of the Code.
12.3Effect of Notice
Any notice given by the indemnifying Party to an Indemnified Party referred to in Sections 12.1(c) or 12.2(d) above of participation in or control of any action by the indemnifying Party will in no event be deemed to be an admission by the indemnifying Party of liability, culpability or responsibility, and the indemnifying Party will remain free to contest liability with respect to the claim among the Parties or otherwise.
12.4Successors
A successor by law of any Party shall be entitled to the benefits of the indemnification contained in this Section 12.
Section 13. Applicable Law
This Agreement will be construed and the provisions hereof interpreted under and in accordance with Delaware law, without regard for that state's principles of conflict of laws.
Section 14. Execution in Counterparts
This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.
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Section 15. Severability
If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
Section 16. Rights Cumulative
The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, that the Parties are entitled to under federal and state laws.
Section 17. Headings
The Table of Contents and headings used in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement.
Section 18. Confidentiality
AVIF (IVIF) acknowledges that the identities of the customers of LIFE COMPANY or any of its affiliates (collectively, the "LIFE COMPANY Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the LIFE COMPANY Protected Parties or any of their employees or agents in connection with LIFE COMPANY's performance of its duties under this Agreement are the valuable property of the LIFE COMPANY Protected Parties. AVIF (IVIF) agrees that if it comes into possession of any list or compilation of the identities of or other information about the LIFE COMPANY Protected Parties' customers, or any other information or property of the LIFE COMPANY Protected Parties, other than such information as may be independently developed or compiled by AVIF (IVIF) from information supplied to it by the LIFE COMPANY Protected Parties' customers who also maintain accounts directly with AVIF (IVIF), AVIF (IVIF) will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with LIFE COMPANY's prior written consent; or (b) as required by law or judicial process. LIFE COMPANY acknowledges that the identities of the customers of AVIF (IVIF) or any of its affiliates (collectively, the "AVIF (IVIF) Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the AVIF (IVIF) Protected Parties or any of their employees or agents in connection with AVIF (IVIF)'s performance of its duties under this Agreement are the valuable property of the AVIF (IVIF) Protected Parties. LIFE COMPANY agrees that if it comes into possession of any list or compilation of the identities of or other information about the AVIF (IVIF) Protected Parties' customers or any other information or property of the AVIF (IVIF) Protected Parties, other than such information as may be independently developed or
26
compiled by LIFE COMPANY from information supplied to it by the AVIF (IVIF) Protected Parties' customers who also maintain accounts directly with LIFE COMPANY, LIFE COMPANY will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with AVIF (IVIF)'s prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 18 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.
Section 19. Trademarks and Fund Names
(a)Except as may otherwise be provided in a License Agreement among A I M Management Group Inc., LIFE COMPANY and UNDERWRITER, neither LIFE COMPANY nor UNDERWRITER or any of their respective affiliates, shall use any trademark, trade name, service mark or logo of AVIF (IVIF), INVESCO or any of their respective affiliates, or any variation of any such trademark, trade name, service mark or logo, without AVIF (IVIF)'s or INVESCO's prior written consent, the granting of which shall be at AVIF (IVIF)'s or INVESCO's sole option.
(b)Except as otherwise expressly provided in this Agreement, neither AVIF (IVIF), its investment adviser, its principal underwriter, or any affiliates thereof shall use any trademark, trade name, service mark or logo of LIFE COMPANY, UNDERWRITER or any of their affiliates, or any variation of any such trademark, trade name, service mark or logo, without LIFE COMPANY's or UNDERWRITER's prior written consent, the granting of which shall be at LIFE COMPANY's or UNDERWRITER's sole option.
Section 20. Parties to Cooperate
Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including, without limitation, the SEC, the FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records (including copies thereof) in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Section 21. Amendments; Need For
No provision of this Agreement may be amended or modified in any manner except by mutual written agreement executed by all parties hereto. The Parties shall, from time to time, review this Agreement to determine the extent to which an amendment thereto may be necessary or appropriate to reflect changes in applicable law or regulation, and shall cooperate in implementing any such amendment in a timely manner, it being understood and agreed to that no
27
such amendment shall take effect except upon mutual written agreement of all Parties as stated above.
Section 22. Force Majeure
Each Party shall be excused from the performance of any of its obligations to the other where such nonperformance is occasioned by any event beyond its control which shall include, without limitation, any applicable order, rule or regulation of any federal, state or local body, agency or instrumentality with jurisdiction, work stoppage, accident, natural disaster, war, acts of terrorism or civil disorder, provided that the Party so excused shall use all reasonable efforts to minimize its nonperformance and overcome, remedy, cure or remove such event as soon as is reasonably practicable, and such performance shall be excused only for so long as, in any given case, the force or circumstances making performance impossible shall exist.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Attest:By:
Name:Name:
Title:Title:
INVESCO DISTRIBUTORS, INC.
Attest:By:
Name:Name:
Title:Title:
[LIFE INSURANCE COMPANY], on behalf of itself and its separate accounts
29
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
ALL SERIES I AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SEPARATE ACCOUNTS UTILIZING THE FUNDS
ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
30
SCHEDULE B
EXPENSE ALLOCATIONS
Life Company
AVIF (IVIF) / INVESCO
preparing and filing the Account's registration
Preparing and filing the Fund's registration
statement
statement
text composition for Account prospectuses and
text composition for Fund prospectuses and
supplements
supplements
text alterations of prospectuses (Account) and
text alterations of prospectuses (Fund) and
supplements (Account)
supplements (Fund)
printing Account and Fund prospectuses and
a camera ready Fund prospectus
supplements
text composition and printing Account SAIs
text composition and printing Fund SAIs
mailing and distributing Account SAIs to policy
mailing and distributing Fund SAIs to policy
owners upon request by policy owners
owners upon request by policy owners
mailing and distributing prospectuses (Account
and Fund) and supplements (Account and Fund)
to policy owners of record as required by Federal
Securities Laws and to prospective purchasers
text composition (Account), printing, mailing,
text composition of annual and semi-annual
and distributing annual and semi-annual reports
reports (Fund)
for Account (Fund and Account as, applicable)
text composition, printing, mailing, distributing,
text composition, printing, mailing, distributing
and tabulation of proxy statements and voting
and tabulation of proxy statements and voting
instruction solicitation materials to policy owners
instruction solicitation materials to policy
with respect to proxies related to the Account
owners with respect to proxies related to the
Fund
preparation, printing and distributing sales
material and advertising relating to the Funds,
insofar as such materials relate to the Contracts
and filing such materials with and obtaining
approval from, the SEC, the FINRA, any state
insurance regulatory authority, and any other
appropriate regulatory authority, to the extent
required
31
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 Treasurer's Series Trust (Invesco Treasurer's 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.Invesco's 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 Trust's detriment prior to the
Expiration Date without requesting and receiving the approval of the Board of Trustee of the
applicable Fund's 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 Trust's 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 Trust's 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 TREASURER'S SERIES TRUST (INVESCO TREASURER'S 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 |
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Title: |
Senior Vice President |
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INVESCO ADVISERS, INC. |
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By: |
/s/ Jeffrey H. Kupor |
|
Title: |
Senior Vice President |
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Exhibit A to Advisory Fee MOA
AIM Growth Series |
Waiver Description |
Effective Date |
Expiration |
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(Invesco Growth Series) |
Date |
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Invesco Active Allocation |
Invesco will waive advisory fees in the amount of |
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0.04% of the Fund's average daily net assets |
05/28/2019 |
05/31/2021 |
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Fund |
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Invesco Select Risk: |
Invesco will waive advisory fees in the amount of |
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Conservative Investor |
0.10% of the Fund's average daily net assets |
05/28/2019 |
05/31/2021 |
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Fund |
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Invesco Select Risk: |
Invesco will waive advisory fees in the amount of |
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0.07% of the Fund's average daily net assets |
05/28/2019 |
05/31/2021 |
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Moderate Investor Fund |
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AIM Investment Funds |
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Expiration |
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(Invesco Investment |
Waiver Description |
Effective Date |
||
Date |
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Funds |
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Invesco Balanced-Risk |
Invesco will waive advisory fees in an amount |
02/24/15 |
06/30/2021 |
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equal to the advisory fees earned on underlying |
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Commodity Strategy Fund |
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affiliated investments |
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Invesco Global Targeted |
Invesco will waive advisory fees in an amount |
12/17/2013 |
06/30/2021 |
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equal to the advisory fees earned on underlying |
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Returns Fund |
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affiliated investments |
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AIM Treasurer's Series |
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Expiration |
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Trust (Invesco |
Waiver Description |
Effective Date |
||
Date |
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Treasurer's Series Trust) |
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||
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Invesco Premier Portfolio |
Invesco will waive advisory fees in the amount of |
2/1/2011 |
12/31/2020 |
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0.07% of the Fund's average daily net assets |
|
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Invesco Premier U.S. |
Invesco will waive advisory fees in the amount of |
2/1/2011 |
12/31/2020 |
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Government Money |
0.07% of the Fund's average daily net assets |
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Portfolio |
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Invesco Premier Tax- |
Invesco will waive advisory fees in the amount of |
06/01/2016 |
12/31/2020 |
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Exempt Portfolio |
0.05% of the Fund's average daily net assets |
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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 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 Master Loan 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 S&P 500 Index Fund |
February 12, 2010 |
June 30, 2021 |
Invesco Short Duration High Yield Municipal Fund |
September 30, 2015 |
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 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 Active Allocation Fund |
May 28, 2019 |
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 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 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 Advantage International Fund |
May 28, 2019 |
June 30, 2021 |
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 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 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 Fund1 |
May 29, 2009 |
June 30, 2021 |
Invesco Balanced-Risk Commodity Strategy Fund2 |
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 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 Fund3 |
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 Fund4 |
September 25, 2012 |
June 30, 2021 |
Invesco Multi-Asset Income Fund5 |
December 13, 2011 |
June 30, 2021 |
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 Fund6 |
May 28, 2019 |
June 30, 2021 |
Invesco Oppenheimer Global Allocation Fund7 |
May 28, 2019 |
June 30, 2021 |
1Advisory 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.
2Advisory 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.
3Advisory 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.
4Advisory 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.
5Advisory 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.
6Advisory 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.
7Advisory 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.
8Advisory 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.
9Advisory 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.
10Advisory 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 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 |
May 28, 2019 |
June 30, 2021 |
Municipal Fund |
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|
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 |
May 28, 2019 |
June 30, 2021 |
Municipal Fund |
|
|
Invesco Oppenheimer Rochester® Limited Term New York |
May 28, 2019 |
June 30, 2021 |
Municipal Fund |
|
|
Invesco Oppenheimer Rochester® New Jersey Municipal |
May 28, 2019 |
June 30, 2021 |
Fund |
|
|
Invesco Oppenheimer Rochester® Pennsylvania Municipal |
May 28, 2019 |
June 30, 2021 |
Fund |
|
|
Invesco Rochester New York Municipals Fund |
May 28, 2019 |
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 |
Invesco Oppenheimer V.I. Global Strategic Income Fund11 |
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 Fund12 |
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. 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 |
11Advisory 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.
12Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund IV, Ltd. invests.
INVESCO EXCHANGE FUND |
|
|
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL |
Invesco Exchange Fund |
September 30, 2015 |
June 30, 2021 |
INVESCO SECURITIES TRUST |
|
|
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL |
Invesco Balanced-Risk Aggressive Allocation Fund13 |
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 |
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 |
13Advisory 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.
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 fund's 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 Trust's detriment prior to the
Expiration Date without requesting and receiving the approval of the Board of Trustees of the applicable Fund's 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 Trust's 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 Trust's 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/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
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 Core Plus Bond Fund |
|
|
|
|
Class A Shares |
Contractual |
0.75% |
December 16, 2016 |
December 31, 2020 |
Class C Shares |
Contractual |
1.50% |
December 16, 2016 |
December 31, 2020 |
Class R Shares |
Contractual |
1.00% |
December 16, 2016 |
December 31, 2020 |
Class R5 Shares |
Contractual |
0.50% |
December 16, 2016 |
December 31, 2020 |
Class R6 Shares |
Contractual |
0.50% |
December 16, 2016 |
December 31, 2020 |
Class Y Shares |
Contractual |
0.50% |
December 16, 2016 |
December 31, 2020 |
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 23 for footnotes to Exhibit A. |
|
|
|
|
3
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
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 Master Loan Fund |
|
|
|
|
Class R6 |
Contractual |
0.38% |
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 |
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 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 |
See page 23 for footnotes to Exhibit A.
4
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Short Duration High Yield |
|
|
|
|
Municipal Fund |
|
|
|
|
Class A Shares |
Contractual |
0.79% |
September 30, 2015 |
May 31, 2021 |
Class C Shares |
Contractual |
1.54% |
September 30, 2015 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.54% |
September 30, 2015 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.54% |
April 4, 2017 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.54% |
September 30, 2015 |
May 31, 2021 |
AIM Equity Funds (Invesco Equity Funds)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
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 Main Street All Cap |
|
|
|
|
Fund® |
|
|
|
May 31, 2021 |
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 |
|
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 |
See page 23 for footnotes to Exhibit A.
5
AIM Funds Group (Invesco Funds Group)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
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, 2021 |
Class C Shares |
Contractual |
1.97% |
January 1, 2017 |
April 30, 2021 |
Class R Shares |
Contractual |
1.47% |
January 1, 2017 |
April 30, 2021 |
Class R5 Shares |
Contractual |
0.97% |
January 1, 2017 |
April 30, 2021 |
Class R6 Shares |
Contractual |
0.97% |
April 4, 2017 |
April 30, 2021 |
Class Y Shares |
Contractual |
0.97% |
January 1, 2017 |
April 30, 2021 |
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/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco 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 23 for footnotes to Exhibit A.
6
See page 23 for footnotes to Exhibit A.
7
8
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Peak Retirement™ 2065 Fund |
|
|
|
|
Class A Shares |
Contractual |
0.81% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class C Shares |
Contractual |
1.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class R Shares |
Contractual |
1.06% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class R5 Shares |
Contractual |
0.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class R6 Shares |
Contractual |
0.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class Y Shares |
Contractual |
0.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Invesco Peak Retirement™ Now Fund |
|
|
|
|
Class A Shares |
Contractual |
0.81% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class C Shares |
Contractual |
1.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class R Shares |
Contractual |
1.06% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class R5 Shares |
Contractual |
0.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class R6 Shares |
Contractual |
0.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Class Y Shares |
Contractual |
0.56% less net AFFE* |
December 18, 2017 |
April 30, 2021 |
Invesco Quality Income Fund |
|
|
|
|
Class A Shares |
Contractual |
0.80% |
May 15, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.60% |
May 15, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
1.10% |
May 15, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.53% |
May 15, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.48% |
May 15, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.50% |
May 15, 2020 |
May 31, 2021 |
Invesco Select Risk: 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 Select Risk: Growth Investor 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 Select Risk: High 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 Select Risk: 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 S Shares |
Contracutal |
0.37% |
December 9, 2019 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.22% |
May 28, 2019 |
May 31, 2021 |
See page 23 for footnotes to Exhibit A.
10
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Select Risk: Moderately Conservative |
|
|
|
|
Investor Fund |
Contractual |
1.50% |
July 1, 2012 |
June 30, 2020 |
Class A Shares |
Contractual |
2.25% |
July 1, 2012 |
June 30, 2020 |
Class C Shares |
Contractual |
1.75% |
July 1, 2012 |
June 30, 2020 |
Class R Shares |
Contractual |
1.25% |
July 1, 2012 |
June 30, 2020 |
Class R5 Shares |
Contractual |
1.25% |
April 4, 2017 |
June 30, 2020 |
Class R6 Shares |
Contractual |
1.40% |
July 1, 2012 |
June 30, 2020 |
Class S Shares |
Contractual |
1.25% |
July 1, 2012 |
June 30, 2020 |
Class Y Shares |
|
|
|
|
Invesco Small Cap Growth Fund |
|
|
|
|
Class A Shares |
Contractual |
1.19% |
May 15, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.94% |
May 15, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
1.44% |
May 15, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.80% |
May 15, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.71% |
May 15, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.94% |
May 15, 2020 |
May 31, 2021 |
Investor Class Shares |
Contractual |
1.19% |
May 15, 2020 |
May 31, 2021 |
AIM International Mutual Funds (Invesco International Mutual Funds)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Advantage International Fund |
|
|
|
|
Class A Shares |
Contractual |
0.85% |
February 28, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.60% |
February 28, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
1.10% |
February 28, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.60% |
February 28, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.60% |
February 28, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.60% |
February 28, 2020 |
May 31, 2021 |
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 |
May 31, 2021 |
Class C Shares |
Contractual |
1.97% |
January 1, 2017 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.87% |
April 17, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.87% |
April 17, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.97% |
January 1, 2017 |
May 31, 2021 |
Invesco Global Opportunities Fund |
|
|
|
|
Class A Shares |
Contractual |
1.02% |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
1.77% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.27% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
0.77% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
0.77% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
0.77% |
January 1, 2017 |
February 28, 2021 |
See page 23 for footnotes to Exhibit A.
11
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Global Responsibility Equity Fund |
|
|
|
|
Class A Shares |
Contractual |
0.85% |
June 30, 2016 |
February 28, 2021 |
Class C Shares |
Contractual |
1.60% |
June 30, 2016 |
February 28, 2021 |
Class R Shares |
Contractual |
1.10% |
June 30, 2016 |
February 28, 2021 |
Class R5 Shares |
Contractual |
0.60% |
June 30, 2016 |
February 28, 2021 |
Class R6 Shares |
Contractual |
0.60% |
June 30, 2016 |
February 28, 2021 |
Class Y Shares |
Contractual |
0.60% |
June 30, 2016 |
February 28, 2021 |
Invesco International Select Equity Fund |
|
|
|
|
Class A Shares |
Contractual |
1.12% |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
1.87% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.37% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
0.87% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
0.87% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
0.87% |
January 1, 2017 |
February 28, 2021 |
Invesco International Core Equity Fund |
|
|
|
|
Class A Shares |
Contractual |
1.12% |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
1.87% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.37% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
0.87% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
0.87% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
0.87% |
January 1, 2017 |
February 28, 2021 |
Investor Class Shares |
Contractual |
1.12% |
January 1, 2017 |
February 28, 2021 |
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 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 23 for footnotes to Exhibit A.
12
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
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 28, 2021 |
Class C Shares |
Contractual |
1.77% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.27% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
0.77% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
0.77% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
0.77% |
January 1, 2017 |
February 28, 2021 |
AIM Investment Funds (Invesco Investment Funds)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco All Cap Market Neutral Fund |
|
|
|
|
Class A Shares |
Contractual |
1.50% |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
2.25% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.75% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.25% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.25% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.25% |
January 1, 2017 |
February 28, 2021 |
Invesco Balanced-Risk Allocation Fund2 |
|
|
|
|
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 Balanced-Risk Commodity |
|
|
|
|
Strategy Fund3 |
|
|
|
|
Class A Shares |
Contractual |
1.40% less net AFFE* |
September 20, 2018 |
February 28, 2021 |
Class C Shares |
Contractual |
2.15% less net AFFE* |
September 20, 2018 |
February 28, 2021 |
Class R Shares |
Contractual |
1.65% less net AFFE* |
September 20, 2018 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.15% less net AFFE* |
September 20, 2018 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.15% less net AFFE* |
September 20, 2018 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.15% less net AFFE* |
September 20, 2018 |
February 28, 2021 |
See page 23 for footnotes to Exhibit A.
13
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
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 28, 2021 |
Class C Shares |
Contractual |
2.08% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.58% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.08% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.08% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.08% |
January 1, 2017 |
February 28, 2021 |
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 Global Infrastructure Fund |
|
|
|
|
Class A Shares |
Contractual |
1.28% |
January 1, 2017 |
May 31, 2021 |
Class C Shares |
Contractual |
2.03% |
January 1, 2017 |
May 31, 2021 |
Class R Shares |
Contractual |
1.53% |
January 1, 2017 |
May 31, 2021 |
Class R5 Shares |
Contractual |
1.03% |
January 1, 2017 |
May 31, 2021 |
Class R6 Shares |
Contractual |
1.00% |
April 17, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
1.03% |
January 1, 2017 |
May 31, 2021 |
Invesco Global Market Neutral Fund |
|
|
|
|
Class A Shares |
Contractual |
1.50% |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
2.25% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.75% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.25% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.25% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.25% |
January 1, 2017 |
February 28, 2021 |
Invesco Global Targeted Returns Fund4 |
|
|
|
|
Class A Shares |
Contractual |
1.44% less net AFFE* |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
2.19% less net AFFE* |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.69% less net AFFE* |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.19% less net AFFE* |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.19% less net AFFE* |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.19% less net AFFE* |
January 1, 2017 |
February 28, 2021 |
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 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 |
See page 23 for footnotes to Exhibit A.
14
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Long/Short Equity Fund |
|
|
|
|
Class A Shares |
Contractual |
1.59% |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
2.34% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.84% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.34% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.34% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.34% |
January 1, 2017 |
February 28, 2021 |
Invesco Low Volatility Emerging Markets |
|
|
|
|
Fund |
|
|
|
|
Class A Shares |
Contractual |
1.33% |
January 1, 2017 |
February 28, 2021 |
Class C Shares |
Contractual |
2.08% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
1.58% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.08% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.08% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.08% |
January 1, 2017 |
February 28, 2021 |
Invesco Macro Allocation Strategy Fund5 |
|
|
|
|
Class A Shares |
|
|
|
|
Class C Shares |
Contractual |
1.44% |
January 1, 2017 |
February 28, 2021 |
Class R Shares |
Contractual |
2.19% |
January 1, 2017 |
February 28, 2021 |
Class R5 Shares |
Contractual |
1.69% |
January 1, 2017 |
February 28, 2021 |
Class R6 Shares |
Contractual |
1.19% |
January 1, 2017 |
February 28, 2021 |
Class Y Shares |
Contractual |
1.19% |
January 1, 2017 |
February 28, 2021 |
|
Contractual |
1.19% |
January 1, 2017 |
February 28, 2021 |
Invesco Multi-Asset Income Fund6 |
|
|
|
|
Class A Shares |
Contractual |
0.85% |
January 1, 2017 |
May 31, 2021 |
Class C Shares |
Contractual |
1.60% |
January 1, 2017 |
May 31, 2021 |
Class R Shares |
Contractual |
1.10% |
January 1, 2017 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.60% |
January 1, 2017 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.60% |
January 1, 2017 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.60% |
January 1, 2017 |
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 |
See page 23 for footnotes to Exhibit A.
15
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
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 Fund7 |
|
|
|
|
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 |
Invesco Oppenheimer Global Allocation |
|
|
|
|
Fund8 |
|
|
|
|
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 Strategic |
|
|
|
|
Income Fund9 |
|
|
|
|
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 International Bond |
|
|
|
|
Fund10 |
|
|
|
|
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 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 |
See page 23 for footnotes to Exhibit A.
16
17
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Corporate Bond 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 Global Real Estate 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 Government Money Market |
|
|
|
|
Fund |
|
|
|
|
Class A Shares |
Contractual |
0.89% |
May 15, 2020 |
May 31, 2021 |
Class AX Shares |
Contractual |
0.89% |
May 15, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.44% |
May 15, 2020 |
May 31, 2021 |
Class CX Shares |
Contractual |
1.44% |
May 15, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
1.19% |
May 15, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.54% |
May 15, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.64% |
May 15, 2020 |
May 31, 2021 |
Invesco Cash Reserve Shares |
Contractual |
0.79% |
May 15, 2020 |
May 31, 2021 |
Investor Class Shares |
Contractual |
0.64% |
May 15, 2020 |
May 31, 2021 |
Invesco High Yield Bond Factor Fund |
|
|
|
|
Class A Shares |
Contractual |
0.64% |
February 28, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.39% |
February 28, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
0.89% |
February 28, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.39% |
February 28, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.39% |
February 28, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.39% |
February 28, 2020 |
May 31, 2021 |
Invesco High Yield 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 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 |
Investor Class Shares |
Contractual |
1.50% |
July 1, 2013 |
June 30, 2020 |
Invesco Income Fund |
|
|
|
|
Class A Shares |
Contractual |
1.07% |
July 1, 2019 |
June 30, 2020 |
Class C Shares |
Contractual |
1.82% |
July 1, 2019 |
June 30, 2020 |
Class R Shares |
Contractual |
1.32% |
July 1, 2019 |
June 30, 2020 |
Class R5 Shares |
Contractual |
0.82% |
July 1, 2019 |
June 30, 2020 |
Class R6 Shares |
Contractual |
0.82% |
July 1, 2019 |
June 30, 2020 |
Class Y Shares |
Contractual |
0.82% |
July 1, 2019 |
June 30, 2020 |
Investor Class Shares |
Contractual |
1.07% |
July 1, 2019 |
June 30, 2020 |
Invesco Intermediate Bond Factor |
|
|
|
|
Fund |
|
|
|
|
Class A Shares |
Contractual |
0.52% |
February 28, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.27% |
February 28, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
0.77% |
February 28, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.27% |
February 28, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.27% |
February 28, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.27% |
February 28, 2020 |
May 31, 2021 |
See page 23 for footnotes to Exhibit A. |
|
|
|
|
18
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Oppenheimer Government |
|
|
|
|
Money Market Fund |
|
|
|
|
Class C Shares |
Contractual |
1.58% |
May 28, 2019 |
May 31, 2021 |
Class R Shares |
Contractual |
1.08% |
May 28, 2019 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.48% |
May 28, 2019 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.58% |
May 28, 2019 |
May 31, 2021 |
Invesco Cash Reserve |
Contractual |
0.73% |
May 28, 2019 |
May 31, 2021 |
Shares |
|
|
|
|
Invesco Oppenheimer Master Inflation |
|
|
|
|
Protected Securities Fund |
|
|
|
|
Class R6 |
Contractual |
0.47% |
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 |
1.34% |
April 17, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
2.09% |
April 17, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
1.59% |
April 17, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.97% |
April 17, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.92% |
April 17, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
1.09% |
April 17, 2020 |
May 31, 2021 |
Investor Class Shares |
Contractual |
1.34% |
April 17, 2020 |
May 31, 2021 |
Invesco Short Term Bond Fund |
|
|
|
|
Class A Shares |
Contractual |
0.75% |
May 15, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.59%11 |
May 15, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
1.09% |
May 15, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.44% |
May 15, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.39% |
May 15, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.45% |
May 15, 2020 |
May 31, 2021 |
AIM Sector Funds (Invesco Sector Funds)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco American Value Fund |
|
|
|
|
Class A Shares |
Contractual |
1.16% |
April 17, 2020 |
May 31, 2021 |
Class C Shares |
Contractual |
1.90% |
April 17, 2020 |
May 31, 2021 |
Class R Shares |
Contractual |
1.40% |
April 17, 2020 |
May 31, 2021 |
Class R5 Shares |
Contractual |
0.80% |
April 17, 2020 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.75% |
April 17, 2020 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.91% |
April 17, 2020 |
May 31, 2021 |
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 |
See page 23 for footnotes to Exhibit A.
19
20
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
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 |
May 31, 2021 |
Class C Shares |
Contractual |
1.59% |
July 1, 2016 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.59% |
April 4, 2017 |
May 31, 2021 |
Class Y Shares |
Contractual |
0.59% |
July 1, 2016 |
May 31, 2021 |
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 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 |
See page 23 for footnotes to Exhibit A.
21
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
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® 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 Rochester® New York 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 |
Invesco Management Trust
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
IMT |
|
|
|
|
Invesco Conservative Income Fund |
|
|
|
|
Class A Shares |
Contractual |
0.40% |
April 2, 2018 |
May 31, 2021 |
Class R6 Shares |
Contractual |
0.25% |
May 15, 2020 |
May 31, 2021 |
Class Y shares |
Contractual |
0.25% |
May 15, 2020 |
May 31, 2021 |
Institutional Class |
Contractual |
0.30% |
January 1, 2018 |
May 31, 2021 |
See page 23 for footnotes to Exhibit A.
22
Invesco Securities Trust
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
IST |
|
|
|
|
Invesco Balanced-Risk Aggressive Allocation Fund |
Contractual |
1.11% less net AFFE* |
March 1, 2019 |
February 28, 2021 |
*Acquired Fund Fees and Expenses ("AFFE") will be calculated as of the Fund's 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 Fund's fiscal year end will be used throughout the waiver period in establishing the Fund's waiver amount, regardless of whether actual AFFE is more or less during the waiver period.
1The 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.
2Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd.
3Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd.
4Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd.
5Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd.
6Includes waived fees or reimbursed expenses that Invesco receives from Invesco Multi-Asset Income Fund Cayman Ltd.
7Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Fundamental Alternatives Fund (Cayman) Ltd.
8Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Global Allocation Fund (Cayman) Ltd.
9Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Global Strategic Income Fund (Cayman) Ltd.
10Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer International Bond Fund (Cayman) Ltd.
11The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc.
12Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer Gold & Special Minerals Fund (Cayman) Ltd.
23
EXHIBIT "B" – INSTITUTIONAL MONEY MARKET FUNDS1,2
Short-Term Investments Trust
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco Government & Agency Portfolio |
|
|
|
|
Cash Management Class |
Contractual |
0.26% |
June 1, 2016 |
December 31, 2020 |
Corporate Class |
Contractual |
0.21% |
June 1, 2016 |
December 31, 2020 |
Institutional Class |
Contractual |
0.18% |
June 1, 2016 |
December 31, 2020 |
Personal Investment Class |
Contractual |
0.73% |
June 1, 2016 |
December 31, 2020 |
Private Investment Class |
Contractual |
0.48% |
June 1, 2016 |
December 31, 2020 |
Reserve Class |
Contractual |
1.05% |
June 1, 2016 |
December 31, 2020 |
Resource Class |
Contractual |
0.34% |
June 1, 2016 |
December 31, 2020 |
Invesco Liquid Assets Portfolio |
|
|
|
|
Cash Management Class |
Contractual |
0.26% |
June 1, 2016 |
December 31, 2020 |
Corporate Class |
Contractual |
0.21% |
June 1, 2016 |
December 31, 2020 |
Institutional Class |
Contractual |
0.18% |
June 1, 2016 |
December 31, 2020 |
Personal Investment Class |
Contractual |
0.73% |
June 1, 2016 |
December 31, 2020 |
Private Investment Class |
Contractual |
0.48% |
June 1, 2016 |
December 31, 2020 |
Reserve Class |
Contractual |
1.05% |
June 1, 2016 |
December 31, 2020 |
Resource Class |
Contractual |
0.38% |
June 1, 2016 |
December 31, 2020 |
Invesco STIC Prime Portfolio |
|
|
|
|
Cash Management Class |
Contractual |
0.26% |
June 1, 2016 |
December 31, 2020 |
Corporate Class |
Contractual |
0.21% |
June 1, 2016 |
December 31, 2020 |
Institutional Class |
Contractual |
0.18% |
June 1, 2016 |
December 31, 2020 |
Personal Investment Class |
Contractual |
0.73% |
June 1, 2016 |
December 31, 2020 |
Private Investment Class |
Contractual |
0.48% |
June 1, 2016 |
December 31, 2020 |
Reserve Class |
Contractual |
1.05% |
June 1, 2016 |
December 31, 2020 |
Resource Class |
Contractual |
0.34% |
June 1, 2016 |
December 31, 2020 |
Invesco Tax-Free Cash Reserve |
|
|
|
|
Portfolio2 |
|
|
|
|
Cash Management Class |
Contractual |
0.28% |
June 1, 2016 |
December 31, 2020 |
Corporate Class |
Contractual |
0.23% |
June 1, 2016 |
December 31, 2020 |
Institutional Class |
Contractual |
0.20% |
June 1, 2016 |
December 31, 2020 |
Personal Investment Class |
Contractual |
0.75% |
June 1, 2016 |
December 31, 2020 |
Private Investment Class |
Contractual |
0.45% |
June 1, 2016 |
December 31, 2020 |
Reserve Class |
Contractual |
1.07% |
June 1, 2016 |
December 31, 2020 |
Resource Class |
Contractual |
0.36% |
June 1, 2016 |
December 31, 2020 |
Invesco Treasury Obligations Portfolio |
|
|
|
|
Cash Management Class |
|
|
|
|
Corporate Class |
Contractual |
0.26% |
June 1, 2016 |
December 31, 2020 |
Institutional Class |
Contractual |
0.21% |
June 1, 2016 |
December 31, 2020 |
Personal Investment Class |
Contractual |
0.18% |
June 1, 2016 |
December 31, 2020 |
Private Investment Class |
Contractual |
0.73% |
June 1, 2016 |
December 31, 2020 |
Reserve Class |
Contractual |
0.43% |
June 1, 2016 |
December 31, 2020 |
Resource Class |
Contractual |
1.05% |
June 1, 2016 |
December 31, 2020 |
|
Contractual |
0.34% |
June 1, 2016 |
December 31, 2020 |
Invesco Treasury Portfolio |
|
|
|
|
Cash Management Class |
Contractual |
0.26% |
June 1, 2016 |
December 31, 2020 |
Corporate Class |
Contractual |
0.21% |
June 1, 2016 |
December 31, 2020 |
Institutional Class |
Contractual |
0.18% |
June 1, 2016 |
December 31, 2020 |
Personal Investment Class |
Contractual |
0.73% |
June 1, 2016 |
December 31, 2020 |
Private Investment Class |
Contractual |
0.48% |
June 1, 2016 |
December 31, 2020 |
Reserve Class |
Contractual |
1.05% |
June 1, 2016 |
December 31, 2020 |
Resource Class |
Contractual |
0.34% |
June 1, 2016 |
December 31, 2020 |
1The 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.
2The expense limitation also excludes Trustees' fees and federal registration expenses.
24
EXHIBIT "C" – VARIABLE INSURANCE FUNDS
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
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, 2021 |
Series II Shares |
Contractual |
1.05% less net AFFE* |
May 1, 2014 |
April 30, 2021 |
1Includes waived fees or reimbursed expenses that Invesco receives from Invesco Oppenheimer V.I. Global Strategic Income Fund (Cayman) Ltd.
2Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd.
See page 29 for footnotes to Exhibit C.
25
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco V.I. Comstock Fund |
|
|
|
|
Series I Shares |
Contractual |
0.78% |
May 1, 2013 |
April 30, 2021 |
Series II Shares |
Contractual |
1.03% |
May 1, 2013 |
April 30, 2021 |
Invesco V.I. Core Equity Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1, 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Core Plus Bond Fund |
|
|
|
|
Series I Shares |
Contractual |
0.61% |
April 30, 2015 |
April 30, 2021 |
Series II Shares |
Contractual |
0.86% |
April 30, 2015 |
April 30, 2021 |
Invesco V.I. Diversified Dividend Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1, 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Equally-Weighted S&P 500 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. Equity and Income Fund |
|
|
|
|
Series I Shares |
Contractual |
1.50% |
July 1, 2012 |
June 30, 2020 |
Series II Shares |
Contractual |
1.75% |
July 1, 2012 |
June 30, 2020 |
Invesco V.I. Global Core Equity Fund |
|
|
|
|
Series I Shares |
Contractual |
2.25% |
July 1, 2012 |
June 30, 2020 |
Series II Shares |
Contractual |
2.50% |
July 1, 2012 |
June 30, 2020 |
Invesco V.I. Health Care Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1. 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Global Real Estate Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1. 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Government Money Market Fund |
|
|
|
|
Series I Shares |
Contractual |
1.50% |
May 1, 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
1.75% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Government Securities Fund |
|
|
|
|
Series I Shares |
Contractual |
1.50% |
May 1, 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
1.75% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Growth and Income Fund |
|
|
|
|
Series I Shares |
Contractual |
0.78% |
May 1. 2013 |
April 30, 2021 |
Series II Shares |
Contractual |
1.03% |
May 1, 2013 |
April 30, 2021 |
Invesco V.I. High Yield Fund |
|
|
|
|
Series I Shares |
Contractual |
1.50% |
May 1, 2014 |
June 30, 2020 |
Series II Shares |
Contractual |
1.75% |
May 1, 2014 |
June 30, 2020 |
Invesco V.I. International Growth Fund |
|
|
|
|
Series I Shares |
Contractual |
2.25% |
July 1, 2012 |
June 30, 2020 |
Series II Shares |
Contractual |
2.50% |
July 1, 2012 |
June 30, 2020 |
Invesco V.I. Managed Volatility Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1, 2015 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2015 |
June 30, 2020 |
Invesco V.I. Mid Cap Core Equity Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1. 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
26
Fund |
Contractual/ |
Expense |
Effective Date of |
Expiration |
|
Voluntary |
Limitation |
Current Limit |
Date |
Invesco V.I. Mid Cap Growth 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. S&P 500 Index 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. Small Cap Equity Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1. 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Technology Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1. 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
Invesco V.I. Value Opportunities Fund |
|
|
|
|
Series I Shares |
Contractual |
2.00% |
May 1. 2013 |
June 30, 2020 |
Series II Shares |
Contractual |
2.25% |
May 1, 2013 |
June 30, 2020 |
*Acquired Fund Fees and Expenses ("AFFE") will be calculated as of the Fund's 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 Fund's fiscal year end will be used throughout the waiver period in establishing the Fund's waiver amount, regardless of whether actual AFFE is more or less during the waiver period.
27
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) of our reports dated February 18, 2020 relating to the financial statements and financial highlights, which appear in Invesco V.I. American Franchise Fund, Invesco V.I. American Value Fund, Invesco V.I. Balanced-Risk Allocation Fund, Invesco V.I. Comstock Fund, Invesco V.I. Core Equity Fund, Invesco V.I. Core Plus Bond Fund, Invesco V.I. Diversified Dividend Fund, Invesco V.I. Equally-Weighted S&P 500 Fund, Invesco V.I. Equity and Income Fund, Invesco V.I. Global Core Equity Fund, Invesco V.I. Global 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. Health Care 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. Small Cap Equity Fund, Invesco V.I. S&P 500 Index Fund, Invesco V.I. Technology Fund, Invesco V.I. Value Opportunities Fund, 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's Annual Reports on Form N-CSR for the year ended December 31, 2019. We also consent to the references to us under the headings "Independent Registered Public Accounting Firm," "Financial Highlights," and "Financial Statements" in such Registration Statement.
/s/PricewaterhouseCoopers LLP Houston, Texas
April 27, 2020
Consent of Independent Registered Public Accounting Firm
To the Board of Trustees of
AIM Variable Insurance Funds (Invesco Variable Insurance Funds):
We consent to the use of our reports, dated as listed in Appendix A, on the financial statements of the Funds as of the respective years ended listed in Appendix A, each a separate series of the former series listed in Appendix A, each incorporated herein by reference and to the references to our firm under the headings Independent Registered Public Accounting Firm and Financial Statements in the Statement of Additional Information.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
April 27, 2020
Appendix A:
Fund |
Former Series |
Fiscal Year-End |
KPMG Report |
|
|
|
Date |
|
|
|
|
Oppenheimer Capital |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Appreciation Fund/VA |
Account Funds |
|
|
Oppenheimer Conservative |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Balanced Fund/VA |
Account Funds |
|
|
Oppenheimer Discovery Mid Cap |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Growth Fund/VA |
Account Funds |
|
|
Oppenheimer Global Fund/VA |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
|
Account Funds |
|
|
Oppenheimer Global Strategic |
Oppenheimer Variable |
12/31/2018 |
2/19/2019 |
Income Fund/VA |
Account Funds |
|
|
Oppenheimer Government |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Money Fund/VA |
Account Funds |
|
|
Oppenheimer International |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Growth Fund/VA |
Account Funds |
|
|
Oppenheimer Main Street |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Fund/VA |
Account Funds |
|
|
Oppenheimer Main Street Small |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Cap Fund/VA |
Account Funds |
|
|
Oppenheimer Total Return Bond |
Oppenheimer Variable |
12/31/2018 |
2/14/2019 |
Fund/VA |
Account Funds |
|
|
DISTRIBUTION AND SERVICE PLAN
SERIES II SHARES (COMPENSATION) SERVICE SHARES
Of the Funds listed on Schedule A (each, a "Fund" and collectively, the "Funds")
1.The Plan. This Plan is each Fund's written distribution and service plan for Series II 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 2320 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)"Insurance Company Recipient" shall mean any insurance company or affiliate thereof or other person or entity which: (i) has rendered assistance (whether direct, administrative, or both) in the distribution of Shares and/or 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/or the sale of Shares; and (iii) has been selected by the Distributor to receive payments under the Plan. Notwithstanding the foregoing, a majority of the
Trust's Board of Trustees (the "Board") who are not "interested persons" (as defined in 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 institution as a
Insurance Company Recipient, whereupon such entity's rights as a third-party beneficiary hereof shall terminate.
(b)"Qualified Holdings" shall mean, as to any Insurance Company Recipient, all Shares owned beneficially or of record by: (i) such Insurance Company Recipient, (ii) such clients of such Insurance Company Recipient and/or accounts as to which such Insurance Company Recipient provides administrative services and/or is a fiduciary or custodian or co-fiduciary or co-custodian (collectively, the "Customers"), or (iii) separate accounts created or sponsored by such Insurance Company Recipient or its affiliate, but in no event shall any such Shares be deemed owned by more than one Insurance Company Recipient for purposes of this Plan. In the event that two entities would otherwise qualify as Insurance Company Recipients as to the same Shares, the Distributor shall determine which Insurance Company Recipient shall be deemed the Insurance Company 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 interval as deemed appropriate, in the amount set forth on Schedule A, on an annual basis, of the average during the calendar quarter of the aggregate net asset value of the Shares, computed as of the close of each business day (the "Service Fee"), provided, however, that the Distributor may, in its sole discretion, reduce that payment level from time to time. The Distributor will use such fee received from the Fund in its entirety for payments to Insurance Company 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 two paragraphs. 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 Insurance Company Recipient.
The services to be rendered by the Distributor and Insurance Company 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 Insurance Company Recipient's 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 Fund's 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 an Insurance Company 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, an Insurance Company Recipient may not be rendering appropriate services, then the Distributor, at the request of the Board, shall require the Insurance Company Recipient to provide a written report or other information to verify that said Insurance Company Recipient is providing appropriate services in this regard. If the Distributor still is not satisfied, it may take appropriate steps to terminate the Insurance Company Recipient's status as such under the Plan, whereupon such entity's rights as a third-party beneficiary hereunder shall terminate.
The distribution assistance services 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 insurance company, broker, dealer, bank or other person or |
entity |
that directly |
or |
|
indirectly sells Shares; |
(ii) paying compensation to and |
expenses |
of personnel of |
the |
Distributor who support distribution of Shares by Insurance Company 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 Distributor's 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 direct and indirect holders of the Fund's shares ("Shareholders")).
(b)The Distributor shall make payments to any Insurance Company Recipient quarterly or at
such other interval as deemed appropriate by the Distributor, withinforty-five (45) days of the end of each calendar quarter or such other period, at a rate not to exceed the rate set forth on Schedule A, on an annual basis, of the average during each calendar quarter 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 Insurance Company Recipient or by its Customers, provided, however, that the Distributor may, in its sole discretion, reduce that payment level from time to time. However, no such payments shall be made to any Insurance Company Recipient for any such 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, to be set from time to time by a majority of the Independent Trustees. 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 Insurance Company 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 Insurance Company Recipients of the Minimum Qualified Holdings and the rate of payments hereunder applicable to Insurance Company Recipients, and shall provide each Insurance Company 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 Insurance Company 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 or Adviser, from its respective 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
Trust who are not "interested persons" of the Fund or the Trust 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 Trust shall provide at least quarterly a written report to the Trust's Board for its review, detailing the amount of all payments made under this Plan, and the purposes 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 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 Fund's outstanding voting securities of the Shares, 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 personat 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 Rule 12b-1 under the 1940 Act and 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 Fund's outstanding voting Service 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 in respect of Shares sold prior to the effective date of such termination. This Plan may not be amended to increase materially the amount of payments to be made without approval of the Service 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 Trust under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's 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 Trust and the Fund.
SCHEDULE A
DISTRIBUTION AND SERVICE PLAN (COMPENSATION)
The following rates shall apply to each Fund listed below:
|
Maximum |
Maximum |
|
|
Asset Based |
Shareholder |
Maximum |
Share Class |
Sales Charge |
Services Fee |
Aggregate Fee |
Series II |
NONE |
0.25% |
0.25% |
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. 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 Oppenheimer V.I. Government Money Fund
MULTIPLE CLASS PLAN
OF
INVESCO OPPENHEIMER V.I. FUNDS
1.This Multiple Class Plan (the "Plan") adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Fund may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund.
2.Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below.
(a)Act - Investment Company Act of 1940, as amended.
(b)Class - a class of Shares of the Fund representing an interest in a Portfolio.
(c)Distribution Expenses - expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto.
(d)Distribution Fee - a fee paid by the Fund to the Distributor to compensate the Distributor for Distribution Expenses.
(e)Distributor - Invesco Distributors, Inc.
(f)Fund those investment companies advised by Invesco Advisers, Inc. which have adopted this Plan.
(g)Plan of Distribution - any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee.
(h)Portfolio - a series of the Shares of the Fund constituting a separate investment portfolio of the Fund.
(i)Prospectus the then currently effective prospectus and statements of additional information with respect to a Portfolio.
(j)Series I Shares - shall mean those Shares designated as Series I Shares in the Fund's organizing documents.
(k)Series II Shares - shall mean those Shares designated as Series II Shares in the Fund's organizing documents.
(l)Share - a share of beneficial interest in the Fund, as applicable.
(m)Trustees - the trustees of the Fund.
3.Allocation of Income and Expenses.
(a)Distribution Fees. Each Class shall bear directly any and all Distribution Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class.
(b)Transfer Agency and Shareholder Recordkeeping Fees. Each Class shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes based on the relative net assets attributable to each such Class.
(c)Allocation of Other Expenses. Each Class shall bear proportionately all other expenses incurred by the Fund based on the relative net assets attributable to each such Class.
(d)Allocation of Income, Gains and Losses. Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled shares.
(e)Waiver of Fees and Reimbursement of Expenses. A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse the expenses of, a Portfolio or a Class.
4.Distribution Arrangements. All Shares shall be offered at net asset value and may be subject to ongoing Distribution Fees as approved from time to time by the Trustees and set forth in the Fund's Prospectus. The provisions of the Fund's Prospectus describing the distribution arrangements in detail are incorporated herein by this reference.
5.Exchange Privileges. Exchanges of Shares shall be permitted between Portfolios as follows:
(a)Class I Shares may be exchanged for Class I Shares of another Portfolio at their relative net asset value.
(b)Class II Shares may be exchanged for Class II Shares of another Portfolio at their relative net asset value.
6.Distribution Fees. The Distribution Fee applicable to any Class shall be those set forth in the Fund's Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Distribution Fees shall be governed by the Plan of Distribution adopted by the Fund with respect to such fees and Rule 12b-1 of the Act.
7.Effective Date. This Plan shall not take effect until a majority of the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole.
8.Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 7 above.
Effective May 24, 2019
CODE OF ETHICS AND PERSONAL TRADING POLICY
FOR NORTH AMERICA
Applicable To |
|
• All Covered Persons (as defined below) |
|
|
|
• All entities listed on Exhibit A (collectively, "Invesco NA") |
|
Departments Impacted |
|
Global Ethics Office |
|
Risk Addressed by |
|
|
Clients are harmed because of a Covered Person's conflict of interest, violation of fiduciary |
Policy |
|
duties or fraudulent/deceptive personal trading activities. |
|
Relevant Law & Related |
|
• Rule 17j-1 under the Investment Company Act ("Rule 17j-1") |
|
Resources |
|
• Rule 204A-1 under the Investment Advisers Act ("Rule 204A-1") |
|
|
|
• Ontario Securities Commission: National Instrument 31-103 Registration Requirements, |
|
|
|
|
Exemptions and Ongoing Registrant Obligations ("NI 31-103") |
Approved By |
|
|
• Invesco Mutual Funds Board: March 2020 |
|
|
• Invesco ETF Board: March 2020 |
|
|
|
• Invesco Canada Limited ("ICL") Board: December 2019 |
|
Effective Date |
|
|
March 2020 |
I.BACKGROUND.
This Code of Ethics and Personal Trading Policy for North America (the "Code") requires that Covered Persons (as defined below) adhere to high standards of ethical conduct and act with integrity in accordance with their fiduciary duties. The Code is intended to comply with the requirements of Rule 204A-1, Rule 17j-1 and NI 31- 103.
Rule 204A-1 and Rule 17j-1 require, among other things, the adoption and enforcement of a written code of ethics that:
•sets forth required standards of business conduct and reflects the fiduciary duty owed to clients;
•requires employees to conduct themselves in compliance with applicable laws and regulations;
•prohibits conduct that constitutes fraud, deceit or any other manipulative practice with respect to a client; and
•establishes policies and procedures that:
•are reasonably designed to detect and prevent activities which are or could be perceived as violating a fiduciary duty, breaching confidentiality obligations or creating a conflict of interest;
•prohibit the misuse of Material Non-public Information; and
•address conflicts of interest arising from personal trading activities.
NI 31-103 requires registrants to establish, maintain and apply policies and procedures that establish a system of controls to comply with securities legislation,
1
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
including, but not limited to, the management of conflicts of interest matters, which may include personal trading activities.
II.STANDARDS OF BUSINESS CONDUCT AND FIDUCIARY DUTIES.
Each Invesco NA Adviser has a fiduciary relationship with respect to each of their Client Accounts. As such, Invesco NA and Covered Persons shall:
•place the interests of clients ahead of their personal interests (or, in the case of Independent Directors/Trustees, the funds they oversee);
•conduct their personal trading in a manner consistent with this Code and other applicable policies to avoid any actual or potential conflicts of interest, or any abuse of position of trust and responsibility;
•comply with applicable rules and regulations; and
•keep all MNPI (as defined below) confidential.
Invesco NA and all Covered Persons are prohibited from:
•profiting personally by using MNPI and disclosing MNPI to any person (except as may be permitted by law or in accordance with applicable policies);
•employing any device, scheme or artifice to defraud any Client Account;
•making an untrue statement of a material fact or omitting to state a material fact to a client that, in light of the circumstances under which they are made, are necessary to make the statement non-misleading;
•engaging in any act, practice or course of business that operates or would operate as a fraud or deceit to a Client Account; or
•engaging in any manipulative practice with respect to a Client Account or securities (including price manipulation).
Invesco NA maintains other compliance policies that may be directly applicable to a Covered Person's specific responsibilities and duties and that address additional standard of conducts for employees. These policies are available on the Invesco Ltd. intranet site and include, but are not limited to:
• Global Code of Conduct |
• Activities Outside of Invesco (US Covered Persons) |
• Global Insider Trading |
• Outside Activities (ICL Covered Persons) |
• Global Fraud Escalation |
• Global Gifts and Entertainment |
• Global Political Contributions |
|
III.DEFINITIONS.
2
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Beneficial Interest" or "Beneficial Ownership" means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share at any time in any economic interest or profit derived from ownership of, or a transaction in, a Covered Security.
A Covered Person is deemed to have a Beneficial Interest or Ownership in any:
•Covered Security held in an account registered in the name of the Covered Person or jointly with others (e.g., joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations). For purposes of this definition, controlling means the power to exercise influence over the management or policies of a company, unless such power is solely the result of an official position with the company;
•Covered Security held in an account registered in the name of a Covered Person's Immediate Family Member, friend or any other third-party for which the Covered Person: (i) acts as trustee, executor, or guardian or provides investment or any other advice; or (ii) has any form of discretion or authority; and
•interest(s) held by the Covered Person in a general or limited partnership or limited liability company.
For questions relating to whether they have Beneficial Interest in a Covered Security: (i) Covered Persons (excluding Independent Directors/Trustees) shall contact the Global Ethics Office; and (ii) Independent Directors/Trustees shall contact the applicable Chief Compliance Officer.
"Client Account" means an Invesco Fund (with respect to Covered Persons other than Independent Directors/Trustees), a separately managed account, a personal trust or estate, an employee benefit trust or any other account for which an Invesco NA Adviser provides investment advisory or sub-advisory services. For Independent Directors/Trustees, "Client Account" shall mean the Invesco funds they oversee.
"Compliance Reporting System"means any third party, web-based application utilized by Covered Persons (excluding Independent Directors/Trustees) for personal trading reporting, as required under this Code (e.g., Star Compliance).
"Covered Account" means any account that holds or may hold a Covered Security, such as any:
•account in the Covered Person's name;
•joint or tenant-in-common account in which the Covered Person has an interest or is a participant;
•account for which a Covered Person acts as trustee, executor or custodian; and
3
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•account over which a Covered Person has investment discretion or has the power (whether or not exercised) to direct the acquisition or disposition of Covered Securities (other than a Client Account that the Covered Person manages or over which they have investment discretion). It is presumed that a Covered Person can control accounts held by Immediate Family Members.
"Covered Person"means:
•an Employee;
•any director or officer, or full-time or part-time Employee of an Invesco Ltd. Affiliate who is located in North America and is not otherwise subject to another Invesco Ltd. Affiliate's code of ethics;
•any Independent Director/Trustee;
•any individual who is not an Employee, but who is conducting business on behalf of an Invesco Ltd. Affiliate and has access to the firm's internal network systems;
•any person meeting the definition of "Access Person," as defined in Rule 17j-1 or Rule 204A-1; or
•anyone who, in the discretion of the Global Ethics Office, is deemed to be a Covered Person subject to the requirements of this Code.
"Covered Security" means, unless otherwise exempt from the definition as set forth below:
• generally any: (i) investment, instrument, asset or holding (whether publicly or privately traded);
(ii) Exchange Traded Product (as defined below); (iii) closed-end fund; and (iv) option, future, forward contract, listed depositary receipt (e.g., American Depositary Receipt, American Depositary Share, Global Depositary Receipt) or other obligation involving securities, a commodity, or an index thereof (including an instrument whose value is derived or based on any of the above (a "derivative"));
•any Invesco Fund;
•any security or instrument that can be traded by an Invesco Ltd. Affiliate on behalf of a client; and
•any instrument that is convertible or exchangeable into a Covered Security or which confers a right to purchase a Covered Security.
The following securities are exempt from the definition of "Covered Security:"
•direct obligations of the U.S. government or Canadian government, or their respective agencies, instrumentalities and government-sponsored enterprises;
•bankers' acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments (including repurchase agreements);
4
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•shares of unaffiliated open-end mutual funds (including shares of a money market fund or shares of a unit investment trust that invests exclusively in open-end mutual funds);
•any unit investment trust (including those advised or sub-advised by an Invesco NA Adviser). Notwithstanding the foregoing, any shares of any series of the Invesco QQQ Trust or the BLDRS Index Fund Trust shall be considered a Covered Security;
•principal-protected or linked-note investment products;
•certain qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986, as amended ("529 Plans"); or
•physical commodities (including foreign currencies).
"Delegated Discretionary Account" means an account for which a Covered Person has written evidence that decision-making authority has been completely relinquished to a professional money manager who is not an Immediate Family Member or not otherwise subject to this Code and over which the Covered Person has no direct or indirect influence or control. Notwithstanding the foregoing, the Covered Person shall be permitted to establish overall investment objectives and investment guidelines for the manager, such as indicating industries or types of securities in which the Covered Person wishes to invest.
"Designated Broker List" means the list of financial institutions where a Covered Person (excluding Independent Directors/Trustees) may maintain a Covered Account.
"Employee" means an individual who serves as a director or officer of an Invesco NA entity or who is employed on a full-time or part-time basis by an Invesco NA entity or subsidiary thereof. For purposes of this Code, the term Employee also includes the Employee's Immediate Family Members.
"Exchange Traded Product" or "ETP" means a security traded on an exchange that tracks an underlying security, index or financial instrument. The term "ETP" includes, among other things, exchange traded funds ("ETFs"), exchange-traded notes ("ETNs") and exchange-traded commodities ("ETCs"), but excludes actively managed ETFs.
"Global Ethics Office"means the team within Compliance that is responsible for monitoring conflicts in connection with employee personal trading, political contributions, outside business activities and gifts and entertainment.
"Immediate Family Member"means a Covered Person's spouse (including a domestic partner or other equivalent), child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in- law or sister-in law who share the Covered Person's household. For questions relating to whether a family member is or should be excluded from this definition: (i) Covered Persons shall contact the Global
5
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Ethics Office; and (ii) Independent Director/Trustee's shall contact the applicable Chief Compliance Officer.
"Independent Director/Trustee" means any; (i) director or trustee of an Invesco Mutual Fund who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund;
(ii)director or trustee of an Invesco ETF who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETF; or (iii) director or trustee of any Invesco Canada Fund or member of the Invesco Canada Funds Advisory Board who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA's day-to-day activities beyond the scope of his or her duties as director/trustee.
"Initial Public Offering" or "IPO" means: (i) any Covered Security which is being offered for the first time on a recognized stock exchange; or (ii) an offering of securities registered under the Securities Act, the issuer of which immediately before such registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended or foreign regulatory equivalents thereof.
"Invesco Canada Funds"means the Invesco Funds domiciled in Canada.
"Invesco ETFs" means the series of exchange traded funds advised by Invesco Capital Management, LLC and registered under the Investment Company Act.
"Invesco Fund" means any pooled investment vehicle or other proprietary investment product advised or sub- advised by an Invesco Ltd. Affiliate. The term Invesco Fund includes Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds.
"Invesco Ltd." means the company whose shares are publicly traded on the New York Stock Exchange with the ticker symbol "IVZ." Invesco Ltd. is the parent company of the Invesco Ltd. Affiliates.
"Invesco Ltd. Affiliate" means any direct or indirect subsidiary of Invesco Ltd.
"Invesco Mutual Funds" means the family of open-end and closed-end investment companies advised by Invesco Advisers, Inc. and registered under the Investment Company Act.
"Invesco NA" means, collectively, the entities set forth in Exhibit A.
"Invesco NA Adviser" means, collectively, the SEC registered investment advisers set forth in Exhibit A.
"Investment Advisers Act" means the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations adopted thereunder.
6
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Investment Company Act" means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder.
"Investment Person" generally means a Covered Person (excluding any Independent Director/Trustee) who:
•as part of his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities in a Client Account (e.g., portfolio managers, securities analyst or traders); or
•works directly with or is in the same department/investment team as a portfolio manager and is likely to be exposed to sensitive information relating to those Client Accounts for which the portfolio manager has responsibility (including those who serve an administrative function).
"Limited Offering" means an offering of securities that is not part of a registered offering under Section 5 of the Securities Act, including but not limited to those offered pursuant to Section 4(a)(2), 4(a)(5) and 4(a)(6) (e.g., private placements, private funds and hedge funds).
"MNPI" or "Material Non-public Information" means information not known to the public that may, if disclosed, have a significant impact on the price of a financial instrument and that a reasonable investor would likely consider relevant or important when making an investment decision.
"Restricted List" means the list of issuers for which Covered Persons or an Invesco NA entity may be in possession of MNPI.
"Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations adopted thereunder.
IV. PERSONAL TRADING REQUIREMENTS.
1.Covered Account Requirements for Covered Persons (excluding Independent Directors/Trustees).
•Covered Accounts Maintained in the U.S. or India shall be maintained:
•with a financial institution on the Designated Broker List (which may be accessed via the Compliance Reporting System);
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer; or
•for U.S. only, with any full-service broker dealer.
•Open-End Invesco Mutual Funds shall be held:
7
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•in an account maintained with a financial institution on the Designated Broker List;
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer;
•in the Covered Person's Invesco 401(k) or Invesco CollegeBound 529 plan; or
•directly with the open-end Invesco Mutual Funds' transfer agent.
•Delegated Discretionary Accounts may be established as long as such account is approved by the Global Ethics Office before being established and such Covered Person provides a copy of the managed account agreement and other required information to the Global Ethics Office.
2.Trade Confirmations and Duplicate Statements for Covered Persons (excluding Independent Directors/Trustees).
Covered Persons shall provide duplicate trade confirmations and account statements for their Covered Accounts to the Global Ethics Office or applicable Compliance team.
•Covered Accounts maintained with a financial institution on the Designated Broker List or with a full- service broker dealer: Such financial institutions are required to submit the statements electronically.
•All other Covered Accounts: Covered Persons shall direct their financial institution to submit statements electronically to the Global Ethics Office. In the event electronic submission is not an option, Covered Persons shall be personally responsible for submitting statements. The statements shall be provided in a timely manner, but no later than 15 days following a trade or the receipt of a periodic statement.
3.Pre-Clearance of Personal Trades.
Covered Persons (excluding Independent Directors/Trustees): Except as noted below, Covered Persons shall pre-clear all Covered Securities transactions in Covered Accounts via the Compliance Reporting System. For Covered Accounts in which a Covered Person has a beneficial interest but does not exercise control, trade requests shall be submitted either through the Covered Person or by contacting the Global Ethics Office. The Global Ethics Office shall provide the Covered Person with a notification of a decision regarding the trade request. Covered Persons are prohibited from executing a trade in a Covered Account until they are
notified by the Global Ethics Office that the trade has been approved. Good until cancelled orders are prohibited.
8
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Approval remains in effect until the end of the business day on which it was granted, unless approval is granted after the close of the trading day (e.g., trading on a foreign market or bond exchange). In that circumstance, approval shall be valid until the close of the market on the following trading day. Covered Persons shall be required to re-submit for approval any trades that are not executed within these time constraints.
•Pre-Clearance of Limited Offerings. Covered Persons shall provide written notification to, and receive approval from, the Global Ethics Office prior to investing in a Limited Offering. The written notification shall include a detailed description of the Limited Offering and such Covered Person may be required to provide other relevant documentation describing the investment (e.g., offering memorandum or private placement memorandum). This process shall not be required for a Limited Offering offered by an Invesco Ltd. Affiliate directly to any Covered Person as such Limited Offerings shall be considered de-facto pre- approved and pre-cleared.
•Exemptions from Pre-Clearance. Purchases or sales of the following are exempt from the pre-clearance requirement:
•Covered Securities in a Delegated Discretionary Account;
•Invesco Funds (excluding closed-end Invesco Mutual Funds and Invesco ETFs);
•broad-based unaffiliated ETPs;
•currencies and commodities;
•derivatives of an index of securities, currencies or commodities; and
•securities held for Employees or an Employee's Immediate Family Members in Invesco CollegeBound 529 Plans, Invesco Core U.S. 401(k) Plans (excluding elections in the personal choice retirement account) and registered group retirement savings plans offered by an Invesco Ltd. Affiliate.
Shares purchased through an employee share purchase plan or shares acquired under an equity awards program are also exempt from pre-clearance.
Independent Directors/Trustees on the Invesco Mutual Funds Board shall comply with any pre-clearance requirements for transactions involving Invesco Mutual Funds that are closed-end funds, pursuant to the Independent Director/Trustee policies and guidelines.
Independent Directors/Trustees on the Invesco ETFs and Invesco Canada Funds Board shall not be subject to any pre-clearance requirements.
9
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
4.Trading Restrictions/Prohibitions.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board).
•Blackout Period. Covered Persons are prohibited from trading any Covered Security in a personal account on a day during which a Client Account has a pending "buy" or "sell" order in the same Covered Security.
In addition:
•Investment Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading within three trading days before and three trading days after such Client Account transaction; and
•All other Covered Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading in the same Covered Security within two trading days after such Client Account transaction.
The blackout period restrictions shall not apply to purchases and sales of a Covered Security that comply with certain specifications (e.g., large market capitalization) as may be determined from time to time by the Global Ethics Office.
•Other Prohibitions. Covered Persons shall be prohibited from:
•trading a Covered Security of an issuer on the applicable Restricted List(s);
•purchasing a Covered Security in an IPO or secondary offering;
•participating in an investment club;
•excessive short-term trading of any open-end Invesco Mutual Fund (excluding money market funds) and/or cash-in-lieu Invesco ETF pursuant to the various limitations outlined in the respective prospectus or other fund disclosure documents;
•engaging in personal trading in Covered Securities that is excessive or that compromises Invesco NA's fiduciary duty to Client Accounts, as determined by the Global Ethics Office in its discretion; and
•for Investment Personnel, effecting short sales of a Covered Security in a Covered Account if a Client Account for which the Investment Person has investment management responsibility has a long position in such Covered Security.
10
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Short-Term Trading Restriction for all Covered Persons (including Independent Directors/Trustees).
•Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board) shall not profit from the purchase and sale, or the sale and purchase, of a Covered Security (or a short sale and cover of the same Covered Security) within 60 calendar days of the trade date of the same Covered Security. Transactions in Invesco Canada Funds are subject to the short-term trading requirements outlined in the applicable prospectus.
This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). Transactions in unaffiliated ETPs, currencies, commodities and derivatives (e.g., options and futures) based on an index of securities, currencies and commodities are exempt from the 60-day holding period. This exemption shall not apply to derivatives of individual securities.
If a Covered Security is traded within the applicable holding period, the full amount of any profit from the trade, which has not been adjusted to account for applicable taxes or related fees, shall be disgorged to a charity of Invesco Ltd.'s choice.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall only be subject to the short- term trading restrictions described above with respect to Invesco Mutual Funds that are closed end funds.
•Independent Directors/Trustees on the Invesco ETF Board shall not be subject to the short-term trading restrictions described above.
5.Special Requirements for Transactions in Invesco Ltd. Stock.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Transactions in Invesco Ltd. stock are subject to the pre-clearance and reporting requirements set forth above. Covered Persons are prohibited from engaging in transactions in publicly traded options such as puts, calls and other derivative securities relating to Invesco Ltd.'s securities, on an exchange or any other organized market. Covered Persons should refer to the Global Insider Trading policy whenever they wish to transact in Invesco Ltd. securities in a Covered Account.
Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Independent Directors/Trustees shall refrain from beneficially owning Invesco Ltd. stock.
11
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
6.Covered Person Reporting and Periodic Certifications.
Covered Persons (excluding Independent Directors/Trustees).
•New Hire Requirements:
•Initial Report. Within 10 calendar days of becoming subject to the Code, each Covered Person shall be required to submit an Initial Holdings Report to the Global Ethics Office, regardless of whether the Covered Person has any Covered Securities to report. The report shall contain the following information, which must be current within 45 calendar days of becoming a Covered Person:
•a list of all Covered Securities including the name, the number of shares (for equity securities) or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the security identifier (CUSIP, symbol, etc.) for each Covered Security;
•a list of the Covered Person's Covered Accounts, which shall generally include the name of the financial institution with which the Covered Person maintains a Covered Account, the date the account was established and the account number; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Disclosure of Covered Accounts. Within 90 calendar days of becoming subject to the Code, Covered Persons shall be required to establish their Covered Accounts in accordance with the requirements set forth in "Covered Account Requirements."
•New Hire Certification. Within 30 calendar days of becoming subject to the Code, Covered Persons shall be required to review and certify to the Code via the Compliance Reporting System.
•Ongoing Requirements:
•New Covered Accounts. Covered Persons shall report a new Covered Account via the Compliance Reporting System within 30 calendar days of opening the account.
•Annual Holdings Report. At least annually, Covered Persons shall submit an Annual Holdings Report via the Compliance Reporting System and include the following information (which must be current within 45 calendar days of the date the report is submitted):
12
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•a list of all Covered Security holdings, including the Covered Security name, the number of shares (for equities); or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security;
•the Covered Security identifier (CUSIP, symbol, etc.);
•the name of the broker-dealer or bank with or through which a Covered Account is held;
•with respect to any non-public Covered Security owned by the Covered Person, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Annual/Ad-Hoc Certification. At least annually, Covered Persons shall certify via the Compliance Reporting System that they have read, understand and complied with the Code. Such certification shall also be required within 30 calendar days following any material changes to the Code.
Attached as Exhibit B is an Overview of Personal Trading Requirements that provides a summary of certain requirements set forth under this Code applicable to Covered Persons (excluding Independent Directors/Trustees). The Overview is not meant to serve as a replacement for reading the Code.
All Covered Persons (including Independent Directors/Trustees):
Quarterly Transaction Report.
•Covered Persons (excluding Independent Directors/Trustees) shall complete a Quarterly Transaction Report via the Compliance Reporting System within 30 calendar days after each quarter end, whether or not they executed transactions during the quarter.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco Mutual Fund purchased or sold the Covered Security; or (ii) an Invesco Mutual Fund, Invesco Advisers, Inc. or any sub-adviser to such Invesco Mutual Fund considered purchasing or selling the Covered Security.
13
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•Independent Directors/Trustees on the Invesco ETF Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco ETF purchased or sold the Covered Security; or (ii) an Invesco ETF, Invesco Capital Management, LLC or any sub-adviser to such Invesco ETF considered purchasing or selling the Covered Security.
•Independent Directors/Trustees on the Invesco Canada Funds Board are not subject to the Quarterly Transaction Report requirements.
Independent Directors/Trustees subject to the above reporting requirement shall request the Quarterly Transaction Report from and submit the completed report to the applicable Chief Compliance Officer.
The Quarterly Transaction Report shall include the following information:
•the date of all transactions in that quarter, the Covered Security name, the number of shares (for equity securities), or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the nature of the transaction (buy, sell, etc.);
•the Covered Security identifier (CUSIP, symbol, etc.);
•the price of the Covered Security at which the transaction was executed;
•the name of the broker-dealer or bank executing the transaction; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office or by the Independent Directors/Trustees to the applicable Chief Compliance Officer.
The Quarterly Transaction Report can exclude the following information:
•transactions in a Limited Offering that has been previously disclosed to, and approved by, the Global Ethics Office;
•transactions in an automatic investment plan/pre-authorized chequing plan/dividend reinvestment plan/payroll deduction or made on behalf of an Employee in the ICL Sponsored GWL Group Retirement Savings Plan;
•transactions executed in a Delegated Discretionary Account;
•transactions executed in Covered Securities that are either:
•directly with an affiliated transfer agent; or
•in the Covered Person's registered group retirement savings plan (including transactions made on behalf of the Covered Person in the
14
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
ICL sponsored GWL Group Retirement Savings Plan) or Invesco Core US 401(k) Plan.
VI. VIOLATIONS AND SANCTIONS.
Covered Persons (excluding Independent Directors/Trustees) shall report violations and potential violations of this Code to the Global Ethics Office. Independent Directors/Trustees may report violations and potential violations to the applicable CCO (or his or her delegate).
Violations and potential violations of the Code are investigated by the Global Ethics Office.
For all Covered Persons (excluding Independent Directors/Trustees): If a determination is made that a Covered Person has violated the Code, a sanction may be imposed. Sanctions vary based on the severity of the violation
(s)and include, but are not limited to:
•a letter of education;
•reversal of trades processed in violation of the Code;
•suspension, demotion or change in Covered Person responsibilities;
•termination of employment;
•prohibition of personal trading abilities;
•disgorgement of profits earned in the Code violation;
•referral to civil or criminal authorities, where appropriate; or
•any other sanction, as may be determined by the Global Ethics Office, CCO and/or applicable governance committee.
The Global Ethics Office maintains internal procedures regarding the violation investigation, sanction determination and sanction enforcement process.
In mitigating or eliminating certain conflicts of interest that arise in connection with a Covered Person's personal trading, a Covered Person may be required to sell a Covered Security that was previously approved. In the event the sale results in a loss, the Covered Person will not be entitled to reimbursement for such loss. In the event of a gain, the Covered Person may be required to disgorge any profit.
VII. CODE ADMINISTRATION.
In general, the Global Ethics Office shall be responsible for the administration and oversight of the Code and shall be responsible for:
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•providing Covered Persons with the Code and ensuring that Covered Persons submit the required certifications and reports required under the Code;
•reviewing the personal trading activities of Covered Persons to identify potential or actual violations of the Code and promptly investigating such matters to resolve and make the appropriate remediations, if needed; and
•promptly reporting any violations of the Code in writing to the applicable CCO.
In very limited circumstances, certain exceptions to any provision of the Code may be granted on a case by case basis by the applicable CCO or his or her delegate. Such exceptions shall be documented in writing by the Global Ethics Office.
Any questions regarding this Code should be directed to the Global Ethics Office, which may be contacted using the Global Ethics Office support portal via the intranet or via 1.877.331.CODE [2633].
VIII. REPORTING.
ICL Boards/Committees. At least quarterly, the CCO shall inform the Invesco Canada Funds Independent Review Committee of violations, sanctions imposed, material changes and any other information as may be requested from time to time relating to the Code and for the relevant review period.
Invesco Mutual Funds Board and Invesco ETF Board.
•Quarterly: At least quarterly, each applicable CCO shall furnish a written report to the applicable Board regarding material violations of the Code by Covered Persons.
•Annually: No less frequently than annually, each applicable CCO shall furnish a written report to the applicable Board that describes significant issues arising under the Code since the last report to the Board, including information about material violations of the Code and sanctions imposed in response to material violations. The CCO shall certify that the applicable NA Adviser to the Invesco Mutual Funds and Invesco ETFs has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. At this time, the Board shall also review the current Code.
•Material Changes to Code. The applicable Committee/Boards mentioned in section VIII of this Code shall approve any material changes made to the Code either prior to implementing such change or no later than six months after the change is implemented.
16
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT A
The Code of Ethics and Personal Trading Policy for North America shall apply to the following entities (collectively referred to as "Invesco NA"):
SEC registered investment advisers (referred to individually and collectively in the Code as "Invesco NA Adviser")
•HarbourView Asset Management Corporation
•Invesco Advisers, Inc.
•Invesco Canada Ltd.
•Invesco Capital Management LLC
•Invesco Managed Accounts, LLC
•Invesco Private Capital, Inc.
•Invesco Senior Secured Management, Inc.
•Jemstep, Inc.
•OC Private Capital, LLC
•OFI Private Investments Inc
•OppenheimerFunds, Inc.
•WL Ross & Co, LLC
SEC and FINRA registered broker-dealers
•Invesco Capital Markets, Inc.
•Invesco Distributors, Inc.
•OppenheimerFunds Distributor, Inc.
Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds (as defined in the Code)
Unit investment trusts sponsored by an Invesco NA Adviser
SEC registered transfer agent: Invesco Investment Services, Inc.
Texas chartered trust company: Invesco Trust Company
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT B
OVERVIEW OF PERSONAL TRADING REQUIREMENTS
Below are some, but not all, of the common investment instruments and key actions
required of Covered Persons (excluding Independent Directors/Trustees) under the Code.
Security Type |
Pre-Clearance |
Reporting |
|
60-Day Profit |
||
|
|
|
|
|
|
Limit Restriction |
Funds |
|
|
|
|
|
|
Invesco Mutual Funds |
|
No |
|
Yes |
|
Yes |
Invesco Canada Funds |
|
|
|
|
|
Subject to |
|
|
No |
|
Yes |
|
prospectus |
|
|
|
|
|
|
requirements |
Invesco QQQ Trust or the BLDRS Index Fund Trust |
|
Yes |
|
Yes |
|
Yes |
Closed-end funds (both affiliated and unaffiliated) |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated open-end mutual funds |
|
No |
|
No |
|
No |
Equities |
|
|
|
|
|
|
Common Stocks |
|
Yes |
|
Yes |
|
Yes |
Equity Initial Public Offerings (IPOs) |
|
Prohibited |
|
Prohibited |
|
N/A |
Preferred Stock |
|
Yes |
|
Yes |
|
Yes |
Derivatives |
|
|
|
|
|
|
Futures, Swaps and Options based on individual |
|
|
|
|
|
|
securities, affiliated ETPs, or heavily-weighted |
|
Yes |
|
Yes |
|
Yes |
unaffiliated ETPs |
|
|
|
|
|
|
Futures, Swaps and Options based on an index of |
|
|
|
|
|
|
securities, currencies, commodities, and broad-based |
|
No |
|
Yes |
|
No |
unaffiliated ETPs. |
|
|
|
|
|
|
Fixed Income/Bonds |
|
|
|
|
|
|
US Treasury |
|
No |
|
No |
|
No |
Certificates of Deposit |
|
No |
|
No |
|
No |
Money Market Funds |
|
No |
|
No |
|
No |
Municipal Bond |
|
Yes |
|
Yes |
|
Yes |
Corporate Bond |
|
Yes |
|
Yes |
|
Yes |
Exchange-Traded Products (i.e., ETFs, ETCs and ETNs) |
|
|
|
|
|
|
Affiliated ETPs |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated ETPs with a limited number of underlying |
|
Yes |
|
Yes |
|
Yes |
securities (20 or less) that include Covered Securities |
|
|
|
|||
|
|
|
|
|
|
|
Unaffiliated ETPs that mirror one equity or have a heavy |
|
|
|
|
|
|
weighting in one equity (heavy weighting: 25% in an |
|
Yes |
|
Yes |
|
Yes |
individual issuer) |
|
|
|
|
|
|
|
|
|
|
|
18 |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
All other unaffiliated broad-based ETPs |
|
No |
|
Yes |
|
No |
Invesco Ltd. Stock |
|
|
|
|
|
|
Open market |
|
Yes |
|
Yes |
|
Yes |
Derivatives on Invesco Ltd. Stock |
|
Prohibited |
|
Prohibited |
|
N/A |
Employee Share Purchase Plan Participation |
|
No |
|
No |
|
No |
Employee Share Purchase Plan Vested-Sale |
|
Yes |
|
Yes |
|
No |
Stock grants awarded (LTA) |
|
No |
|
No |
|
No |
Stock grants vestedsale (LTA) |
|
Yes |
|
Yes |
|
No |
Long-Term Fund Awards (LTF) |
|
|
|
|
|
|
Invesco Mutual Fund grants awarded |
|
No |
|
No |
|
No |
Limited Offerings
Covered Persons may not engage in a Limited Offering without first: (a) giving the Global Ethics Office a detailed written notification describing the transaction and indicating whether or not they will receive compensation; and (b) obtaining prior written permission from the Global Ethics Office.
19
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
CODE OF ETHICS AND PERSONAL TRADING POLICY
FOR NORTH AMERICA
Applicable To |
|
• All Covered Persons (as defined below) |
|
|
|
• All entities listed on Exhibit A (collectively, "Invesco NA") |
|
Departments Impacted |
|
Global Ethics Office |
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Risk Addressed by |
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Clients are harmed because of a Covered Person's conflict of interest, violation of fiduciary |
Policy |
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duties or fraudulent/deceptive personal trading activities. |
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Relevant Law & Related |
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• Rule 17j-1 under the Investment Company Act ("Rule 17j-1") |
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Resources |
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• Rule 204A-1 under the Investment Advisers Act ("Rule 204A-1") |
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• Ontario Securities Commission: National Instrument 31-103 Registration Requirements, |
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Exemptions and Ongoing Registrant Obligations ("NI 31-103") |
Approved By |
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• Invesco Mutual Funds Board: March 2020 |
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• Invesco ETF Board: March 2020 |
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• Invesco Canada Limited ("ICL") Board: December 2019 |
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Effective Date |
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March 2020 |
I.BACKGROUND.
This Code of Ethics and Personal Trading Policy for North America (the "Code") requires that Covered Persons (as defined below) adhere to high standards of ethical conduct and act with integrity in accordance with their fiduciary duties. The Code is intended to comply with the requirements of Rule 204A-1, Rule 17j-1 and NI 31- 103.
Rule 204A-1 and Rule 17j-1 require, among other things, the adoption and enforcement of a written code of ethics that:
•sets forth required standards of business conduct and reflects the fiduciary duty owed to clients;
•requires employees to conduct themselves in compliance with applicable laws and regulations;
•prohibits conduct that constitutes fraud, deceit or any other manipulative practice with respect to a client; and
•establishes policies and procedures that:
•are reasonably designed to detect and prevent activities which are or could be perceived as violating a fiduciary duty, breaching confidentiality obligations or creating a conflict of interest;
•prohibit the misuse of Material Non-public Information; and
•address conflicts of interest arising from personal trading activities.
NI 31-103 requires registrants to establish, maintain and apply policies and procedures that establish a system of controls to comply with securities legislation,
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
including, but not limited to, the management of conflicts of interest matters, which may include personal trading activities.
II.STANDARDS OF BUSINESS CONDUCT AND FIDUCIARY DUTIES.
Each Invesco NA Adviser has a fiduciary relationship with respect to each of their Client Accounts. As such, Invesco NA and Covered Persons shall:
•place the interests of clients ahead of their personal interests (or, in the case of Independent Directors/Trustees, the funds they oversee);
•conduct their personal trading in a manner consistent with this Code and other applicable policies to avoid any actual or potential conflicts of interest, or any abuse of position of trust and responsibility;
•comply with applicable rules and regulations; and
•keep all MNPI (as defined below) confidential.
Invesco NA and all Covered Persons are prohibited from:
•profiting personally by using MNPI and disclosing MNPI to any person (except as may be permitted by law or in accordance with applicable policies);
•employing any device, scheme or artifice to defraud any Client Account;
•making an untrue statement of a material fact or omitting to state a material fact to a client that, in light of the circumstances under which they are made, are necessary to make the statement non-misleading;
•engaging in any act, practice or course of business that operates or would operate as a fraud or deceit to a Client Account; or
•engaging in any manipulative practice with respect to a Client Account or securities (including price manipulation).
Invesco NA maintains other compliance policies that may be directly applicable to a Covered Person's specific responsibilities and duties and that address additional standard of conducts for employees. These policies are available on the Invesco Ltd. intranet site and include, but are not limited to:
• Global Code of Conduct |
• Activities Outside of Invesco (US Covered Persons) |
• Global Insider Trading |
• Outside Activities (ICL Covered Persons) |
• Global Fraud Escalation |
• Global Gifts and Entertainment |
• Global Political Contributions |
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III.DEFINITIONS.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Beneficial Interest" or "Beneficial Ownership" means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share at any time in any economic interest or profit derived from ownership of, or a transaction in, a Covered Security.
A Covered Person is deemed to have a Beneficial Interest or Ownership in any:
•Covered Security held in an account registered in the name of the Covered Person or jointly with others (e.g., joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations). For purposes of this definition, controlling means the power to exercise influence over the management or policies of a company, unless such power is solely the result of an official position with the company;
•Covered Security held in an account registered in the name of a Covered Person's Immediate Family Member, friend or any other third-party for which the Covered Person: (i) acts as trustee, executor, or guardian or provides investment or any other advice; or (ii) has any form of discretion or authority; and
•interest(s) held by the Covered Person in a general or limited partnership or limited liability company.
For questions relating to whether they have Beneficial Interest in a Covered Security: (i) Covered Persons (excluding Independent Directors/Trustees) shall contact the Global Ethics Office; and (ii) Independent Directors/Trustees shall contact the applicable Chief Compliance Officer.
"Client Account" means an Invesco Fund (with respect to Covered Persons other than Independent Directors/Trustees), a separately managed account, a personal trust or estate, an employee benefit trust or any other account for which an Invesco NA Adviser provides investment advisory or sub-advisory services. For Independent Directors/Trustees, "Client Account" shall mean the Invesco funds they oversee.
"Compliance Reporting System"means any third party, web-based application utilized by Covered Persons (excluding Independent Directors/Trustees) for personal trading reporting, as required under this Code (e.g., Star Compliance).
"Covered Account" means any account that holds or may hold a Covered Security, such as any:
•account in the Covered Person's name;
•joint or tenant-in-common account in which the Covered Person has an interest or is a participant;
•account for which a Covered Person acts as trustee, executor or custodian; and
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•account over which a Covered Person has investment discretion or has the power (whether or not exercised) to direct the acquisition or disposition of Covered Securities (other than a Client Account that the Covered Person manages or over which they have investment discretion). It is presumed that a Covered Person can control accounts held by Immediate Family Members.
"Covered Person"means:
•an Employee;
•any director or officer, or full-time or part-time Employee of an Invesco Ltd. Affiliate who is located in North America and is not otherwise subject to another Invesco Ltd. Affiliate's code of ethics;
•any Independent Director/Trustee;
•any individual who is not an Employee, but who is conducting business on behalf of an Invesco Ltd. Affiliate and has access to the firm's internal network systems;
•any person meeting the definition of "Access Person," as defined in Rule 17j-1 or Rule 204A-1; or
•anyone who, in the discretion of the Global Ethics Office, is deemed to be a Covered Person subject to the requirements of this Code.
"Covered Security" means, unless otherwise exempt from the definition as set forth below:
• generally any: (i) investment, instrument, asset or holding (whether publicly or privately traded);
(ii) Exchange Traded Product (as defined below); (iii) closed-end fund; and (iv) option, future, forward contract, listed depositary receipt (e.g., American Depositary Receipt, American Depositary Share, Global Depositary Receipt) or other obligation involving securities, a commodity, or an index thereof (including an instrument whose value is derived or based on any of the above (a "derivative"));
•any Invesco Fund;
•any security or instrument that can be traded by an Invesco Ltd. Affiliate on behalf of a client; and
•any instrument that is convertible or exchangeable into a Covered Security or which confers a right to purchase a Covered Security.
The following securities are exempt from the definition of "Covered Security:"
•direct obligations of the U.S. government or Canadian government, or their respective agencies, instrumentalities and government-sponsored enterprises;
•bankers' acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments (including repurchase agreements);
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•shares of unaffiliated open-end mutual funds (including shares of a money market fund or shares of a unit investment trust that invests exclusively in open-end mutual funds);
•any unit investment trust (including those advised or sub-advised by an Invesco NA Adviser). Notwithstanding the foregoing, any shares of any series of the Invesco QQQ Trust or the BLDRS Index Fund Trust shall be considered a Covered Security;
•principal-protected or linked-note investment products;
•certain qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986, as amended ("529 Plans"); or
•physical commodities (including foreign currencies).
"Delegated Discretionary Account" means an account for which a Covered Person has written evidence that decision-making authority has been completely relinquished to a professional money manager who is not an Immediate Family Member or not otherwise subject to this Code and over which the Covered Person has no direct or indirect influence or control. Notwithstanding the foregoing, the Covered Person shall be permitted to establish overall investment objectives and investment guidelines for the manager, such as indicating industries or types of securities in which the Covered Person wishes to invest.
"Designated Broker List" means the list of financial institutions where a Covered Person (excluding Independent Directors/Trustees) may maintain a Covered Account.
"Employee" means an individual who serves as a director or officer of an Invesco NA entity or who is employed on a full-time or part-time basis by an Invesco NA entity or subsidiary thereof. For purposes of this Code, the term Employee also includes the Employee's Immediate Family Members.
"Exchange Traded Product" or "ETP" means a security traded on an exchange that tracks an underlying security, index or financial instrument. The term "ETP" includes, among other things, exchange traded funds ("ETFs"), exchange-traded notes ("ETNs") and exchange-traded commodities ("ETCs"), but excludes actively managed ETFs.
"Global Ethics Office"means the team within Compliance that is responsible for monitoring conflicts in connection with employee personal trading, political contributions, outside business activities and gifts and entertainment.
"Immediate Family Member"means a Covered Person's spouse (including a domestic partner or other equivalent), child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in- law or sister-in law who share the Covered Person's household. For questions relating to whether a family member is or should be excluded from this definition: (i) Covered Persons shall contact the Global
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Ethics Office; and (ii) Independent Director/Trustee's shall contact the applicable Chief Compliance Officer.
"Independent Director/Trustee" means any; (i) director or trustee of an Invesco Mutual Fund who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund;
(ii)director or trustee of an Invesco ETF who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETF; or (iii) director or trustee of any Invesco Canada Fund or member of the Invesco Canada Funds Advisory Board who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA's day-to-day activities beyond the scope of his or her duties as director/trustee.
"Initial Public Offering" or "IPO" means: (i) any Covered Security which is being offered for the first time on a recognized stock exchange; or (ii) an offering of securities registered under the Securities Act, the issuer of which immediately before such registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended or foreign regulatory equivalents thereof.
"Invesco Canada Funds"means the Invesco Funds domiciled in Canada.
"Invesco ETFs" means the series of exchange traded funds advised by Invesco Capital Management, LLC and registered under the Investment Company Act.
"Invesco Fund" means any pooled investment vehicle or other proprietary investment product advised or sub- advised by an Invesco Ltd. Affiliate. The term Invesco Fund includes Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds.
"Invesco Ltd." means the company whose shares are publicly traded on the New York Stock Exchange with the ticker symbol "IVZ." Invesco Ltd. is the parent company of the Invesco Ltd. Affiliates.
"Invesco Ltd. Affiliate" means any direct or indirect subsidiary of Invesco Ltd.
"Invesco Mutual Funds" means the family of open-end and closed-end investment companies advised by Invesco Advisers, Inc. and registered under the Investment Company Act.
"Invesco NA" means, collectively, the entities set forth in Exhibit A.
"Invesco NA Adviser" means, collectively, the SEC registered investment advisers set forth in Exhibit A.
"Investment Advisers Act" means the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations adopted thereunder.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Investment Company Act" means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder.
"Investment Person" generally means a Covered Person (excluding any Independent Director/Trustee) who:
•as part of his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities in a Client Account (e.g., portfolio managers, securities analyst or traders); or
•works directly with or is in the same department/investment team as a portfolio manager and is likely to be exposed to sensitive information relating to those Client Accounts for which the portfolio manager has responsibility (including those who serve an administrative function).
"Limited Offering" means an offering of securities that is not part of a registered offering under Section 5 of the Securities Act, including but not limited to those offered pursuant to Section 4(a)(2), 4(a)(5) and 4(a)(6) (e.g., private placements, private funds and hedge funds).
"MNPI" or "Material Non-public Information" means information not known to the public that may, if disclosed, have a significant impact on the price of a financial instrument and that a reasonable investor would likely consider relevant or important when making an investment decision.
"Restricted List" means the list of issuers for which Covered Persons or an Invesco NA entity may be in possession of MNPI.
"Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations adopted thereunder.
IV. PERSONAL TRADING REQUIREMENTS.
1.Covered Account Requirements for Covered Persons (excluding Independent Directors/Trustees).
•Covered Accounts Maintained in the U.S. or India shall be maintained:
•with a financial institution on the Designated Broker List (which may be accessed via the Compliance Reporting System);
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer; or
•for U.S. only, with any full-service broker dealer.
•Open-End Invesco Mutual Funds shall be held:
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•in an account maintained with a financial institution on the Designated Broker List;
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer;
•in the Covered Person's Invesco 401(k) or Invesco CollegeBound 529 plan; or
•directly with the open-end Invesco Mutual Funds' transfer agent.
•Delegated Discretionary Accounts may be established as long as such account is approved by the Global Ethics Office before being established and such Covered Person provides a copy of the managed account agreement and other required information to the Global Ethics Office.
2.Trade Confirmations and Duplicate Statements for Covered Persons (excluding Independent Directors/Trustees).
Covered Persons shall provide duplicate trade confirmations and account statements for their Covered Accounts to the Global Ethics Office or applicable Compliance team.
•Covered Accounts maintained with a financial institution on the Designated Broker List or with a full- service broker dealer: Such financial institutions are required to submit the statements electronically.
•All other Covered Accounts: Covered Persons shall direct their financial institution to submit statements electronically to the Global Ethics Office. In the event electronic submission is not an option, Covered Persons shall be personally responsible for submitting statements. The statements shall be provided in a timely manner, but no later than 15 days following a trade or the receipt of a periodic statement.
3.Pre-Clearance of Personal Trades.
Covered Persons (excluding Independent Directors/Trustees): Except as noted below, Covered Persons shall pre-clear all Covered Securities transactions in Covered Accounts via the Compliance Reporting System. For Covered Accounts in which a Covered Person has a beneficial interest but does not exercise control, trade requests shall be submitted either through the Covered Person or by contacting the Global Ethics Office. The Global Ethics Office shall provide the Covered Person with a notification of a decision regarding the trade request. Covered Persons are prohibited from executing a trade in a Covered Account until they are
notified by the Global Ethics Office that the trade has been approved. Good until cancelled orders are prohibited.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Approval remains in effect until the end of the business day on which it was granted, unless approval is granted after the close of the trading day (e.g., trading on a foreign market or bond exchange). In that circumstance, approval shall be valid until the close of the market on the following trading day. Covered Persons shall be required to re-submit for approval any trades that are not executed within these time constraints.
•Pre-Clearance of Limited Offerings. Covered Persons shall provide written notification to, and receive approval from, the Global Ethics Office prior to investing in a Limited Offering. The written notification shall include a detailed description of the Limited Offering and such Covered Person may be required to provide other relevant documentation describing the investment (e.g., offering memorandum or private placement memorandum). This process shall not be required for a Limited Offering offered by an Invesco Ltd. Affiliate directly to any Covered Person as such Limited Offerings shall be considered de-facto pre- approved and pre-cleared.
•Exemptions from Pre-Clearance. Purchases or sales of the following are exempt from the pre-clearance requirement:
•Covered Securities in a Delegated Discretionary Account;
•Invesco Funds (excluding closed-end Invesco Mutual Funds and Invesco ETFs);
•broad-based unaffiliated ETPs;
•currencies and commodities;
•derivatives of an index of securities, currencies or commodities; and
•securities held for Employees or an Employee's Immediate Family Members in Invesco CollegeBound 529 Plans, Invesco Core U.S. 401(k) Plans (excluding elections in the personal choice retirement account) and registered group retirement savings plans offered by an Invesco Ltd. Affiliate.
Shares purchased through an employee share purchase plan or shares acquired under an equity awards program are also exempt from pre-clearance.
Independent Directors/Trustees on the Invesco Mutual Funds Board shall comply with any pre-clearance requirements for transactions involving Invesco Mutual Funds that are closed-end funds, pursuant to the Independent Director/Trustee policies and guidelines.
Independent Directors/Trustees on the Invesco ETFs and Invesco Canada Funds Board shall not be subject to any pre-clearance requirements.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
4.Trading Restrictions/Prohibitions.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board).
•Blackout Period. Covered Persons are prohibited from trading any Covered Security in a personal account on a day during which a Client Account has a pending "buy" or "sell" order in the same Covered Security.
In addition:
•Investment Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading within three trading days before and three trading days after such Client Account transaction; and
•All other Covered Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading in the same Covered Security within two trading days after such Client Account transaction.
The blackout period restrictions shall not apply to purchases and sales of a Covered Security that comply with certain specifications (e.g., large market capitalization) as may be determined from time to time by the Global Ethics Office.
•Other Prohibitions. Covered Persons shall be prohibited from:
•trading a Covered Security of an issuer on the applicable Restricted List(s);
•purchasing a Covered Security in an IPO or secondary offering;
•participating in an investment club;
•excessive short-term trading of any open-end Invesco Mutual Fund (excluding money market funds) and/or cash-in-lieu Invesco ETF pursuant to the various limitations outlined in the respective prospectus or other fund disclosure documents;
•engaging in personal trading in Covered Securities that is excessive or that compromises Invesco NA's fiduciary duty to Client Accounts, as determined by the Global Ethics Office in its discretion; and
•for Investment Personnel, effecting short sales of a Covered Security in a Covered Account if a Client Account for which the Investment Person has investment management responsibility has a long position in such Covered Security.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Short-Term Trading Restriction for all Covered Persons (including Independent Directors/Trustees).
•Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board) shall not profit from the purchase and sale, or the sale and purchase, of a Covered Security (or a short sale and cover of the same Covered Security) within 60 calendar days of the trade date of the same Covered Security. Transactions in Invesco Canada Funds are subject to the short-term trading requirements outlined in the applicable prospectus.
This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). Transactions in unaffiliated ETPs, currencies, commodities and derivatives (e.g., options and futures) based on an index of securities, currencies and commodities are exempt from the 60-day holding period. This exemption shall not apply to derivatives of individual securities.
If a Covered Security is traded within the applicable holding period, the full amount of any profit from the trade, which has not been adjusted to account for applicable taxes or related fees, shall be disgorged to a charity of Invesco Ltd.'s choice.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall only be subject to the short- term trading restrictions described above with respect to Invesco Mutual Funds that are closed end funds.
•Independent Directors/Trustees on the Invesco ETF Board shall not be subject to the short-term trading restrictions described above.
5.Special Requirements for Transactions in Invesco Ltd. Stock.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Transactions in Invesco Ltd. stock are subject to the pre-clearance and reporting requirements set forth above. Covered Persons are prohibited from engaging in transactions in publicly traded options such as puts, calls and other derivative securities relating to Invesco Ltd.'s securities, on an exchange or any other organized market. Covered Persons should refer to the Global Insider Trading policy whenever they wish to transact in Invesco Ltd. securities in a Covered Account.
Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Independent Directors/Trustees shall refrain from beneficially owning Invesco Ltd. stock.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
6.Covered Person Reporting and Periodic Certifications.
Covered Persons (excluding Independent Directors/Trustees).
•New Hire Requirements:
•Initial Report. Within 10 calendar days of becoming subject to the Code, each Covered Person shall be required to submit an Initial Holdings Report to the Global Ethics Office, regardless of whether the Covered Person has any Covered Securities to report. The report shall contain the following information, which must be current within 45 calendar days of becoming a Covered Person:
•a list of all Covered Securities including the name, the number of shares (for equity securities) or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the security identifier (CUSIP, symbol, etc.) for each Covered Security;
•a list of the Covered Person's Covered Accounts, which shall generally include the name of the financial institution with which the Covered Person maintains a Covered Account, the date the account was established and the account number; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Disclosure of Covered Accounts. Within 90 calendar days of becoming subject to the Code, Covered Persons shall be required to establish their Covered Accounts in accordance with the requirements set forth in "Covered Account Requirements."
•New Hire Certification. Within 30 calendar days of becoming subject to the Code, Covered Persons shall be required to review and certify to the Code via the Compliance Reporting System.
•Ongoing Requirements:
•New Covered Accounts. Covered Persons shall report a new Covered Account via the Compliance Reporting System within 30 calendar days of opening the account.
•Annual Holdings Report. At least annually, Covered Persons shall submit an Annual Holdings Report via the Compliance Reporting System and include the following information (which must be current within 45 calendar days of the date the report is submitted):
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•a list of all Covered Security holdings, including the Covered Security name, the number of shares (for equities); or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security;
•the Covered Security identifier (CUSIP, symbol, etc.);
•the name of the broker-dealer or bank with or through which a Covered Account is held;
•with respect to any non-public Covered Security owned by the Covered Person, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Annual/Ad-Hoc Certification. At least annually, Covered Persons shall certify via the Compliance Reporting System that they have read, understand and complied with the Code. Such certification shall also be required within 30 calendar days following any material changes to the Code.
Attached as Exhibit B is an Overview of Personal Trading Requirements that provides a summary of certain requirements set forth under this Code applicable to Covered Persons (excluding Independent Directors/Trustees). The Overview is not meant to serve as a replacement for reading the Code.
All Covered Persons (including Independent Directors/Trustees):
Quarterly Transaction Report.
•Covered Persons (excluding Independent Directors/Trustees) shall complete a Quarterly Transaction Report via the Compliance Reporting System within 30 calendar days after each quarter end, whether or not they executed transactions during the quarter.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco Mutual Fund purchased or sold the Covered Security; or (ii) an Invesco Mutual Fund, Invesco Advisers, Inc. or any sub-adviser to such Invesco Mutual Fund considered purchasing or selling the Covered Security.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•Independent Directors/Trustees on the Invesco ETF Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco ETF purchased or sold the Covered Security; or (ii) an Invesco ETF, Invesco Capital Management, LLC or any sub-adviser to such Invesco ETF considered purchasing or selling the Covered Security.
•Independent Directors/Trustees on the Invesco Canada Funds Board are not subject to the Quarterly Transaction Report requirements.
Independent Directors/Trustees subject to the above reporting requirement shall request the Quarterly Transaction Report from and submit the completed report to the applicable Chief Compliance Officer.
The Quarterly Transaction Report shall include the following information:
•the date of all transactions in that quarter, the Covered Security name, the number of shares (for equity securities), or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the nature of the transaction (buy, sell, etc.);
•the Covered Security identifier (CUSIP, symbol, etc.);
•the price of the Covered Security at which the transaction was executed;
•the name of the broker-dealer or bank executing the transaction; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office or by the Independent Directors/Trustees to the applicable Chief Compliance Officer.
The Quarterly Transaction Report can exclude the following information:
•transactions in a Limited Offering that has been previously disclosed to, and approved by, the Global Ethics Office;
•transactions in an automatic investment plan/pre-authorized chequing plan/dividend reinvestment plan/payroll deduction or made on behalf of an Employee in the ICL Sponsored GWL Group Retirement Savings Plan;
•transactions executed in a Delegated Discretionary Account;
•transactions executed in Covered Securities that are either:
•directly with an affiliated transfer agent; or
•in the Covered Person's registered group retirement savings plan (including transactions made on behalf of the Covered Person in the
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
ICL sponsored GWL Group Retirement Savings Plan) or Invesco Core US 401(k) Plan.
VI. VIOLATIONS AND SANCTIONS.
Covered Persons (excluding Independent Directors/Trustees) shall report violations and potential violations of this Code to the Global Ethics Office. Independent Directors/Trustees may report violations and potential violations to the applicable CCO (or his or her delegate).
Violations and potential violations of the Code are investigated by the Global Ethics Office.
For all Covered Persons (excluding Independent Directors/Trustees): If a determination is made that a Covered Person has violated the Code, a sanction may be imposed. Sanctions vary based on the severity of the violation
(s)and include, but are not limited to:
•a letter of education;
•reversal of trades processed in violation of the Code;
•suspension, demotion or change in Covered Person responsibilities;
•termination of employment;
•prohibition of personal trading abilities;
•disgorgement of profits earned in the Code violation;
•referral to civil or criminal authorities, where appropriate; or
•any other sanction, as may be determined by the Global Ethics Office, CCO and/or applicable governance committee.
The Global Ethics Office maintains internal procedures regarding the violation investigation, sanction determination and sanction enforcement process.
In mitigating or eliminating certain conflicts of interest that arise in connection with a Covered Person's personal trading, a Covered Person may be required to sell a Covered Security that was previously approved. In the event the sale results in a loss, the Covered Person will not be entitled to reimbursement for such loss. In the event of a gain, the Covered Person may be required to disgorge any profit.
VII. CODE ADMINISTRATION.
In general, the Global Ethics Office shall be responsible for the administration and oversight of the Code and shall be responsible for:
15
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•providing Covered Persons with the Code and ensuring that Covered Persons submit the required certifications and reports required under the Code;
•reviewing the personal trading activities of Covered Persons to identify potential or actual violations of the Code and promptly investigating such matters to resolve and make the appropriate remediations, if needed; and
•promptly reporting any violations of the Code in writing to the applicable CCO.
In very limited circumstances, certain exceptions to any provision of the Code may be granted on a case by case basis by the applicable CCO or his or her delegate. Such exceptions shall be documented in writing by the Global Ethics Office.
Any questions regarding this Code should be directed to the Global Ethics Office, which may be contacted using the Global Ethics Office support portal via the intranet or via 1.877.331.CODE [2633].
VIII. REPORTING.
ICL Boards/Committees. At least quarterly, the CCO shall inform the Invesco Canada Funds Independent Review Committee of violations, sanctions imposed, material changes and any other information as may be requested from time to time relating to the Code and for the relevant review period.
Invesco Mutual Funds Board and Invesco ETF Board.
•Quarterly: At least quarterly, each applicable CCO shall furnish a written report to the applicable Board regarding material violations of the Code by Covered Persons.
•Annually: No less frequently than annually, each applicable CCO shall furnish a written report to the applicable Board that describes significant issues arising under the Code since the last report to the Board, including information about material violations of the Code and sanctions imposed in response to material violations. The CCO shall certify that the applicable NA Adviser to the Invesco Mutual Funds and Invesco ETFs has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. At this time, the Board shall also review the current Code.
•Material Changes to Code. The applicable Committee/Boards mentioned in section VIII of this Code shall approve any material changes made to the Code either prior to implementing such change or no later than six months after the change is implemented.
16
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT A
The Code of Ethics and Personal Trading Policy for North America shall apply to the following entities (collectively referred to as "Invesco NA"):
SEC registered investment advisers (referred to individually and collectively in the Code as "Invesco NA Adviser")
•HarbourView Asset Management Corporation
•Invesco Advisers, Inc.
•Invesco Canada Ltd.
•Invesco Capital Management LLC
•Invesco Managed Accounts, LLC
•Invesco Private Capital, Inc.
•Invesco Senior Secured Management, Inc.
•Jemstep, Inc.
•OC Private Capital, LLC
•OFI Private Investments Inc
•OppenheimerFunds, Inc.
•WL Ross & Co, LLC
SEC and FINRA registered broker-dealers
•Invesco Capital Markets, Inc.
•Invesco Distributors, Inc.
•OppenheimerFunds Distributor, Inc.
Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds (as defined in the Code)
Unit investment trusts sponsored by an Invesco NA Adviser
SEC registered transfer agent: Invesco Investment Services, Inc.
Texas chartered trust company: Invesco Trust Company
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT B
OVERVIEW OF PERSONAL TRADING REQUIREMENTS
Below are some, but not all, of the common investment instruments and key actions
required of Covered Persons (excluding Independent Directors/Trustees) under the Code.
Security Type |
Pre-Clearance |
Reporting |
|
60-Day Profit |
||
|
|
|
|
|
|
Limit Restriction |
Funds |
|
|
|
|
|
|
Invesco Mutual Funds |
|
No |
|
Yes |
|
Yes |
Invesco Canada Funds |
|
|
|
|
|
Subject to |
|
|
No |
|
Yes |
|
prospectus |
|
|
|
|
|
|
requirements |
Invesco QQQ Trust or the BLDRS Index Fund Trust |
|
Yes |
|
Yes |
|
Yes |
Closed-end funds (both affiliated and unaffiliated) |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated open-end mutual funds |
|
No |
|
No |
|
No |
Equities |
|
|
|
|
|
|
Common Stocks |
|
Yes |
|
Yes |
|
Yes |
Equity Initial Public Offerings (IPOs) |
|
Prohibited |
|
Prohibited |
|
N/A |
Preferred Stock |
|
Yes |
|
Yes |
|
Yes |
Derivatives |
|
|
|
|
|
|
Futures, Swaps and Options based on individual |
|
|
|
|
|
|
securities, affiliated ETPs, or heavily-weighted |
|
Yes |
|
Yes |
|
Yes |
unaffiliated ETPs |
|
|
|
|
|
|
Futures, Swaps and Options based on an index of |
|
|
|
|
|
|
securities, currencies, commodities, and broad-based |
|
No |
|
Yes |
|
No |
unaffiliated ETPs. |
|
|
|
|
|
|
Fixed Income/Bonds |
|
|
|
|
|
|
US Treasury |
|
No |
|
No |
|
No |
Certificates of Deposit |
|
No |
|
No |
|
No |
Money Market Funds |
|
No |
|
No |
|
No |
Municipal Bond |
|
Yes |
|
Yes |
|
Yes |
Corporate Bond |
|
Yes |
|
Yes |
|
Yes |
Exchange-Traded Products (i.e., ETFs, ETCs and ETNs) |
|
|
|
|
|
|
Affiliated ETPs |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated ETPs with a limited number of underlying |
|
Yes |
|
Yes |
|
Yes |
securities (20 or less) that include Covered Securities |
|
|
|
|||
|
|
|
|
|
|
|
Unaffiliated ETPs that mirror one equity or have a heavy |
|
|
|
|
|
|
weighting in one equity (heavy weighting: 25% in an |
|
Yes |
|
Yes |
|
Yes |
individual issuer) |
|
|
|
|
|
|
|
|
|
|
|
18 |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
All other unaffiliated broad-based ETPs |
|
No |
|
Yes |
|
No |
Invesco Ltd. Stock |
|
|
|
|
|
|
Open market |
|
Yes |
|
Yes |
|
Yes |
Derivatives on Invesco Ltd. Stock |
|
Prohibited |
|
Prohibited |
|
N/A |
Employee Share Purchase Plan Participation |
|
No |
|
No |
|
No |
Employee Share Purchase Plan Vested-Sale |
|
Yes |
|
Yes |
|
No |
Stock grants awarded (LTA) |
|
No |
|
No |
|
No |
Stock grants vestedsale (LTA) |
|
Yes |
|
Yes |
|
No |
Long-Term Fund Awards (LTF) |
|
|
|
|
|
|
Invesco Mutual Fund grants awarded |
|
No |
|
No |
|
No |
Limited Offerings
Covered Persons may not engage in a Limited Offering without first: (a) giving the Global Ethics Office a detailed written notification describing the transaction and indicating whether or not they will receive compensation; and (b) obtaining prior written permission from the Global Ethics Office.
19
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
CODE OF ETHICS AND PERSONAL TRADING POLICY
FOR NORTH AMERICA
Applicable To |
|
• All Covered Persons (as defined below) |
|
|
|
• All entities listed on Exhibit A (collectively, "Invesco NA") |
|
Departments Impacted |
|
Global Ethics Office |
|
Risk Addressed by |
|
|
Clients are harmed because of a Covered Person's conflict of interest, violation of fiduciary |
Policy |
|
duties or fraudulent/deceptive personal trading activities. |
|
Relevant Law & Related |
|
• Rule 17j-1 under the Investment Company Act ("Rule 17j-1") |
|
Resources |
|
• Rule 204A-1 under the Investment Advisers Act ("Rule 204A-1") |
|
|
|
• Ontario Securities Commission: National Instrument 31-103 Registration Requirements, |
|
|
|
|
Exemptions and Ongoing Registrant Obligations ("NI 31-103") |
Approved By |
|
|
• Invesco Mutual Funds Board: March 2020 |
|
|
• Invesco ETF Board: March 2020 |
|
|
|
• Invesco Canada Limited ("ICL") Board: December 2019 |
|
Effective Date |
|
|
March 2020 |
I.BACKGROUND.
This Code of Ethics and Personal Trading Policy for North America (the "Code") requires that Covered Persons (as defined below) adhere to high standards of ethical conduct and act with integrity in accordance with their fiduciary duties. The Code is intended to comply with the requirements of Rule 204A-1, Rule 17j-1 and NI 31- 103.
Rule 204A-1 and Rule 17j-1 require, among other things, the adoption and enforcement of a written code of ethics that:
•sets forth required standards of business conduct and reflects the fiduciary duty owed to clients;
•requires employees to conduct themselves in compliance with applicable laws and regulations;
•prohibits conduct that constitutes fraud, deceit or any other manipulative practice with respect to a client; and
•establishes policies and procedures that:
•are reasonably designed to detect and prevent activities which are or could be perceived as violating a fiduciary duty, breaching confidentiality obligations or creating a conflict of interest;
•prohibit the misuse of Material Non-public Information; and
•address conflicts of interest arising from personal trading activities.
NI 31-103 requires registrants to establish, maintain and apply policies and procedures that establish a system of controls to comply with securities legislation,
1
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
including, but not limited to, the management of conflicts of interest matters, which may include personal trading activities.
II.STANDARDS OF BUSINESS CONDUCT AND FIDUCIARY DUTIES.
Each Invesco NA Adviser has a fiduciary relationship with respect to each of their Client Accounts. As such, Invesco NA and Covered Persons shall:
•place the interests of clients ahead of their personal interests (or, in the case of Independent Directors/Trustees, the funds they oversee);
•conduct their personal trading in a manner consistent with this Code and other applicable policies to avoid any actual or potential conflicts of interest, or any abuse of position of trust and responsibility;
•comply with applicable rules and regulations; and
•keep all MNPI (as defined below) confidential.
Invesco NA and all Covered Persons are prohibited from:
•profiting personally by using MNPI and disclosing MNPI to any person (except as may be permitted by law or in accordance with applicable policies);
•employing any device, scheme or artifice to defraud any Client Account;
•making an untrue statement of a material fact or omitting to state a material fact to a client that, in light of the circumstances under which they are made, are necessary to make the statement non-misleading;
•engaging in any act, practice or course of business that operates or would operate as a fraud or deceit to a Client Account; or
•engaging in any manipulative practice with respect to a Client Account or securities (including price manipulation).
Invesco NA maintains other compliance policies that may be directly applicable to a Covered Person's specific responsibilities and duties and that address additional standard of conducts for employees. These policies are available on the Invesco Ltd. intranet site and include, but are not limited to:
• Global Code of Conduct |
• Activities Outside of Invesco (US Covered Persons) |
• Global Insider Trading |
• Outside Activities (ICL Covered Persons) |
• Global Fraud Escalation |
• Global Gifts and Entertainment |
• Global Political Contributions |
|
III.DEFINITIONS.
2
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Beneficial Interest" or "Beneficial Ownership" means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share at any time in any economic interest or profit derived from ownership of, or a transaction in, a Covered Security.
A Covered Person is deemed to have a Beneficial Interest or Ownership in any:
•Covered Security held in an account registered in the name of the Covered Person or jointly with others (e.g., joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations). For purposes of this definition, controlling means the power to exercise influence over the management or policies of a company, unless such power is solely the result of an official position with the company;
•Covered Security held in an account registered in the name of a Covered Person's Immediate Family Member, friend or any other third-party for which the Covered Person: (i) acts as trustee, executor, or guardian or provides investment or any other advice; or (ii) has any form of discretion or authority; and
•interest(s) held by the Covered Person in a general or limited partnership or limited liability company.
For questions relating to whether they have Beneficial Interest in a Covered Security: (i) Covered Persons (excluding Independent Directors/Trustees) shall contact the Global Ethics Office; and (ii) Independent Directors/Trustees shall contact the applicable Chief Compliance Officer.
"Client Account" means an Invesco Fund (with respect to Covered Persons other than Independent Directors/Trustees), a separately managed account, a personal trust or estate, an employee benefit trust or any other account for which an Invesco NA Adviser provides investment advisory or sub-advisory services. For Independent Directors/Trustees, "Client Account" shall mean the Invesco funds they oversee.
"Compliance Reporting System"means any third party, web-based application utilized by Covered Persons (excluding Independent Directors/Trustees) for personal trading reporting, as required under this Code (e.g., Star Compliance).
"Covered Account" means any account that holds or may hold a Covered Security, such as any:
•account in the Covered Person's name;
•joint or tenant-in-common account in which the Covered Person has an interest or is a participant;
•account for which a Covered Person acts as trustee, executor or custodian; and
3
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•account over which a Covered Person has investment discretion or has the power (whether or not exercised) to direct the acquisition or disposition of Covered Securities (other than a Client Account that the Covered Person manages or over which they have investment discretion). It is presumed that a Covered Person can control accounts held by Immediate Family Members.
"Covered Person"means:
•an Employee;
•any director or officer, or full-time or part-time Employee of an Invesco Ltd. Affiliate who is located in North America and is not otherwise subject to another Invesco Ltd. Affiliate's code of ethics;
•any Independent Director/Trustee;
•any individual who is not an Employee, but who is conducting business on behalf of an Invesco Ltd. Affiliate and has access to the firm's internal network systems;
•any person meeting the definition of "Access Person," as defined in Rule 17j-1 or Rule 204A-1; or
•anyone who, in the discretion of the Global Ethics Office, is deemed to be a Covered Person subject to the requirements of this Code.
"Covered Security" means, unless otherwise exempt from the definition as set forth below:
• generally any: (i) investment, instrument, asset or holding (whether publicly or privately traded);
(ii) Exchange Traded Product (as defined below); (iii) closed-end fund; and (iv) option, future, forward contract, listed depositary receipt (e.g., American Depositary Receipt, American Depositary Share, Global Depositary Receipt) or other obligation involving securities, a commodity, or an index thereof (including an instrument whose value is derived or based on any of the above (a "derivative"));
•any Invesco Fund;
•any security or instrument that can be traded by an Invesco Ltd. Affiliate on behalf of a client; and
•any instrument that is convertible or exchangeable into a Covered Security or which confers a right to purchase a Covered Security.
The following securities are exempt from the definition of "Covered Security:"
•direct obligations of the U.S. government or Canadian government, or their respective agencies, instrumentalities and government-sponsored enterprises;
•bankers' acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments (including repurchase agreements);
4
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•shares of unaffiliated open-end mutual funds (including shares of a money market fund or shares of a unit investment trust that invests exclusively in open-end mutual funds);
•any unit investment trust (including those advised or sub-advised by an Invesco NA Adviser). Notwithstanding the foregoing, any shares of any series of the Invesco QQQ Trust or the BLDRS Index Fund Trust shall be considered a Covered Security;
•principal-protected or linked-note investment products;
•certain qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986, as amended ("529 Plans"); or
•physical commodities (including foreign currencies).
"Delegated Discretionary Account" means an account for which a Covered Person has written evidence that decision-making authority has been completely relinquished to a professional money manager who is not an Immediate Family Member or not otherwise subject to this Code and over which the Covered Person has no direct or indirect influence or control. Notwithstanding the foregoing, the Covered Person shall be permitted to establish overall investment objectives and investment guidelines for the manager, such as indicating industries or types of securities in which the Covered Person wishes to invest.
"Designated Broker List" means the list of financial institutions where a Covered Person (excluding Independent Directors/Trustees) may maintain a Covered Account.
"Employee" means an individual who serves as a director or officer of an Invesco NA entity or who is employed on a full-time or part-time basis by an Invesco NA entity or subsidiary thereof. For purposes of this Code, the term Employee also includes the Employee's Immediate Family Members.
"Exchange Traded Product" or "ETP" means a security traded on an exchange that tracks an underlying security, index or financial instrument. The term "ETP" includes, among other things, exchange traded funds ("ETFs"), exchange-traded notes ("ETNs") and exchange-traded commodities ("ETCs"), but excludes actively managed ETFs.
"Global Ethics Office"means the team within Compliance that is responsible for monitoring conflicts in connection with employee personal trading, political contributions, outside business activities and gifts and entertainment.
"Immediate Family Member"means a Covered Person's spouse (including a domestic partner or other equivalent), child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in- law or sister-in law who share the Covered Person's household. For questions relating to whether a family member is or should be excluded from this definition: (i) Covered Persons shall contact the Global
5
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Ethics Office; and (ii) Independent Director/Trustee's shall contact the applicable Chief Compliance Officer.
"Independent Director/Trustee" means any; (i) director or trustee of an Invesco Mutual Fund who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund;
(ii)director or trustee of an Invesco ETF who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETF; or (iii) director or trustee of any Invesco Canada Fund or member of the Invesco Canada Funds Advisory Board who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA's day-to-day activities beyond the scope of his or her duties as director/trustee.
"Initial Public Offering" or "IPO" means: (i) any Covered Security which is being offered for the first time on a recognized stock exchange; or (ii) an offering of securities registered under the Securities Act, the issuer of which immediately before such registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended or foreign regulatory equivalents thereof.
"Invesco Canada Funds"means the Invesco Funds domiciled in Canada.
"Invesco ETFs" means the series of exchange traded funds advised by Invesco Capital Management, LLC and registered under the Investment Company Act.
"Invesco Fund" means any pooled investment vehicle or other proprietary investment product advised or sub- advised by an Invesco Ltd. Affiliate. The term Invesco Fund includes Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds.
"Invesco Ltd." means the company whose shares are publicly traded on the New York Stock Exchange with the ticker symbol "IVZ." Invesco Ltd. is the parent company of the Invesco Ltd. Affiliates.
"Invesco Ltd. Affiliate" means any direct or indirect subsidiary of Invesco Ltd.
"Invesco Mutual Funds" means the family of open-end and closed-end investment companies advised by Invesco Advisers, Inc. and registered under the Investment Company Act.
"Invesco NA" means, collectively, the entities set forth in Exhibit A.
"Invesco NA Adviser" means, collectively, the SEC registered investment advisers set forth in Exhibit A.
"Investment Advisers Act" means the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations adopted thereunder.
6
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Investment Company Act" means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder.
"Investment Person" generally means a Covered Person (excluding any Independent Director/Trustee) who:
•as part of his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities in a Client Account (e.g., portfolio managers, securities analyst or traders); or
•works directly with or is in the same department/investment team as a portfolio manager and is likely to be exposed to sensitive information relating to those Client Accounts for which the portfolio manager has responsibility (including those who serve an administrative function).
"Limited Offering" means an offering of securities that is not part of a registered offering under Section 5 of the Securities Act, including but not limited to those offered pursuant to Section 4(a)(2), 4(a)(5) and 4(a)(6) (e.g., private placements, private funds and hedge funds).
"MNPI" or "Material Non-public Information" means information not known to the public that may, if disclosed, have a significant impact on the price of a financial instrument and that a reasonable investor would likely consider relevant or important when making an investment decision.
"Restricted List" means the list of issuers for which Covered Persons or an Invesco NA entity may be in possession of MNPI.
"Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations adopted thereunder.
IV. PERSONAL TRADING REQUIREMENTS.
1.Covered Account Requirements for Covered Persons (excluding Independent Directors/Trustees).
•Covered Accounts Maintained in the U.S. or India shall be maintained:
•with a financial institution on the Designated Broker List (which may be accessed via the Compliance Reporting System);
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer; or
•for U.S. only, with any full-service broker dealer.
•Open-End Invesco Mutual Funds shall be held:
7
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•in an account maintained with a financial institution on the Designated Broker List;
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer;
•in the Covered Person's Invesco 401(k) or Invesco CollegeBound 529 plan; or
•directly with the open-end Invesco Mutual Funds' transfer agent.
•Delegated Discretionary Accounts may be established as long as such account is approved by the Global Ethics Office before being established and such Covered Person provides a copy of the managed account agreement and other required information to the Global Ethics Office.
2.Trade Confirmations and Duplicate Statements for Covered Persons (excluding Independent Directors/Trustees).
Covered Persons shall provide duplicate trade confirmations and account statements for their Covered Accounts to the Global Ethics Office or applicable Compliance team.
•Covered Accounts maintained with a financial institution on the Designated Broker List or with a full- service broker dealer: Such financial institutions are required to submit the statements electronically.
•All other Covered Accounts: Covered Persons shall direct their financial institution to submit statements electronically to the Global Ethics Office. In the event electronic submission is not an option, Covered Persons shall be personally responsible for submitting statements. The statements shall be provided in a timely manner, but no later than 15 days following a trade or the receipt of a periodic statement.
3.Pre-Clearance of Personal Trades.
Covered Persons (excluding Independent Directors/Trustees): Except as noted below, Covered Persons shall pre-clear all Covered Securities transactions in Covered Accounts via the Compliance Reporting System. For Covered Accounts in which a Covered Person has a beneficial interest but does not exercise control, trade requests shall be submitted either through the Covered Person or by contacting the Global Ethics Office. The Global Ethics Office shall provide the Covered Person with a notification of a decision regarding the trade request. Covered Persons are prohibited from executing a trade in a Covered Account until they are
notified by the Global Ethics Office that the trade has been approved. Good until cancelled orders are prohibited.
8
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Approval remains in effect until the end of the business day on which it was granted, unless approval is granted after the close of the trading day (e.g., trading on a foreign market or bond exchange). In that circumstance, approval shall be valid until the close of the market on the following trading day. Covered Persons shall be required to re-submit for approval any trades that are not executed within these time constraints.
•Pre-Clearance of Limited Offerings. Covered Persons shall provide written notification to, and receive approval from, the Global Ethics Office prior to investing in a Limited Offering. The written notification shall include a detailed description of the Limited Offering and such Covered Person may be required to provide other relevant documentation describing the investment (e.g., offering memorandum or private placement memorandum). This process shall not be required for a Limited Offering offered by an Invesco Ltd. Affiliate directly to any Covered Person as such Limited Offerings shall be considered de-facto pre- approved and pre-cleared.
•Exemptions from Pre-Clearance. Purchases or sales of the following are exempt from the pre-clearance requirement:
•Covered Securities in a Delegated Discretionary Account;
•Invesco Funds (excluding closed-end Invesco Mutual Funds and Invesco ETFs);
•broad-based unaffiliated ETPs;
•currencies and commodities;
•derivatives of an index of securities, currencies or commodities; and
•securities held for Employees or an Employee's Immediate Family Members in Invesco CollegeBound 529 Plans, Invesco Core U.S. 401(k) Plans (excluding elections in the personal choice retirement account) and registered group retirement savings plans offered by an Invesco Ltd. Affiliate.
Shares purchased through an employee share purchase plan or shares acquired under an equity awards program are also exempt from pre-clearance.
Independent Directors/Trustees on the Invesco Mutual Funds Board shall comply with any pre-clearance requirements for transactions involving Invesco Mutual Funds that are closed-end funds, pursuant to the Independent Director/Trustee policies and guidelines.
Independent Directors/Trustees on the Invesco ETFs and Invesco Canada Funds Board shall not be subject to any pre-clearance requirements.
9
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
4.Trading Restrictions/Prohibitions.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board).
•Blackout Period. Covered Persons are prohibited from trading any Covered Security in a personal account on a day during which a Client Account has a pending "buy" or "sell" order in the same Covered Security.
In addition:
•Investment Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading within three trading days before and three trading days after such Client Account transaction; and
•All other Covered Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading in the same Covered Security within two trading days after such Client Account transaction.
The blackout period restrictions shall not apply to purchases and sales of a Covered Security that comply with certain specifications (e.g., large market capitalization) as may be determined from time to time by the Global Ethics Office.
•Other Prohibitions. Covered Persons shall be prohibited from:
•trading a Covered Security of an issuer on the applicable Restricted List(s);
•purchasing a Covered Security in an IPO or secondary offering;
•participating in an investment club;
•excessive short-term trading of any open-end Invesco Mutual Fund (excluding money market funds) and/or cash-in-lieu Invesco ETF pursuant to the various limitations outlined in the respective prospectus or other fund disclosure documents;
•engaging in personal trading in Covered Securities that is excessive or that compromises Invesco NA's fiduciary duty to Client Accounts, as determined by the Global Ethics Office in its discretion; and
•for Investment Personnel, effecting short sales of a Covered Security in a Covered Account if a Client Account for which the Investment Person has investment management responsibility has a long position in such Covered Security.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Short-Term Trading Restriction for all Covered Persons (including Independent Directors/Trustees).
•Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board) shall not profit from the purchase and sale, or the sale and purchase, of a Covered Security (or a short sale and cover of the same Covered Security) within 60 calendar days of the trade date of the same Covered Security. Transactions in Invesco Canada Funds are subject to the short-term trading requirements outlined in the applicable prospectus.
This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). Transactions in unaffiliated ETPs, currencies, commodities and derivatives (e.g., options and futures) based on an index of securities, currencies and commodities are exempt from the 60-day holding period. This exemption shall not apply to derivatives of individual securities.
If a Covered Security is traded within the applicable holding period, the full amount of any profit from the trade, which has not been adjusted to account for applicable taxes or related fees, shall be disgorged to a charity of Invesco Ltd.'s choice.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall only be subject to the short- term trading restrictions described above with respect to Invesco Mutual Funds that are closed end funds.
•Independent Directors/Trustees on the Invesco ETF Board shall not be subject to the short-term trading restrictions described above.
5.Special Requirements for Transactions in Invesco Ltd. Stock.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Transactions in Invesco Ltd. stock are subject to the pre-clearance and reporting requirements set forth above. Covered Persons are prohibited from engaging in transactions in publicly traded options such as puts, calls and other derivative securities relating to Invesco Ltd.'s securities, on an exchange or any other organized market. Covered Persons should refer to the Global Insider Trading policy whenever they wish to transact in Invesco Ltd. securities in a Covered Account.
Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Independent Directors/Trustees shall refrain from beneficially owning Invesco Ltd. stock.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
6.Covered Person Reporting and Periodic Certifications.
Covered Persons (excluding Independent Directors/Trustees).
•New Hire Requirements:
•Initial Report. Within 10 calendar days of becoming subject to the Code, each Covered Person shall be required to submit an Initial Holdings Report to the Global Ethics Office, regardless of whether the Covered Person has any Covered Securities to report. The report shall contain the following information, which must be current within 45 calendar days of becoming a Covered Person:
•a list of all Covered Securities including the name, the number of shares (for equity securities) or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the security identifier (CUSIP, symbol, etc.) for each Covered Security;
•a list of the Covered Person's Covered Accounts, which shall generally include the name of the financial institution with which the Covered Person maintains a Covered Account, the date the account was established and the account number; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Disclosure of Covered Accounts. Within 90 calendar days of becoming subject to the Code, Covered Persons shall be required to establish their Covered Accounts in accordance with the requirements set forth in "Covered Account Requirements."
•New Hire Certification. Within 30 calendar days of becoming subject to the Code, Covered Persons shall be required to review and certify to the Code via the Compliance Reporting System.
•Ongoing Requirements:
•New Covered Accounts. Covered Persons shall report a new Covered Account via the Compliance Reporting System within 30 calendar days of opening the account.
•Annual Holdings Report. At least annually, Covered Persons shall submit an Annual Holdings Report via the Compliance Reporting System and include the following information (which must be current within 45 calendar days of the date the report is submitted):
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•a list of all Covered Security holdings, including the Covered Security name, the number of shares (for equities); or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security;
•the Covered Security identifier (CUSIP, symbol, etc.);
•the name of the broker-dealer or bank with or through which a Covered Account is held;
•with respect to any non-public Covered Security owned by the Covered Person, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Annual/Ad-Hoc Certification. At least annually, Covered Persons shall certify via the Compliance Reporting System that they have read, understand and complied with the Code. Such certification shall also be required within 30 calendar days following any material changes to the Code.
Attached as Exhibit B is an Overview of Personal Trading Requirements that provides a summary of certain requirements set forth under this Code applicable to Covered Persons (excluding Independent Directors/Trustees). The Overview is not meant to serve as a replacement for reading the Code.
All Covered Persons (including Independent Directors/Trustees):
Quarterly Transaction Report.
•Covered Persons (excluding Independent Directors/Trustees) shall complete a Quarterly Transaction Report via the Compliance Reporting System within 30 calendar days after each quarter end, whether or not they executed transactions during the quarter.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco Mutual Fund purchased or sold the Covered Security; or (ii) an Invesco Mutual Fund, Invesco Advisers, Inc. or any sub-adviser to such Invesco Mutual Fund considered purchasing or selling the Covered Security.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•Independent Directors/Trustees on the Invesco ETF Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco ETF purchased or sold the Covered Security; or (ii) an Invesco ETF, Invesco Capital Management, LLC or any sub-adviser to such Invesco ETF considered purchasing or selling the Covered Security.
•Independent Directors/Trustees on the Invesco Canada Funds Board are not subject to the Quarterly Transaction Report requirements.
Independent Directors/Trustees subject to the above reporting requirement shall request the Quarterly Transaction Report from and submit the completed report to the applicable Chief Compliance Officer.
The Quarterly Transaction Report shall include the following information:
•the date of all transactions in that quarter, the Covered Security name, the number of shares (for equity securities), or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the nature of the transaction (buy, sell, etc.);
•the Covered Security identifier (CUSIP, symbol, etc.);
•the price of the Covered Security at which the transaction was executed;
•the name of the broker-dealer or bank executing the transaction; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office or by the Independent Directors/Trustees to the applicable Chief Compliance Officer.
The Quarterly Transaction Report can exclude the following information:
•transactions in a Limited Offering that has been previously disclosed to, and approved by, the Global Ethics Office;
•transactions in an automatic investment plan/pre-authorized chequing plan/dividend reinvestment plan/payroll deduction or made on behalf of an Employee in the ICL Sponsored GWL Group Retirement Savings Plan;
•transactions executed in a Delegated Discretionary Account;
•transactions executed in Covered Securities that are either:
•directly with an affiliated transfer agent; or
•in the Covered Person's registered group retirement savings plan (including transactions made on behalf of the Covered Person in the
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
ICL sponsored GWL Group Retirement Savings Plan) or Invesco Core US 401(k) Plan.
VI. VIOLATIONS AND SANCTIONS.
Covered Persons (excluding Independent Directors/Trustees) shall report violations and potential violations of this Code to the Global Ethics Office. Independent Directors/Trustees may report violations and potential violations to the applicable CCO (or his or her delegate).
Violations and potential violations of the Code are investigated by the Global Ethics Office.
For all Covered Persons (excluding Independent Directors/Trustees): If a determination is made that a Covered Person has violated the Code, a sanction may be imposed. Sanctions vary based on the severity of the violation
(s)and include, but are not limited to:
•a letter of education;
•reversal of trades processed in violation of the Code;
•suspension, demotion or change in Covered Person responsibilities;
•termination of employment;
•prohibition of personal trading abilities;
•disgorgement of profits earned in the Code violation;
•referral to civil or criminal authorities, where appropriate; or
•any other sanction, as may be determined by the Global Ethics Office, CCO and/or applicable governance committee.
The Global Ethics Office maintains internal procedures regarding the violation investigation, sanction determination and sanction enforcement process.
In mitigating or eliminating certain conflicts of interest that arise in connection with a Covered Person's personal trading, a Covered Person may be required to sell a Covered Security that was previously approved. In the event the sale results in a loss, the Covered Person will not be entitled to reimbursement for such loss. In the event of a gain, the Covered Person may be required to disgorge any profit.
VII. CODE ADMINISTRATION.
In general, the Global Ethics Office shall be responsible for the administration and oversight of the Code and shall be responsible for:
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•providing Covered Persons with the Code and ensuring that Covered Persons submit the required certifications and reports required under the Code;
•reviewing the personal trading activities of Covered Persons to identify potential or actual violations of the Code and promptly investigating such matters to resolve and make the appropriate remediations, if needed; and
•promptly reporting any violations of the Code in writing to the applicable CCO.
In very limited circumstances, certain exceptions to any provision of the Code may be granted on a case by case basis by the applicable CCO or his or her delegate. Such exceptions shall be documented in writing by the Global Ethics Office.
Any questions regarding this Code should be directed to the Global Ethics Office, which may be contacted using the Global Ethics Office support portal via the intranet or via 1.877.331.CODE [2633].
VIII. REPORTING.
ICL Boards/Committees. At least quarterly, the CCO shall inform the Invesco Canada Funds Independent Review Committee of violations, sanctions imposed, material changes and any other information as may be requested from time to time relating to the Code and for the relevant review period.
Invesco Mutual Funds Board and Invesco ETF Board.
•Quarterly: At least quarterly, each applicable CCO shall furnish a written report to the applicable Board regarding material violations of the Code by Covered Persons.
•Annually: No less frequently than annually, each applicable CCO shall furnish a written report to the applicable Board that describes significant issues arising under the Code since the last report to the Board, including information about material violations of the Code and sanctions imposed in response to material violations. The CCO shall certify that the applicable NA Adviser to the Invesco Mutual Funds and Invesco ETFs has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. At this time, the Board shall also review the current Code.
•Material Changes to Code. The applicable Committee/Boards mentioned in section VIII of this Code shall approve any material changes made to the Code either prior to implementing such change or no later than six months after the change is implemented.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT A
The Code of Ethics and Personal Trading Policy for North America shall apply to the following entities (collectively referred to as "Invesco NA"):
SEC registered investment advisers (referred to individually and collectively in the Code as "Invesco NA Adviser")
•HarbourView Asset Management Corporation
•Invesco Advisers, Inc.
•Invesco Canada Ltd.
•Invesco Capital Management LLC
•Invesco Managed Accounts, LLC
•Invesco Private Capital, Inc.
•Invesco Senior Secured Management, Inc.
•Jemstep, Inc.
•OC Private Capital, LLC
•OFI Private Investments Inc
•OppenheimerFunds, Inc.
•WL Ross & Co, LLC
SEC and FINRA registered broker-dealers
•Invesco Capital Markets, Inc.
•Invesco Distributors, Inc.
•OppenheimerFunds Distributor, Inc.
Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds (as defined in the Code)
Unit investment trusts sponsored by an Invesco NA Adviser
SEC registered transfer agent: Invesco Investment Services, Inc.
Texas chartered trust company: Invesco Trust Company
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT B
OVERVIEW OF PERSONAL TRADING REQUIREMENTS
Below are some, but not all, of the common investment instruments and key actions
required of Covered Persons (excluding Independent Directors/Trustees) under the Code.
Security Type |
Pre-Clearance |
Reporting |
|
60-Day Profit |
||
|
|
|
|
|
|
Limit Restriction |
Funds |
|
|
|
|
|
|
Invesco Mutual Funds |
|
No |
|
Yes |
|
Yes |
Invesco Canada Funds |
|
|
|
|
|
Subject to |
|
|
No |
|
Yes |
|
prospectus |
|
|
|
|
|
|
requirements |
Invesco QQQ Trust or the BLDRS Index Fund Trust |
|
Yes |
|
Yes |
|
Yes |
Closed-end funds (both affiliated and unaffiliated) |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated open-end mutual funds |
|
No |
|
No |
|
No |
Equities |
|
|
|
|
|
|
Common Stocks |
|
Yes |
|
Yes |
|
Yes |
Equity Initial Public Offerings (IPOs) |
|
Prohibited |
|
Prohibited |
|
N/A |
Preferred Stock |
|
Yes |
|
Yes |
|
Yes |
Derivatives |
|
|
|
|
|
|
Futures, Swaps and Options based on individual |
|
|
|
|
|
|
securities, affiliated ETPs, or heavily-weighted |
|
Yes |
|
Yes |
|
Yes |
unaffiliated ETPs |
|
|
|
|
|
|
Futures, Swaps and Options based on an index of |
|
|
|
|
|
|
securities, currencies, commodities, and broad-based |
|
No |
|
Yes |
|
No |
unaffiliated ETPs. |
|
|
|
|
|
|
Fixed Income/Bonds |
|
|
|
|
|
|
US Treasury |
|
No |
|
No |
|
No |
Certificates of Deposit |
|
No |
|
No |
|
No |
Money Market Funds |
|
No |
|
No |
|
No |
Municipal Bond |
|
Yes |
|
Yes |
|
Yes |
Corporate Bond |
|
Yes |
|
Yes |
|
Yes |
Exchange-Traded Products (i.e., ETFs, ETCs and ETNs) |
|
|
|
|
|
|
Affiliated ETPs |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated ETPs with a limited number of underlying |
|
Yes |
|
Yes |
|
Yes |
securities (20 or less) that include Covered Securities |
|
|
|
|||
|
|
|
|
|
|
|
Unaffiliated ETPs that mirror one equity or have a heavy |
|
|
|
|
|
|
weighting in one equity (heavy weighting: 25% in an |
|
Yes |
|
Yes |
|
Yes |
individual issuer) |
|
|
|
|
|
|
|
|
|
|
|
18 |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
All other unaffiliated broad-based ETPs |
|
No |
|
Yes |
|
No |
Invesco Ltd. Stock |
|
|
|
|
|
|
Open market |
|
Yes |
|
Yes |
|
Yes |
Derivatives on Invesco Ltd. Stock |
|
Prohibited |
|
Prohibited |
|
N/A |
Employee Share Purchase Plan Participation |
|
No |
|
No |
|
No |
Employee Share Purchase Plan Vested-Sale |
|
Yes |
|
Yes |
|
No |
Stock grants awarded (LTA) |
|
No |
|
No |
|
No |
Stock grants vestedsale (LTA) |
|
Yes |
|
Yes |
|
No |
Long-Term Fund Awards (LTF) |
|
|
|
|
|
|
Invesco Mutual Fund grants awarded |
|
No |
|
No |
|
No |
Limited Offerings
Covered Persons may not engage in a Limited Offering without first: (a) giving the Global Ethics Office a detailed written notification describing the transaction and indicating whether or not they will receive compensation; and (b) obtaining prior written permission from the Global Ethics Office.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
CODE OF ETHICS AND PERSONAL TRADING POLICY
FOR NORTH AMERICA
Applicable To |
|
• All Covered Persons (as defined below) |
|
|
|
• All entities listed on Exhibit A (collectively, "Invesco NA") |
|
Departments Impacted |
|
Global Ethics Office |
|
Risk Addressed by |
|
|
Clients are harmed because of a Covered Person's conflict of interest, violation of fiduciary |
Policy |
|
duties or fraudulent/deceptive personal trading activities. |
|
Relevant Law & Related |
|
• Rule 17j-1 under the Investment Company Act ("Rule 17j-1") |
|
Resources |
|
• Rule 204A-1 under the Investment Advisers Act ("Rule 204A-1") |
|
|
|
• Ontario Securities Commission: National Instrument 31-103 Registration Requirements, |
|
|
|
|
Exemptions and Ongoing Registrant Obligations ("NI 31-103") |
Approved By |
|
|
• Invesco Mutual Funds Board: March 2020 |
|
|
• Invesco ETF Board: March 2020 |
|
|
|
• Invesco Canada Limited ("ICL") Board: December 2019 |
|
Effective Date |
|
|
March 2020 |
I.BACKGROUND.
This Code of Ethics and Personal Trading Policy for North America (the "Code") requires that Covered Persons (as defined below) adhere to high standards of ethical conduct and act with integrity in accordance with their fiduciary duties. The Code is intended to comply with the requirements of Rule 204A-1, Rule 17j-1 and NI 31- 103.
Rule 204A-1 and Rule 17j-1 require, among other things, the adoption and enforcement of a written code of ethics that:
•sets forth required standards of business conduct and reflects the fiduciary duty owed to clients;
•requires employees to conduct themselves in compliance with applicable laws and regulations;
•prohibits conduct that constitutes fraud, deceit or any other manipulative practice with respect to a client; and
•establishes policies and procedures that:
•are reasonably designed to detect and prevent activities which are or could be perceived as violating a fiduciary duty, breaching confidentiality obligations or creating a conflict of interest;
•prohibit the misuse of Material Non-public Information; and
•address conflicts of interest arising from personal trading activities.
NI 31-103 requires registrants to establish, maintain and apply policies and procedures that establish a system of controls to comply with securities legislation,
1
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
including, but not limited to, the management of conflicts of interest matters, which may include personal trading activities.
II.STANDARDS OF BUSINESS CONDUCT AND FIDUCIARY DUTIES.
Each Invesco NA Adviser has a fiduciary relationship with respect to each of their Client Accounts. As such, Invesco NA and Covered Persons shall:
•place the interests of clients ahead of their personal interests (or, in the case of Independent Directors/Trustees, the funds they oversee);
•conduct their personal trading in a manner consistent with this Code and other applicable policies to avoid any actual or potential conflicts of interest, or any abuse of position of trust and responsibility;
•comply with applicable rules and regulations; and
•keep all MNPI (as defined below) confidential.
Invesco NA and all Covered Persons are prohibited from:
•profiting personally by using MNPI and disclosing MNPI to any person (except as may be permitted by law or in accordance with applicable policies);
•employing any device, scheme or artifice to defraud any Client Account;
•making an untrue statement of a material fact or omitting to state a material fact to a client that, in light of the circumstances under which they are made, are necessary to make the statement non-misleading;
•engaging in any act, practice or course of business that operates or would operate as a fraud or deceit to a Client Account; or
•engaging in any manipulative practice with respect to a Client Account or securities (including price manipulation).
Invesco NA maintains other compliance policies that may be directly applicable to a Covered Person's specific responsibilities and duties and that address additional standard of conducts for employees. These policies are available on the Invesco Ltd. intranet site and include, but are not limited to:
• Global Code of Conduct |
• Activities Outside of Invesco (US Covered Persons) |
• Global Insider Trading |
• Outside Activities (ICL Covered Persons) |
• Global Fraud Escalation |
• Global Gifts and Entertainment |
• Global Political Contributions |
|
III.DEFINITIONS.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Beneficial Interest" or "Beneficial Ownership" means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share at any time in any economic interest or profit derived from ownership of, or a transaction in, a Covered Security.
A Covered Person is deemed to have a Beneficial Interest or Ownership in any:
•Covered Security held in an account registered in the name of the Covered Person or jointly with others (e.g., joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations). For purposes of this definition, controlling means the power to exercise influence over the management or policies of a company, unless such power is solely the result of an official position with the company;
•Covered Security held in an account registered in the name of a Covered Person's Immediate Family Member, friend or any other third-party for which the Covered Person: (i) acts as trustee, executor, or guardian or provides investment or any other advice; or (ii) has any form of discretion or authority; and
•interest(s) held by the Covered Person in a general or limited partnership or limited liability company.
For questions relating to whether they have Beneficial Interest in a Covered Security: (i) Covered Persons (excluding Independent Directors/Trustees) shall contact the Global Ethics Office; and (ii) Independent Directors/Trustees shall contact the applicable Chief Compliance Officer.
"Client Account" means an Invesco Fund (with respect to Covered Persons other than Independent Directors/Trustees), a separately managed account, a personal trust or estate, an employee benefit trust or any other account for which an Invesco NA Adviser provides investment advisory or sub-advisory services. For Independent Directors/Trustees, "Client Account" shall mean the Invesco funds they oversee.
"Compliance Reporting System"means any third party, web-based application utilized by Covered Persons (excluding Independent Directors/Trustees) for personal trading reporting, as required under this Code (e.g., Star Compliance).
"Covered Account" means any account that holds or may hold a Covered Security, such as any:
•account in the Covered Person's name;
•joint or tenant-in-common account in which the Covered Person has an interest or is a participant;
•account for which a Covered Person acts as trustee, executor or custodian; and
3
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•account over which a Covered Person has investment discretion or has the power (whether or not exercised) to direct the acquisition or disposition of Covered Securities (other than a Client Account that the Covered Person manages or over which they have investment discretion). It is presumed that a Covered Person can control accounts held by Immediate Family Members.
"Covered Person"means:
•an Employee;
•any director or officer, or full-time or part-time Employee of an Invesco Ltd. Affiliate who is located in North America and is not otherwise subject to another Invesco Ltd. Affiliate's code of ethics;
•any Independent Director/Trustee;
•any individual who is not an Employee, but who is conducting business on behalf of an Invesco Ltd. Affiliate and has access to the firm's internal network systems;
•any person meeting the definition of "Access Person," as defined in Rule 17j-1 or Rule 204A-1; or
•anyone who, in the discretion of the Global Ethics Office, is deemed to be a Covered Person subject to the requirements of this Code.
"Covered Security" means, unless otherwise exempt from the definition as set forth below:
• generally any: (i) investment, instrument, asset or holding (whether publicly or privately traded);
(ii) Exchange Traded Product (as defined below); (iii) closed-end fund; and (iv) option, future, forward contract, listed depositary receipt (e.g., American Depositary Receipt, American Depositary Share, Global Depositary Receipt) or other obligation involving securities, a commodity, or an index thereof (including an instrument whose value is derived or based on any of the above (a "derivative"));
•any Invesco Fund;
•any security or instrument that can be traded by an Invesco Ltd. Affiliate on behalf of a client; and
•any instrument that is convertible or exchangeable into a Covered Security or which confers a right to purchase a Covered Security.
The following securities are exempt from the definition of "Covered Security:"
•direct obligations of the U.S. government or Canadian government, or their respective agencies, instrumentalities and government-sponsored enterprises;
•bankers' acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments (including repurchase agreements);
4
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•shares of unaffiliated open-end mutual funds (including shares of a money market fund or shares of a unit investment trust that invests exclusively in open-end mutual funds);
•any unit investment trust (including those advised or sub-advised by an Invesco NA Adviser). Notwithstanding the foregoing, any shares of any series of the Invesco QQQ Trust or the BLDRS Index Fund Trust shall be considered a Covered Security;
•principal-protected or linked-note investment products;
•certain qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986, as amended ("529 Plans"); or
•physical commodities (including foreign currencies).
"Delegated Discretionary Account" means an account for which a Covered Person has written evidence that decision-making authority has been completely relinquished to a professional money manager who is not an Immediate Family Member or not otherwise subject to this Code and over which the Covered Person has no direct or indirect influence or control. Notwithstanding the foregoing, the Covered Person shall be permitted to establish overall investment objectives and investment guidelines for the manager, such as indicating industries or types of securities in which the Covered Person wishes to invest.
"Designated Broker List" means the list of financial institutions where a Covered Person (excluding Independent Directors/Trustees) may maintain a Covered Account.
"Employee" means an individual who serves as a director or officer of an Invesco NA entity or who is employed on a full-time or part-time basis by an Invesco NA entity or subsidiary thereof. For purposes of this Code, the term Employee also includes the Employee's Immediate Family Members.
"Exchange Traded Product" or "ETP" means a security traded on an exchange that tracks an underlying security, index or financial instrument. The term "ETP" includes, among other things, exchange traded funds ("ETFs"), exchange-traded notes ("ETNs") and exchange-traded commodities ("ETCs"), but excludes actively managed ETFs.
"Global Ethics Office"means the team within Compliance that is responsible for monitoring conflicts in connection with employee personal trading, political contributions, outside business activities and gifts and entertainment.
"Immediate Family Member"means a Covered Person's spouse (including a domestic partner or other equivalent), child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in- law or sister-in law who share the Covered Person's household. For questions relating to whether a family member is or should be excluded from this definition: (i) Covered Persons shall contact the Global
5
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Ethics Office; and (ii) Independent Director/Trustee's shall contact the applicable Chief Compliance Officer.
"Independent Director/Trustee" means any; (i) director or trustee of an Invesco Mutual Fund who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund;
(ii)director or trustee of an Invesco ETF who is not an "interested person" (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETF; or (iii) director or trustee of any Invesco Canada Fund or member of the Invesco Canada Funds Advisory Board who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA's day-to-day activities beyond the scope of his or her duties as director/trustee.
"Initial Public Offering" or "IPO" means: (i) any Covered Security which is being offered for the first time on a recognized stock exchange; or (ii) an offering of securities registered under the Securities Act, the issuer of which immediately before such registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended or foreign regulatory equivalents thereof.
"Invesco Canada Funds"means the Invesco Funds domiciled in Canada.
"Invesco ETFs" means the series of exchange traded funds advised by Invesco Capital Management, LLC and registered under the Investment Company Act.
"Invesco Fund" means any pooled investment vehicle or other proprietary investment product advised or sub- advised by an Invesco Ltd. Affiliate. The term Invesco Fund includes Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds.
"Invesco Ltd." means the company whose shares are publicly traded on the New York Stock Exchange with the ticker symbol "IVZ." Invesco Ltd. is the parent company of the Invesco Ltd. Affiliates.
"Invesco Ltd. Affiliate" means any direct or indirect subsidiary of Invesco Ltd.
"Invesco Mutual Funds" means the family of open-end and closed-end investment companies advised by Invesco Advisers, Inc. and registered under the Investment Company Act.
"Invesco NA" means, collectively, the entities set forth in Exhibit A.
"Invesco NA Adviser" means, collectively, the SEC registered investment advisers set forth in Exhibit A.
"Investment Advisers Act" means the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations adopted thereunder.
6
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
"Investment Company Act" means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations adopted thereunder.
"Investment Person" generally means a Covered Person (excluding any Independent Director/Trustee) who:
•as part of his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities in a Client Account (e.g., portfolio managers, securities analyst or traders); or
•works directly with or is in the same department/investment team as a portfolio manager and is likely to be exposed to sensitive information relating to those Client Accounts for which the portfolio manager has responsibility (including those who serve an administrative function).
"Limited Offering" means an offering of securities that is not part of a registered offering under Section 5 of the Securities Act, including but not limited to those offered pursuant to Section 4(a)(2), 4(a)(5) and 4(a)(6) (e.g., private placements, private funds and hedge funds).
"MNPI" or "Material Non-public Information" means information not known to the public that may, if disclosed, have a significant impact on the price of a financial instrument and that a reasonable investor would likely consider relevant or important when making an investment decision.
"Restricted List" means the list of issuers for which Covered Persons or an Invesco NA entity may be in possession of MNPI.
"Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations adopted thereunder.
IV. PERSONAL TRADING REQUIREMENTS.
1.Covered Account Requirements for Covered Persons (excluding Independent Directors/Trustees).
•Covered Accounts Maintained in the U.S. or India shall be maintained:
•with a financial institution on the Designated Broker List (which may be accessed via the Compliance Reporting System);
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer; or
•for U.S. only, with any full-service broker dealer.
•Open-End Invesco Mutual Funds shall be held:
7
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•in an account maintained with a financial institution on the Designated Broker List;
•in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer;
•in the Covered Person's Invesco 401(k) or Invesco CollegeBound 529 plan; or
•directly with the open-end Invesco Mutual Funds' transfer agent.
•Delegated Discretionary Accounts may be established as long as such account is approved by the Global Ethics Office before being established and such Covered Person provides a copy of the managed account agreement and other required information to the Global Ethics Office.
2.Trade Confirmations and Duplicate Statements for Covered Persons (excluding Independent Directors/Trustees).
Covered Persons shall provide duplicate trade confirmations and account statements for their Covered Accounts to the Global Ethics Office or applicable Compliance team.
•Covered Accounts maintained with a financial institution on the Designated Broker List or with a full- service broker dealer: Such financial institutions are required to submit the statements electronically.
•All other Covered Accounts: Covered Persons shall direct their financial institution to submit statements electronically to the Global Ethics Office. In the event electronic submission is not an option, Covered Persons shall be personally responsible for submitting statements. The statements shall be provided in a timely manner, but no later than 15 days following a trade or the receipt of a periodic statement.
3.Pre-Clearance of Personal Trades.
Covered Persons (excluding Independent Directors/Trustees): Except as noted below, Covered Persons shall pre-clear all Covered Securities transactions in Covered Accounts via the Compliance Reporting System. For Covered Accounts in which a Covered Person has a beneficial interest but does not exercise control, trade requests shall be submitted either through the Covered Person or by contacting the Global Ethics Office. The Global Ethics Office shall provide the Covered Person with a notification of a decision regarding the trade request. Covered Persons are prohibited from executing a trade in a Covered Account until they are
notified by the Global Ethics Office that the trade has been approved. Good until cancelled orders are prohibited.
8
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Approval remains in effect until the end of the business day on which it was granted, unless approval is granted after the close of the trading day (e.g., trading on a foreign market or bond exchange). In that circumstance, approval shall be valid until the close of the market on the following trading day. Covered Persons shall be required to re-submit for approval any trades that are not executed within these time constraints.
•Pre-Clearance of Limited Offerings. Covered Persons shall provide written notification to, and receive approval from, the Global Ethics Office prior to investing in a Limited Offering. The written notification shall include a detailed description of the Limited Offering and such Covered Person may be required to provide other relevant documentation describing the investment (e.g., offering memorandum or private placement memorandum). This process shall not be required for a Limited Offering offered by an Invesco Ltd. Affiliate directly to any Covered Person as such Limited Offerings shall be considered de-facto pre- approved and pre-cleared.
•Exemptions from Pre-Clearance. Purchases or sales of the following are exempt from the pre-clearance requirement:
•Covered Securities in a Delegated Discretionary Account;
•Invesco Funds (excluding closed-end Invesco Mutual Funds and Invesco ETFs);
•broad-based unaffiliated ETPs;
•currencies and commodities;
•derivatives of an index of securities, currencies or commodities; and
•securities held for Employees or an Employee's Immediate Family Members in Invesco CollegeBound 529 Plans, Invesco Core U.S. 401(k) Plans (excluding elections in the personal choice retirement account) and registered group retirement savings plans offered by an Invesco Ltd. Affiliate.
Shares purchased through an employee share purchase plan or shares acquired under an equity awards program are also exempt from pre-clearance.
Independent Directors/Trustees on the Invesco Mutual Funds Board shall comply with any pre-clearance requirements for transactions involving Invesco Mutual Funds that are closed-end funds, pursuant to the Independent Director/Trustee policies and guidelines.
Independent Directors/Trustees on the Invesco ETFs and Invesco Canada Funds Board shall not be subject to any pre-clearance requirements.
9
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
4.Trading Restrictions/Prohibitions.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board).
•Blackout Period. Covered Persons are prohibited from trading any Covered Security in a personal account on a day during which a Client Account has a pending "buy" or "sell" order in the same Covered Security.
In addition:
•Investment Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading within three trading days before and three trading days after such Client Account transaction; and
•All other Covered Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading in the same Covered Security within two trading days after such Client Account transaction.
The blackout period restrictions shall not apply to purchases and sales of a Covered Security that comply with certain specifications (e.g., large market capitalization) as may be determined from time to time by the Global Ethics Office.
•Other Prohibitions. Covered Persons shall be prohibited from:
•trading a Covered Security of an issuer on the applicable Restricted List(s);
•purchasing a Covered Security in an IPO or secondary offering;
•participating in an investment club;
•excessive short-term trading of any open-end Invesco Mutual Fund (excluding money market funds) and/or cash-in-lieu Invesco ETF pursuant to the various limitations outlined in the respective prospectus or other fund disclosure documents;
•engaging in personal trading in Covered Securities that is excessive or that compromises Invesco NA's fiduciary duty to Client Accounts, as determined by the Global Ethics Office in its discretion; and
•for Investment Personnel, effecting short sales of a Covered Security in a Covered Account if a Client Account for which the Investment Person has investment management responsibility has a long position in such Covered Security.
10
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
Short-Term Trading Restriction for all Covered Persons (including Independent Directors/Trustees).
•Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETFs Board) shall not profit from the purchase and sale, or the sale and purchase, of a Covered Security (or a short sale and cover of the same Covered Security) within 60 calendar days of the trade date of the same Covered Security. Transactions in Invesco Canada Funds are subject to the short-term trading requirements outlined in the applicable prospectus.
This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). Transactions in unaffiliated ETPs, currencies, commodities and derivatives (e.g., options and futures) based on an index of securities, currencies and commodities are exempt from the 60-day holding period. This exemption shall not apply to derivatives of individual securities.
If a Covered Security is traded within the applicable holding period, the full amount of any profit from the trade, which has not been adjusted to account for applicable taxes or related fees, shall be disgorged to a charity of Invesco Ltd.'s choice.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall only be subject to the short- term trading restrictions described above with respect to Invesco Mutual Funds that are closed end funds.
•Independent Directors/Trustees on the Invesco ETF Board shall not be subject to the short-term trading restrictions described above.
5.Special Requirements for Transactions in Invesco Ltd. Stock.
Covered Persons (excluding Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Transactions in Invesco Ltd. stock are subject to the pre-clearance and reporting requirements set forth above. Covered Persons are prohibited from engaging in transactions in publicly traded options such as puts, calls and other derivative securities relating to Invesco Ltd.'s securities, on an exchange or any other organized market. Covered Persons should refer to the Global Insider Trading policy whenever they wish to transact in Invesco Ltd. securities in a Covered Account.
Independent Directors/Trustees on the Invesco Mutual Funds and Invesco ETF Board): Independent Directors/Trustees shall refrain from beneficially owning Invesco Ltd. stock.
11
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
6.Covered Person Reporting and Periodic Certifications.
Covered Persons (excluding Independent Directors/Trustees).
•New Hire Requirements:
•Initial Report. Within 10 calendar days of becoming subject to the Code, each Covered Person shall be required to submit an Initial Holdings Report to the Global Ethics Office, regardless of whether the Covered Person has any Covered Securities to report. The report shall contain the following information, which must be current within 45 calendar days of becoming a Covered Person:
•a list of all Covered Securities including the name, the number of shares (for equity securities) or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the security identifier (CUSIP, symbol, etc.) for each Covered Security;
•a list of the Covered Person's Covered Accounts, which shall generally include the name of the financial institution with which the Covered Person maintains a Covered Account, the date the account was established and the account number; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Disclosure of Covered Accounts. Within 90 calendar days of becoming subject to the Code, Covered Persons shall be required to establish their Covered Accounts in accordance with the requirements set forth in "Covered Account Requirements."
•New Hire Certification. Within 30 calendar days of becoming subject to the Code, Covered Persons shall be required to review and certify to the Code via the Compliance Reporting System.
•Ongoing Requirements:
•New Covered Accounts. Covered Persons shall report a new Covered Account via the Compliance Reporting System within 30 calendar days of opening the account.
•Annual Holdings Report. At least annually, Covered Persons shall submit an Annual Holdings Report via the Compliance Reporting System and include the following information (which must be current within 45 calendar days of the date the report is submitted):
12
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•a list of all Covered Security holdings, including the Covered Security name, the number of shares (for equities); or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security;
•the Covered Security identifier (CUSIP, symbol, etc.);
•the name of the broker-dealer or bank with or through which a Covered Account is held;
•with respect to any non-public Covered Security owned by the Covered Person, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office.
•Annual/Ad-Hoc Certification. At least annually, Covered Persons shall certify via the Compliance Reporting System that they have read, understand and complied with the Code. Such certification shall also be required within 30 calendar days following any material changes to the Code.
Attached as Exhibit B is an Overview of Personal Trading Requirements that provides a summary of certain requirements set forth under this Code applicable to Covered Persons (excluding Independent Directors/Trustees). The Overview is not meant to serve as a replacement for reading the Code.
All Covered Persons (including Independent Directors/Trustees):
Quarterly Transaction Report.
•Covered Persons (excluding Independent Directors/Trustees) shall complete a Quarterly Transaction Report via the Compliance Reporting System within 30 calendar days after each quarter end, whether or not they executed transactions during the quarter.
•Independent Directors/Trustees on the Invesco Mutual Funds Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco Mutual Fund purchased or sold the Covered Security; or (ii) an Invesco Mutual Fund, Invesco Advisers, Inc. or any sub-adviser to such Invesco Mutual Fund considered purchasing or selling the Covered Security.
13
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•Independent Directors/Trustees on the Invesco ETF Board shall complete a Quarterly Transaction Report only if the Independent Director/Trustee knew, or in the ordinary course of fulfilling his or her official duties as an Independent Director/Trustee, should have known, that, during the 15-day period immediately preceding or following the date of the Independent Director/Trustee's transaction in a Covered Security: (i) an Invesco ETF purchased or sold the Covered Security; or (ii) an Invesco ETF, Invesco Capital Management, LLC or any sub-adviser to such Invesco ETF considered purchasing or selling the Covered Security.
•Independent Directors/Trustees on the Invesco Canada Funds Board are not subject to the Quarterly Transaction Report requirements.
Independent Directors/Trustees subject to the above reporting requirement shall request the Quarterly Transaction Report from and submit the completed report to the applicable Chief Compliance Officer.
The Quarterly Transaction Report shall include the following information:
•the date of all transactions in that quarter, the Covered Security name, the number of shares (for equity securities), or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
•the nature of the transaction (buy, sell, etc.);
•the Covered Security identifier (CUSIP, symbol, etc.);
•the price of the Covered Security at which the transaction was executed;
•the name of the broker-dealer or bank executing the transaction; and
•the date that the report is submitted by the Covered Person to the Global Ethics Office or by the Independent Directors/Trustees to the applicable Chief Compliance Officer.
The Quarterly Transaction Report can exclude the following information:
•transactions in a Limited Offering that has been previously disclosed to, and approved by, the Global Ethics Office;
•transactions in an automatic investment plan/pre-authorized chequing plan/dividend reinvestment plan/payroll deduction or made on behalf of an Employee in the ICL Sponsored GWL Group Retirement Savings Plan;
•transactions executed in a Delegated Discretionary Account;
•transactions executed in Covered Securities that are either:
•directly with an affiliated transfer agent; or
•in the Covered Person's registered group retirement savings plan (including transactions made on behalf of the Covered Person in the
14
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
ICL sponsored GWL Group Retirement Savings Plan) or Invesco Core US 401(k) Plan.
VI. VIOLATIONS AND SANCTIONS.
Covered Persons (excluding Independent Directors/Trustees) shall report violations and potential violations of this Code to the Global Ethics Office. Independent Directors/Trustees may report violations and potential violations to the applicable CCO (or his or her delegate).
Violations and potential violations of the Code are investigated by the Global Ethics Office.
For all Covered Persons (excluding Independent Directors/Trustees): If a determination is made that a Covered Person has violated the Code, a sanction may be imposed. Sanctions vary based on the severity of the violation
(s)and include, but are not limited to:
•a letter of education;
•reversal of trades processed in violation of the Code;
•suspension, demotion or change in Covered Person responsibilities;
•termination of employment;
•prohibition of personal trading abilities;
•disgorgement of profits earned in the Code violation;
•referral to civil or criminal authorities, where appropriate; or
•any other sanction, as may be determined by the Global Ethics Office, CCO and/or applicable governance committee.
The Global Ethics Office maintains internal procedures regarding the violation investigation, sanction determination and sanction enforcement process.
In mitigating or eliminating certain conflicts of interest that arise in connection with a Covered Person's personal trading, a Covered Person may be required to sell a Covered Security that was previously approved. In the event the sale results in a loss, the Covered Person will not be entitled to reimbursement for such loss. In the event of a gain, the Covered Person may be required to disgorge any profit.
VII. CODE ADMINISTRATION.
In general, the Global Ethics Office shall be responsible for the administration and oversight of the Code and shall be responsible for:
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
•providing Covered Persons with the Code and ensuring that Covered Persons submit the required certifications and reports required under the Code;
•reviewing the personal trading activities of Covered Persons to identify potential or actual violations of the Code and promptly investigating such matters to resolve and make the appropriate remediations, if needed; and
•promptly reporting any violations of the Code in writing to the applicable CCO.
In very limited circumstances, certain exceptions to any provision of the Code may be granted on a case by case basis by the applicable CCO or his or her delegate. Such exceptions shall be documented in writing by the Global Ethics Office.
Any questions regarding this Code should be directed to the Global Ethics Office, which may be contacted using the Global Ethics Office support portal via the intranet or via 1.877.331.CODE [2633].
VIII. REPORTING.
ICL Boards/Committees. At least quarterly, the CCO shall inform the Invesco Canada Funds Independent Review Committee of violations, sanctions imposed, material changes and any other information as may be requested from time to time relating to the Code and for the relevant review period.
Invesco Mutual Funds Board and Invesco ETF Board.
•Quarterly: At least quarterly, each applicable CCO shall furnish a written report to the applicable Board regarding material violations of the Code by Covered Persons.
•Annually: No less frequently than annually, each applicable CCO shall furnish a written report to the applicable Board that describes significant issues arising under the Code since the last report to the Board, including information about material violations of the Code and sanctions imposed in response to material violations. The CCO shall certify that the applicable NA Adviser to the Invesco Mutual Funds and Invesco ETFs has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. At this time, the Board shall also review the current Code.
•Material Changes to Code. The applicable Committee/Boards mentioned in section VIII of this Code shall approve any material changes made to the Code either prior to implementing such change or no later than six months after the change is implemented.
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT A
The Code of Ethics and Personal Trading Policy for North America shall apply to the following entities (collectively referred to as "Invesco NA"):
SEC registered investment advisers (referred to individually and collectively in the Code as "Invesco NA Adviser")
•HarbourView Asset Management Corporation
•Invesco Advisers, Inc.
•Invesco Canada Ltd.
•Invesco Capital Management LLC
•Invesco Managed Accounts, LLC
•Invesco Private Capital, Inc.
•Invesco Senior Secured Management, Inc.
•Jemstep, Inc.
•OC Private Capital, LLC
•OFI Private Investments Inc
•OppenheimerFunds, Inc.
•WL Ross & Co, LLC
SEC and FINRA registered broker-dealers
•Invesco Capital Markets, Inc.
•Invesco Distributors, Inc.
•OppenheimerFunds Distributor, Inc.
Invesco Canada Funds, Invesco ETFs and Invesco Mutual Funds (as defined in the Code)
Unit investment trusts sponsored by an Invesco NA Adviser
SEC registered transfer agent: Invesco Investment Services, Inc.
Texas chartered trust company: Invesco Trust Company
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This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
EXHIBIT B
OVERVIEW OF PERSONAL TRADING REQUIREMENTS
Below are some, but not all, of the common investment instruments and key actions
required of Covered Persons (excluding Independent Directors/Trustees) under the Code.
Security Type |
Pre-Clearance |
Reporting |
|
60-Day Profit |
||
|
|
|
|
|
|
Limit Restriction |
Funds |
|
|
|
|
|
|
Invesco Mutual Funds |
|
No |
|
Yes |
|
Yes |
Invesco Canada Funds |
|
|
|
|
|
Subject to |
|
|
No |
|
Yes |
|
prospectus |
|
|
|
|
|
|
requirements |
Invesco QQQ Trust or the BLDRS Index Fund Trust |
|
Yes |
|
Yes |
|
Yes |
Closed-end funds (both affiliated and unaffiliated) |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated open-end mutual funds |
|
No |
|
No |
|
No |
Equities |
|
|
|
|
|
|
Common Stocks |
|
Yes |
|
Yes |
|
Yes |
Equity Initial Public Offerings (IPOs) |
|
Prohibited |
|
Prohibited |
|
N/A |
Preferred Stock |
|
Yes |
|
Yes |
|
Yes |
Derivatives |
|
|
|
|
|
|
Futures, Swaps and Options based on individual |
|
|
|
|
|
|
securities, affiliated ETPs, or heavily-weighted |
|
Yes |
|
Yes |
|
Yes |
unaffiliated ETPs |
|
|
|
|
|
|
Futures, Swaps and Options based on an index of |
|
|
|
|
|
|
securities, currencies, commodities, and broad-based |
|
No |
|
Yes |
|
No |
unaffiliated ETPs. |
|
|
|
|
|
|
Fixed Income/Bonds |
|
|
|
|
|
|
US Treasury |
|
No |
|
No |
|
No |
Certificates of Deposit |
|
No |
|
No |
|
No |
Money Market Funds |
|
No |
|
No |
|
No |
Municipal Bond |
|
Yes |
|
Yes |
|
Yes |
Corporate Bond |
|
Yes |
|
Yes |
|
Yes |
Exchange-Traded Products (i.e., ETFs, ETCs and ETNs) |
|
|
|
|
|
|
Affiliated ETPs |
|
Yes |
|
Yes |
|
Yes |
Unaffiliated ETPs with a limited number of underlying |
|
Yes |
|
Yes |
|
Yes |
securities (20 or less) that include Covered Securities |
|
|
|
|||
|
|
|
|
|
|
|
Unaffiliated ETPs that mirror one equity or have a heavy |
|
|
|
|
|
|
weighting in one equity (heavy weighting: 25% in an |
|
Yes |
|
Yes |
|
Yes |
individual issuer) |
|
|
|
|
|
|
|
|
|
|
|
18 |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
All other unaffiliated broad-based ETPs |
|
No |
|
Yes |
|
No |
Invesco Ltd. Stock |
|
|
|
|
|
|
Open market |
|
Yes |
|
Yes |
|
Yes |
Derivatives on Invesco Ltd. Stock |
|
Prohibited |
|
Prohibited |
|
N/A |
Employee Share Purchase Plan Participation |
|
No |
|
No |
|
No |
Employee Share Purchase Plan Vested-Sale |
|
Yes |
|
Yes |
|
No |
Stock grants awarded (LTA) |
|
No |
|
No |
|
No |
Stock grants vestedsale (LTA) |
|
Yes |
|
Yes |
|
No |
Long-Term Fund Awards (LTF) |
|
|
|
|
|
|
Invesco Mutual Fund grants awarded |
|
No |
|
No |
|
No |
Limited Offerings
Covered Persons may not engage in a Limited Offering without first: (a) giving the Global Ethics Office a detailed written notification describing the transaction and indicating whether or not they will receive compensation; and (b) obtaining prior written permission from the Global Ethics Office.
19
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by the IVZ Policies Governance Group.
INVESCO ASSET MANAGEMENT (INDIA) PVT. LTD.
PERSONAL TRADING POLICY
Draft: |
: |
Final |
||
Version |
|
: |
8.0 |
|
|
|
|
|
|
Effective Date |
|
: |
June 28, 2019 |
|
|
|
|
|
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This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
1.Introduction, Purpose and Background
The reputation of Invesco Asset Management (India) Pvt. Ltd. ('IAMI' or 'the Company')/ Invesco Trustee Pvt. Ltd. ('ITPL') is of paramount importance and needs to be protected by rules on dealings in investments by employees of IAMI/ITPL. It is important to avoid any dealings, which could give rise to criticism harmful to the reputation of IAMI.
The purpose of the Personal Trading Policy ('Policy') is to ensure the fair treatment of client accounts through the highest standard of integrity and ethical business conduct by employees. For purposes of this Policy, the terms "clients" and "client accounts" always refers to the investments that IAMI manages or sub-advises or other accounts in which IAMI has been engaged to provide money management services.
The rules set out below form the basis on which all employees employed by and working for IAMI/ ITPL are permitted to deal in securities. These rules have been drafted in accordance with the guidelines issued by the Securities and Exchange Board of India ('SEBI') under the SEBI (Mutual Funds) Regulations, 1996 and the SEBI (Prohibition of Insider Trading) Regulations, 2015 and other regulations that govern the broader Invesco Ltd. global organization.
Employees are bound by the Personal Trading Policy and are required to observe them both in letter and spirit. All employee dealings are permitted only in the circumstances and in accordance with the procedures set out hereunder. Any breaches of these rules and procedures may be considered as grounds for disciplinary action which may include dismissal. Breaches must be reported to Compliance immediately as they are identified.
The objectives and principles of the Policy:
•All personal securities transactions must be conducted in a manner consistent with the guidelines of the Policy and in such manner as to avoid any actual or potential conflict of interest or any abuse of position of trust and responsibility.
•Employees should not abuse the freedom to deal or deal to the disadvantage of any client or the Company.
•Employee should not take undue advantage of any confidential or price sensitive information that he/she may have in his/her possession owing to position in the Company.
•To guide all Employees in maintaining a high standard of probity that would be expected from a person in a position of responsibility.
2.Applicability
The Policy applies to all Employees of IAMI/ITPL and their Covered Accounts (defined below). Employees include CEO/Managing Director, Whole Time
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
directors, non-board directors, full-time employees, temporary, part-time, contract, seasonal personnel; employees who are on secondment to the IAMI/ITPL and such other persons that may be deemed to be covered by Compliance. All new employees shall be bound by these rules from the date of joining. These rules may be added to or amended at any time. Notice of changes/amendment will be notified to all Employees and the procedures as varied must be complied with from the specified effective date.
Invesco recognizes that certain relationships with non-employees, such as consultants or independent contractors, may present particular risks that inappropriate trading could occur in the event that they have access to non-public information. As part of the process for engaging the services of consultants or other independent contractors, Invesco may deem it necessary to have a non-employee agree to be bound by the Policy.
Personal securities transactions must be conducted in a manner that avoids any actual or perceived conflict of interest. Using the Star Compliance automated request system (Star Compliance), Employees are required to report holdings in Covered Securities (defined below) as well as pre-clear personal securities transactions in Covered Securities in a Covered Account.
3.Definitions
•Covered Accounts
A Covered Account is defined for purposes of this Policy as any account in which an employee may hold a Covered Security (see below)
•In which an Employee has a direct or indirect financial interest;
•Over which such Employee has direct or indirect control over the purchase or sale of securities; or
•In which securities are held for an Employee's direct or indirect benefit.
Such Covered Accounts may include, but are not limited to, accounts where there are transactions for dealing in securities made:
•in the Employee's name, either individually or jointly;
•in the name of employee's spouse;
•in the name of family members sharing the same household;
•in the name of employee's parents, siblings and child of such employee or of the spouse, dependent children including a minor child, any of whom is either financially dependent on such employee or consults such employee in taking decisions relating to trading in securities; and
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
•in accounts where there is a transaction as a member of Hindu Undivided Family (HUF).
The Policy shall also cover Employees' securities dealing in fiduciary capacity, for the entity in which the Employee has a financial interest or exercises control.
Employees may only maintain brokerage accounts with approved broker dealers. Please refer to the following link in Invesco's intranet site for the list of broker-dealers:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Invesco%20Asset%20Management%20India
%20Approved%20Brokers.pdf
Employees may not insist or even suggest to the broker to reduce brokerage charges, or accept any contract with a reduced brokerage charge on any Covered Accounts.
•Covered Securities
Covered Securities are required to be entered into the Star Compliance system. For purpose of this Policy, Covered Securities include, but are not limited to:
•Stocks, shares, scrips, bonds issued by a banking or financial institution, debentures, debentures stock or marketable securities of like nature in or of any incorporated Company or other Body Corporate;
•Derivatives such as options and futures;
•Currencies and commodities
•units of mutual funds or other proprietary investment products managed by Invesco or any of its affiliates or any mutual funds managed by the Company;
•units or any other instrument issued by any collective investment scheme to the investors in such schemes;
•such other instruments as may be declared by the Central Government to be securities;
•rights or other interest in securities;
•such other securities as may be included in the definition and notified to the employees.
•Options, rights, warrants, Exchange Traded Funds (ETFs), Exchange-Traded Notes (ETNs), Exchange- Traded Commodities (ETCs), securities through rights offer, open offers under the SEBI Takeover Regulations,
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
SEBI Buy Back Regulations as well as the secondary market and any closed-end units of mutual funds.
•Dealing in securities
Dealing in securities means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent; the deal should be construed accordingly.
•Designated Persons
'Designated Persons' pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 shall mean and include the following Employees of the Company:
•All the members of investment team (i.e. dealers, research analysts, fund managers, risk manager etc.) irrespective of their designation / position
•Chief Executive Officer (CEO); and
•Employees up to two levels below Chief Executive Officer (currently President and Director).
Any person having contractual or fiduciary relation with the company, such as auditors, accountancy firms, law firms, analysts, consultants, etc. assisting or advising the company.
For avoidance of doubt it is clarified that Designated Persons may be full-time employees, part- time employees, temporary employees and employees who are on secondment to IAMI/ITPL and includes immediate relatives of Designated Persons.
Further, it is clarified that any employee who comes into possession of UPSI shall be deemed to be a Designated Persons from such date and the Code shall be applicable to him accordingly.
•Unpublished Price Sensitive Information
Unpublished Price Sensitive Information means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:
•financial results;
•dividends;
•change in capital structure;
•mergers, de-mergers, acquisitions, delisting, disposals and expansion of business; and
•changes in key managerial personnel.
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
4.Exempted Securities
Exempted Securities are not required to be entered into the Star Compliance system. Exempted Securities for the purposes of this policy include:
•Contribution made to the Provident Fund under the Provident Fund Act 1952 including Public Provident Fund;
•Securities issued or guaranteed by (i.e., securities that are the direct obligations of) the Government of India;
•Money market instruments, money market mutual funds, liquid schemes, schemes floated by other Mutual Funds/ AMCs, guaranteed investment certificates, bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements;
•Investments in fixed deposits with banks/financial institutions/companies, life insurance policies, or investment in savings schemes such as National Savings Certificates, National Savings Schemes, Kisan Vikas Patra, or any other similar investment; and
•Investments of a non-financial nature such as gold, real estate, etc., where there is no likely conflict between the Mutual Fund's interest and the employees' interest.
Invesco Ltd. stock ("IVZ") is subject to the provisions of Invesco's Code of Conduct and Insider Trading policy. Notwithstanding this exception, transactions in Invesco Ltd. securities shall be subject to the pre-clearance and reporting requirements outlined in other provisions of the Code of Conduct and any other corporate guidelines issued by Invesco.
Employees and Covered individuals who are unclear about whether a proposed personal security transaction involves a Covered Security may contact the Compliance IVZ Global Code of Ethics team ("IVZ Global COE Team") via email at codeofethicsasia@invesco.com or by phone at 00008000016990 or 111-2633 for clarification and information prior to executing the transaction.
5.Chinese Wall and Handling of Price Sensitive Information
Employees who may have access to confidential or price sensitive information shall maintain the confidentiality of such information. All employees shall ensure that neither they nor any relative or any person associated with them directly or indirectly takes advantage of such information including by way of recommendation for the purchase or sale of securities.
Price Sensitive Information is to be handled on a "need to know" basis, i.e. Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty.
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
For the purposes of implementation of the "Chinese wall" principle, the Fund Management, Dealing Room, Compliance & Risk, Cash Management and Back Office will be considered as "inside areas" and the other departments shall be considered as "public areas".
The employees in inside area will be physically segregated from employees in public area. Demarcation of the various departments as inside area may be implemented by the Company.
Employees in the inside areas shall not communicate any price sensitive information to anyone in the public area. In exceptional circumstances, employees from the public areas may be bought "over the wall" and given confidential information on the basis of "need to know" criteria, under intimation to the Compliance.
In pursuance of regulation 24 of the SEBI (Mutual Fund) Regulations, 1996, if IAMI, at present or at any time in future, shall undertake any other business activity/ies as specified in those regulations, the Employees shall comply with the regulations and SEBI restrictions, if any.
No employee shall pass on information to anybody inducing him to buy/sell securities which are being bought/sold by the Mutual Fund of which IAMI is the investment manager.
6.Reporting Requirements
All the employees are required to acknowledge the receipt of this Policy and confirm their understanding and acceptance of the same on the date of joining and thereafter annually.
Employees are required to sign-off and submit various reports in the Star Compliance system as detailed below. Employees that do not hold any Covered Securities in any Covered Accounts are still required to sign-off on these reports.
•Initial Holdings Reports
Within 10 calendar days of becoming an Employee, each Employee, must complete an Initial Holdings Report by inputting into the Star Compliance system the following information:
•A list of all security holdings, including the security name, the number of shares (for equities), number of securities and the principal amount (for debt securities) in which the Employee has direct or indirect Beneficial Interest. An Employee is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements;
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
•The security identifier for each Covered Security (CUSIP, symbol, ISIN, etc.);
•The name of any broker-dealer or bank with which the Employee maintains an account in which any securities are held for the direct or indirect benefit of the Employee; and
•The date that the report is submitted by the Employee to Compliance.
The information provided on the Initial Holdings Report must be current that is as on date of becoming an Employee.
•Quarterly Transaction Reports
Within 30 calendar days after the end of each calendar quarter, all employees, using the Star Compliance system, must submit a Quarterly Transaction Report. The report will contain the details of each personal securities transaction in a Covered Security in each Covered Account including registration of enrollment for SIP/ STP/SWP for the scheme of a mutual fund during the quarter.
Further, all employees shall submit quarterly certification of compliance confirming no instances of self-dealing or front running.
•Annual Holdings Report
Within 30 calendar days after the end of the year, each Employee, using the Star Compliance system, must submit an Annual Holdings Report. The report will contain the following information:
•all Covered Accounts of such Employee (including the name of the financial institution with which the Employee maintained the account).
•a list of each Covered Security including the number of shares (equities) or principal amount (debt securities) in each Covered Account.
•Trade Confirmations and Account Statements
Employees must direct their brokers to deliver to the IVZ Global Code of Ethics team, account statements for their Covered Accounts in a timely manner. If statements are not provided by the broker, the Employee must provide the statements directly to Compliance. In addition, Employees must provide duplicate trade confirmations and account statements directly to the IVZ Global Code of Ethics team upon request. Confirmations and statements will be reviewed by the IVZ Global Code of Ethics team who will update all transactions in Star Compliance.
Within 7 calendar days from the date of each personal securities transaction involving a Covered Security including enrollment for systematic transactions like SIP/STP/SWP whether the transaction had to be pre-cleared or not, If duplicate trade confirmations are not provided by the broker, the Employee engaging in the
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
transaction must report the transaction to Compliance along with a copy of the trade confirmation.
•New Covered Accounts Opened Since Joining the Company
Employees shall report new Covered Accounts in Star Compliance prior to trading in the account or in the Quarterly Transactions Report, if not previously disclosed.
7.Pre-Clearance Requirements Submitting a Request to Trade
An Employee must receive prior approval using the Star Compliance system in order to engage in a personal securities transaction in a Covered Security.
Further, at the time of signing the pre-clearance request, Employee shall execute an undertaking to the effect that he does not have access or has not received any "Price Sensitive Information".
If an employee has access to or receives "Price Sensitive Information" after the pre-clearance request is approved but before execution of the transaction, the employee shall inform the Compliance of change in his or her position and he/she would completely refrain from dealing in securities till the time such information becomes public.
Pre-clearance request(s) submitted by the Mumbai Head of Compliance for purchase or sale of securities must be reviewed and approved by the Chief Executive Officer in addition to normal due diligence by IVZ Global COE Team.
Research Analysts preparing research reports of companies shall not trade in securities of that company for 30 calendar days from the date of preparation of such reports. However, if such securities are held by any Scheme of the Mutual Fund/Portfolio Management Services (PMS), then request for trading will be cleared only if there is a cooling off period of 30 calendar days from the preparation of such reports or 15 calendar days from the date the last transaction in that particular security by the Mutual Fund/PMS, whichever is later.
Pre-clearance approval will not be given if approval of the transaction would result in a violation of any of the restrictions on personal trading outlined in this policy.
Blackout Rule:
The Company does not permit Employees to trade in a Covered Security if there is conflicting activity in a client account.
•if the stock, shares, debentures, bonds, or warrants of any company, or derivatives specified by the employee or an equivalent security are held by any scheme of the client account/PMS;
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
•if the stock, shares, debentures, bonds, or warrants of any company, or derivatives specified by the employee or an equivalent security are held by any scheme of the client account/PMS, then there should be cooling period of 15 calendar days. In other words, an application for purchase/sale would be cleared only if the scheme(s) of a client account / PMS has not transacted in that particular security within 15 calendar days before the date of application; or
•if there is a client order on the stock, shares, debentures, bonds, or warrants of any company, or derivatives specified by the employee or an equivalent security with the trading desk.
In addition to the blackout rule of 15 days after the trade in client account/PMS in that security or an equivalent security, investment personnel may not buy or sell a Covered Security within three trading days before a Client trades in that security or an equivalent security.
For the purposes of this policy, an equivalent security means a security that (1) is convertible into another security of the same issuer or (2) gives its holder the right to purchase another security of the same issuer. For example, a bond or preferred stock may be convertible into another security of the same issuer, or an option or warrant may give the holder the right to purchase stock of the same issuer. ADR and EDR shares are considered equivalent to their corresponding foreign shares.
Further, there is a cooling period of 60 calendar days between the last transactions in the same security by all Employees (except Designated Persons as addressed below) i.e. in case of request to sell, there are no purchases within 60 calendar days of the request and in case of request to buy, there is no sale transaction within 60 calendar days of the request. The holding period will be counted on last in first out basis.
Designated Persons are required to hold Covered Securities (except Mutual Funds units) for a minimum period of 6 months from the date of purchase / allotment. The holding period will be counted on last in first out basis. Designated Persons permitted to trade may not execute a contra trade within a period of 6 months. If a Designated Person executes a contra trade i.e. sale of security within six months of last purchase, inadvertently or otherwise, any profit from the trade shall be liable to be disgorged for remittance to SEBI for credit to the Investor Protection and Education Fund.
Further, a notional trading window will be used as an instrument of monitoring trading by the Designated Persons. The time for commencement of the trading window and re-opening of the trading window shall be decided by compliance. When the trading window is closed, Designated Persons and their family members sharing the same household shall not trade in the security in Covered Accounts. In the case of ESOPs held by family members sharing the same household of Designated Persons, exercise of ESOP may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOP shall not be allowed when trading window is closed.
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
Compliance will review transactions of the Employees in Covered Accounts and transactions of the Client accounts to ensure that there is no conflict of interest – whether the Client has transacted the same securities either before or after the Employee's transactions.
Options Trading
In the case of personal securities transactions involving the purchase or sale of an option on an equity security, Compliance will determine whether to authorize the transaction by matching the pre-clearance request against activity in client accounts in both the option and the underlying security. Pre-clearance approval will not be given, if there has been a client account transaction in either the option or the underlying security within the corresponding Blackout Rule period of the proposed personal securities transaction. Pre-clearance is required for both the opening and closing transaction. Approval given to an opening transaction does not guarantee that the closing transaction will automatically be approved.
Invesco Ltd. Securities
•No Employee may affect short sales of Invesco Ltd. securities.
•No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd's securities, on an exchange or any other organized market.
•For all Employees, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to "black-out" periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
•Holdings of Invesco Ltd. securities in Employees' accounts are subject to the reporting requirements specified in this Policy.
•Transactions exempted from pre-clearance
Pre-clearance is not required for following transactions:
•Variable annuities, variable life products, segregated funds, and other similar unit-based insurance products issued by insurance companies and insurance company separate accounts;
•Debt obligations issued by the Republic of India or any State, municipality or agency of the Government of India;
•Options, futures and all other derivatives based on currencies and commodities.
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
•Broad-based Exchange-traded Products such as Exchange-traded Funds (ETFs), Exchange-traded Notes (ETNs) and Exchange-traded Commodities (ETCs) as described on the Pre-clearance Exempt ETF List and any derivatives of these securities such as options. All Invesco Affiliated ETPs and ETPs not listed on the Pre-clearance Exempt ETF List must be pre-cleared; and
•Other securities or classes of securities as the compliance may from time to time designate.
All Covered Securities are still subject to requirements and limits on personal investing, irrespective of whether pre-clearance is required.
The employee share purchase plan accounts (ESPP) under the Invesco ESPP or non-Invesco plans, except for the sale of the securities are also excluded from the pre-clearance requirement.
•Executing Approved Transactions
Any approval granted to an Employee to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If an Employee does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Employee must resubmit the request on another day for approval.
Any exception to this rule must be approved by Compliance and the appropriate Invesco Chief Compliance Officer, Head of Compliance, or designate.
Employees who effect any purchase transactions shall ensure that they take delivery of the securities purchased, before selling them.
All approved trades that are not executed need to be retracted in the Star Compliance system by the Employee.
Employees may be requested to reverse any trades processed without the required pre-approval. Any costs or losses associated with the reversal are the responsibility of the Employee.
Compliance shall maintain a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the employee, the details of the proposed transaction and whether the request was approved or denied and waivers given, if any, and its reasons.
8.Relating to Transactions in Mutual Funds
Employees shall not purchase or sell/tender for repurchase/redemption units of any scheme, including money market mutual fund scheme/ liquid scheme of the Mutual Fund of which the AMC is the investment manager
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
or of which TC is the Trustee in the following cases:
•there is a likelihood of a change in the investment objectives of the scheme concerned and this has not been communicated to the investors;
•there is a likelihood of a rights/bonus issue in the scheme concerned, and this has not been communicated to the investors;
•the scheme concerned is contemplating to issue dividend to the unitholders and this has not been communicated to the investors;
•there is a likelihood of a change in the accounting policy, or a significant change in the valuation of any asset, or class of assets, and the same has not been communicated to the investors;
•there is a likelihood of conversion of a close ended scheme to an open ended scheme and vice versa and this has not been communicated to the investors.
9.Discretionary Managed Accounts
In order to establish a Discretionary Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Employees must receive approval from compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Employees are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Employees with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.
Transactions executed in a managed account are not subject to pre-clearance nor are they reportable in any Quarterly Transaction Reports; however an Employee must provide an annual certification certifying the account is still a discretionary managed account. Compliance approval is required to establish a managed account with a firm that is not one of the approved broker-dealers. Each discretionary account must be a separate account and cannot be combined with other accounts.
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
10.Short Sales and Carry Forward Transactions
No employee shall purchase any security (including derivatives) on a "carry forward" basis or indulge in "short sale" of any security (including derivatives).
Short sales of shares of Invesco Ltd. are not permissible.
11.Restrictions on Certain Activities
Employees are subject to the following additional restrictions and prohibitions relating to certain investment activities.
•Prohibition against Trading in Securities on "Restricted Lists"
Generally, all Employees are prohibited from engaging in any personal securities transactions in a security on the Invesco "Restricted List".
There are instances when a security is added to the Restricted List due to ownership limits as defined under country specific securities laws. In such instances, Compliance may grant approval to a personal securities transaction request after reviewing the request to ensure that there are no conflicts of interest.
•Prohibition against Short-Term Trading Activities
Employees are prohibited from profiting from the purchase and sale or sale and purchase of the same, or equivalent, security within a period of 60 calendar days from the date of their personal transaction. The holding period will be counted on last in first out basis. However, in cases where it is done, the employee shall provide a suitable explanation to the Compliance, which shall be reported to the Board of IAMI/ITPL at the time of review.
Transactions in currencies, commodities and derivatives (such as options and futures) based on, currencies, and commodities are exempt from the 60 day holding period. This exemption does not apply to derivatives of individual securities and index of securities. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
•Prohibition against Purchases in Initial Public Offerings (IPOs)
Employees are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance.
Employees may purchase securities in an Initial Public Offering when the trade is through a discretionary managed account.
•Restricted Securities Issued by Public Companies
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
Generally, Employees are discouraged from investing in restricted securities of public companies including special warrant deals. Restricted securities are securities acquired in an unregistered, private sale from an issuer. An Employee must receive approval from Compliance prior to executing a transaction in a restricted security.
•Restrictions on Private Placements
Employees shall not participate in any private placement of equity by any Company.
•Investment Clubs
Employee participation in an investment club is prohibited.
•Reserved Quotas
Employees are prohibited from applying in any reserved quota such as promoters' quota, employees' quota etc.
•Insider Trading
Insider trading is prohibited under SEBI Insider Trading Regulations and is punishable offence. Any transaction of 'insider trading' either directly or indirectly, whether alone or in concert with another person is prohibited. For this purpose, 'insider trading' means trading in securities based on price sensitive information to which any employee has access.
•Front Running
Any transaction of front running by any employee directly or indirectly is strictly prohibited. For this purpose, 'front running' means any transaction of purchase / sale of a security carried by any employee whether for self or for any other person, knowing fully well that the Company also intends to purchase / sell the same security for its Mutual Fund/ under PMS. Declaration to the effect that the Employees had no prior knowledge of the Company's intended transactions, shall be taken from them at the time of pre-clearance.
•Self-Dealing
Any transaction of self-dealing by any employee directly or indirectly, alone or in conjunction with another person is strictly prohibited. For this purpose, 'self-dealing" means trading in the securities based on information which is price sensitive in nature and to which they have access by virtue of their office. Declaration to this effect shall be taken from them at the time of pre-clearance.
•Number of Transactions
Employees may be required to limit/reduce the number of transactions, if the relevant Head of Department feels that undertaking such transactions reduces
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
their contribution to the work of their department and/or affects their duties to the Company or its clients.
•Research Recommendations and Dealing in Securities
If an employee knows that any entity intends to publish a research recommendation, or a piece of research or analysis or other information, on a security which could reasonably be expected to affect the price of that security, or a related investment (e.g. options or warrants in that security), they must not deal in such investments or securities until the recommendation or research has been published and the information made public.
•Right to Prohibit
Notwithstanding this Policy, the Company reserves the right to restrict any employee from dealings in securities without assigning any reason where the Company believes that such restriction is necessary in the interest of the Company or in order to prevent possible conflicts of interests.
•Shadow Dealing
Dealing through a nominee or any other person or firm, trust or body corporate which is not disclosed to the Company and for which no authorization has been obtained is expressly prohibited. Violation of this provision would be a breach of your terms of employment and could result in your dismissal.
•Trading in Securities of Invesco Ltd.
The Invesco Ltd. Insider Trading Policy prohibits directors, executive officers, and other specified employees (Blackout Group) who are deemed to regularly have access to material, non-public information about Invesco from trading in Invesco during the "Blackout Periods". This trading prohibition also extends to the family members of these persons. Persons within the Blackout Group are determined on a quarterly basis and are notified of their status accordingly.
Any Employee who becomes aware of material, non-public information about Invesco is prohibited from trading in Invesco securities.
Details of the Blackout Period can be found by way of the attached link:
http://myinvesco/Documents/Tool-Resources-Menu-Items/Trading-Blackouts.pdf
The "Blackout Period" is defined as the period beginning 15th day of the third month in each fiscal quarter and ending after the second business day following the Company's issuance of its quarterly or annual earnings release. The Blackout Period may be shorter depending on when the results are announced but cannot start until the end of the relevant reporting period.
The following additional trading restrictions apply to trading in Invesco Ltd.
•Short term trading in Invesco shares is prohibited.
This Policy is for Invesco internal use only unless otherwise specified.
No portion of this Policy may be reproduced or redistributed other than by Invesco for education
purposes of internal employees or for client due diligence.
•Pledging Invesco securities as collateral for a loan is generally prohibited. Exceptions must be approved by Compliance.
•IVZ Options
An Employee is prohibited from engaging in transactions in publicly traded options, such as calls and puts, on shares of Invesco Ltd.
12.Certification of Compliance
Upon Hire and on an annual basis, Employees shall confirm adherence to this Policy by signing off on the Certificate of Compliance and the Invesco Code of Conduct.
13.Sanctions
Compliance will issue a letter of education to the Employees involved in violations of the Personal Trading Policy that are determined to be inadvertent or immaterial.
Upon discovering a material violation of the Personal Trading Policy, Compliance will notify the appropriate Invesco Chief Compliance Officer (CCO) or Mumbai Head of Compliance.
The Company may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client account during the enumerated period), wage freeze, a letter of censure or suspension, or termination of employment.
The Company, in its sole and absolute discretion, reserves the right to cancel any trade, with or without prior notice to an employee and at his expense or in the case of an approved outside account, to instruct an employee to cancel the trade at his/her expense. From time to time, an employee may also have his/her positions frozen due to potential conflicts of interest or the appearance of impropriety. The Company may, in its sole and absolute discretion, suspend or revoke employee's trading privileges at any time.
Notwithstanding anything stated in the Employee's employment/engagement agreement, Invesco may terminate the Employee's services forthwith, without prior notice or payment of any compensation, if the Employee violates any provision of this policy.
The action by the company shall not preclude SEBI from taking any action in case of violation of the Policy.
14.Exceptions to the Policy
The Chief Executive Officer or designee in consultation with the Mumbai Head of Compliance may, on a case by case basis, grant an exception to
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
any provision in this Policy in unusual circumstances subject to compliance with regulatory requirements upon written request.
15.Enforcement of the Policy
Compliance with this policy will be monitored by the compliance department.
It is the Employee's obligation to be familiar with and to comply with the Policy and applicable laws and regulations and to demonstrate sound ethics, honesty and fairness in all their dealings. It is also important that Employees familiarize themselves with the concepts of inside information, front running and insider trading.
16.Review by the Board of Directors
The Boards of IAMI and the ITPL shall review the compliance of the guidelines in this Policy in their periodical meetings. They may review the existing procedures and recommend for changes in procedures based on the IAMI's experience, industry practices or developments in applicable laws and regulations. They shall report its compliance and any violations and remedial action taken by them in the reports submitted to SEBI.
17.Annual Review of the Policy
The Policy will be reviewed annually.
18.Amendment of the Policy
This Policy will be amended from time to time to incorporate interalia the changes as may be required pursuant to SEBI circulars or as may be directed by the Board. The amended Policy will then be circulated to all the employees within 30 days of amendment.
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
Version History
Version Date
Description
Initiator
Approved by
1.0
2.0
September 6, 2006
March 27, 2009
Initial Adoption of Insider Trading Policy.
Adopted Securities Dealing Policy & Guidelines
–Directors/Trustees in place of erstwhile Insider Trading Policy.
Compliance
Suresh Jakhotiya
Board of RAMC and
RTC
Board of RAMC and
RTC
3.0May 9, 2013
Updation of Securities Dealing Policy & Guidelines – Directors/Trustees. (Pursuant to change in shareholding , the Policy was revised interalia to incorporate change in entity names and also to align the Policy with Invesco Policy)
Review of the Policy. (Incorporated relevant
Suresh Jakhotiya
Board of RAMC and
RTC
Noted by Saurabh Nanavati.
4.0
April 24, 2015
changes w.r.t SEBI circular CIR/IMD/DF/10/2014 dated May 22, 2014 and also incorporated provisions for circulation of Policy post amendment and obtaining annual confirmation from employees)
Review of the Policy. (Incorporated relevant
Suresh Jakhotiya
Will be placed before the Board of RIAMC and RITC for noting scheduled to be held in May 2015.
Noted by Saurabh Nanavati.
5.0
May 14, 2015
changes w.r.t SEBI circular CIR/IMD/DF/10/2014 dated May 22, 2014 and also incorporated provisions for circulation of Policy post amendment and obtaining annual confirmation from employees)
Suresh Jakhotiya
Will be placed before the Board of RIAMC and RITC for noting scheduled to be held in May 2015.
Board of Religare Invesco AMC and
6.0April 5, 2016
6.1July 5, 2016
Amendment of Securities Dealing Policy post 100% acquisition by Invesco Ltd. The Policy is now renamed as 'Personal Trading Policy'.
Names of AMC and Trustee Company were changed to reflect new names and logo was changed
Review of the Policy. (Incorporated relevant
Suresh Jakhotiya
Suresh Jakhotiya
Religare Invesco Trustee Company at their respective board meetings held on April 5, 2016.
N.A.
Will be placed before the Board of IAMI and
6.2
December 1, 2016
changes w.r.t SEBI circular
SEBI/HO/IMD/DF2/CIR/P/2016/124 dated November 17, 2016)
Suresh Jakhotiya
ITC for noting at their forthcoming meetings.
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
7.0 |
May 5, 2017 Reviewed and no changes to be made |
Suresh Jakhotiya |
7.1 |
January 10, |
Change in blackout period, covered security, |
|
Suresh Jakhotiya |
|
2018 |
definitions and other relevant changes |
|
|||
|
|
|
|||
|
|
|
|
|
|
8 |
June 28, |
Changes made pursuant to change in Code of |
|
Suresh Jakhotiya |
|
2019 |
Conduct for prohibition of Insider Trading. |
|
|||
|
|
|
Will be placed before the Board of IAMI and ITC for noting at their
respective board meetings scheduled to be held on May 15, 2017
Will be placed before the Board of IAMI and ITC for noting at their forthcoming meetings Will be placed before the Board of IAMI and ITC for noting at their forthcoming meetings
This Policy is for Invesco internal use only unless otherwise specified. No portion of this Policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or for client due diligence.
Invesco Ltd. Code of Conduct
A.Introduction
Invesco's Code of Conduct supports our Purpose of "delivering an investment experience that helps people get more out of life." This Code of Conduct ("Code of Conduct" or "Code") has been created to assist us in accomplishing our Purpose. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations ("applicable laws"). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, "Covered Persons").
Being a purpose-driven firm strengthens Invesco's culture. In practice, this means that our clients' interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders' capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.
B.Statement of General Principles
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firm's ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
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•Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest.
•Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries.
•Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection and privacy requirements imposed by many jurisdictions.
•Information - Clients must be provided with timely and accurate information regarding their accounts.
•Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property.
•Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance.
•Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the client's account.
•Relations with regulators - We seek relationships with regulators that are open and responsive in nature.
C. General Conduct
1.Fair and Honest Dealing
Covered Persons shall deal fairly and honestly with Invesco's shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2.Anti-Discrimination and Harassment
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
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Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individual's race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, gender identity, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3.Electronic Communications
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invesco's Acceptable Use Policy, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use Invesco technology systems to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.
4.Substance Abuse
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being "under the influence" of drugs at any time while on company premises or on company business is prohibited. The term "drug" includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5.Political Activities and Lobbying
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
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Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
In the United States, Invesco does support a Political Action Committee.
D.Conflicts of Interest
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of Compliance any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1.Outside Activities and Compensation
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can; however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside
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organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2.Personal Trading
Purchasing and selling securities in a Covered Person's own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Person's business unit.
3.Information Barriers, Material Non-Public Information, and Inside Information
In the conduct of our business, Covered Persons may come into possession of material non-public information or inside information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy ("Insider Trading Policy") which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invesco's securities or the securities of other publicly- traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company's securities, is prohibited by this Code of Conduct and applicable securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy and any applicable local procedures carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the company's Insider Trading Policy and any applicable local procedures may
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subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of Compliance on any questions regarding this subject and the company's Insider Trading Policy or any applicable local procedures.
4.Gifts and Relationships with Customers and Suppliers
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business unit's policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E.Compliance with Applicable Laws
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1.Anti-Bribery and Dealings with Governmental Officials
Invesco does not tolerate bribery. We, and those working on Invesco's behalf, must not offer, request, receive, give, accept or agree to accept bribes to or from anyone whether in the private or public sector with the intent to induce or reward improper performance of duties.
Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other business persons by the payment, giving or offering of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or give an advantage or anything of value to anyone including a government official, agent or employee of a government, political party, labor organization, charity, a business entity or its representatives, a candidate of a political party or their families, with the intent to induce favorable business treatment or improper performance of their business or government decisions and actions.
This policy prohibits actions intended to, for example, improperly:
•influence a specific decision or action or
•enhance future relationships or
•maintain existing relationships
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We must not request, accept or agree to accept payments or other advantages that are intended to improperly influence our decisions or actions or additionally, agree to any business relationships that are conditional on such advantages being given or received.
In general, all travel and entertainment that Covered Persons provide to existing or perspective business partners and governmental officials must be pre-approved within the appropriate business unit. If approved, and in the case of situations involving government officials, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business unit's legal counsel or the government official's supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invesco's behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions in this section extend to any consultants or agents we may retain on behalf of Invesco.
Further information can be found in the Invesco Anti-Bribery Policy. Guidance regarding genuine and allowable gifts and entertainment is set out in the Invesco Ltd Gifts and Entertainment Policy.
2.Anti-Money Laundering
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invesco's policy. Each Covered Person must comply with the applicable program.
3.Antitrust
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invesco's policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitor's marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
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4.International Issues
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the company's ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of Compliance for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of Compliance with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their "Know Your Customer" obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Department's Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the type of transaction and often change as countries' foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of Compliance.
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F.Information Management
1.Confidential Information
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions' laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invesco's competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2.Data Privacy
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws may include rules to limit transfers of such data across borders. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. In accordance with Invesco's Privacy Policy, the company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. Additionally, in accordance with Invesco policies, Covered Persons must comply with required disclosures and data security procedures applicable to their business unit.
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With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, personnel information may be reviewed or used by the company as needed to conduct its business.
G.Protecting Invesco's Assets
All Covered Persons shall strive to preserve and protect the company's assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invesco's expectations as they relate to activities or behaviors that may affect the company's assets.
1.Personal Use of Corporate Assets
Theft, carelessness and waste have a direct impact on Invesco's profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the company's legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invesco's interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use, disclosure or taking of Invesco's information, equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invesco's information, equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2.Use of Company Software
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the company's policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
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3.Computer Resources/E-mail
The company's computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4.Invesco Intellectual Property
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the company's success.
Invesco's name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the company's business. The company's and any of its subsidiaries' names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a "work made for hire" and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5.Retention of Books and Records
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, electronic data, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.
Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has
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established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers and electronic systems. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Records Management Department.
6.Sales and Marketing Materials
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared according to regulatory standards, and Compliance Department approved procedures. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H.Disclosure of Invesco Information
1.Integrity and Accuracy of Financial Records
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invesco's accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2.Disclosure in Reports and Documents
Filings and Public Materials. As a public company, it is important that the company's filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
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Disclosure and Reporting Policy. The company's policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings. Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the company's public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the company's public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Covered Persons are required to cooperate and comply with the company's disclosure controls and procedures and internal controls over financial reporting so that the company's reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3.Improper Influence on the Conduct of Audits
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invesco's and its subsidiaries' financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4.Standards for Invesco's Financial Officers
Invesco's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the "Financial Officers") are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
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Although a particular accounting treatment for one or more of Invesco's operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invesco's true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invesco's financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invesco's financial statements must be discussed with Invesco's Audit Committee and its independent auditors.
5.Communications with the Media
Invesco is focused on strategically engaging with the media and building long-term relationships with reporters in ways that align with the firm's business goals and positively contribute to its reputation in the marketplace.
Invesco employs media relations professionals who are responsible for working with colleagues across the firm as well as externally to manage our interaction with the news media. Invesco's Corporate Communications Department is responsible for formulating and directing our media relations approach and policy worldwide. Invesco employees should not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the company's media relations policy. Any contact from the news media should be referred promptly to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Corporate Communications Department.
6.Communications with Analysts and Shareholders
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invesco's relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Department.
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I.Compliance with the Code of Conduct
1.Your Responsibilities
One person's misconduct can damage our entire company's hard-earned reputation and compromise the public's trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2.Reporting Violations of the Code
As part of being accountable to each other and Invesco, all Covered Persons are required to promptly report possible violations of this Code, laws or regulations. Such violations can include, but are not limited to:
•Violations of any laws or regulations generally applicable to Invesco;
•Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, "Accounting Matters") including, but not limited to:
•fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco;
•fraud or deliberate error in the recording and maintaining of financial records of Invesco;
•deficiencies in or non-compliance with Invesco's internal accounting controls;
•misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco;
•deviation from full and fair reporting of Invesco's financial condition; or
•fraudulent or criminal activities engaged in by officers, directors or employees of Invesco.
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor or another appropriate person in your management chain. You should discuss your concern in detail and work together by following Invesco's established reporting and escalation processes in order to address the matter.
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Contact a senior member of the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your supervisor or others in your management chain, you may instead contact a senior member of the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to will ascertain the details of your concern and will work with you to ensure Invesco's reporting and escalation processes are appropriately followed in order to address the matter.
Contact the Invesco Whistleblower Hotline
If you do not wish to raise your concern via one of the first two methods, or if you and/or the individual you have reported your concern to do not feel Invesco's established reporting and escalation channels would effectively address or are not effectively addressing the matter you have raised, you may anonymously report the suspected violation(s) by calling the Invesco Whistleblower Hotline. If you are calling from a U.S. or Canadian location, dial 1-855-234-9780. For calls from all other locations, use the following link to identify a toll-free number for your country:
Link to International Toll-Free Numbers
You may also report your concern by visiting the Invesco Whistleblower Hotline website at www.invesco.ethicspoint.com.
The Invesco Whistleblower Hotline is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Invesco Whistleblower Hotline, please click here: Invesco Whistleblower Hotline.
Complaints relating to Accounting Matters will be reviewed under the Audit Committee's direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including Internal Audit and/or Compliance. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or relevant members of management.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Nothing in this process shall prohibit you from reporting possible violations of law or regulation to any governmental agency (including self-regulatory bodies) or regulator, or from making disclosures that are otherwise protected under the whistleblower provisions of applicable laws or regulations. While you are encouraged to use Invesco's internal arrangements prior to contacting an agency or regulator so Invesco may investigate the issues raised, doing so is not a condition to making a disclosure to an agency or regulator.
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However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3.Failure to Comply
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4.Annual Certification
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business unit's policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5.Other Requirements
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of Compliance before taking action.
6.Waivers of the Code
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, "Executive Officers"). For the purposes of the Code, the term "waiver" shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to Compliance. For waiver requests not involving an Executive Officer, Compliance shall forward the request to the General Counsel of the business unit for consideration.
For waiver requests involving an Executive Officer, Compliance will forward the request to General Counsel to raise to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
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Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
•is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
•will not be inconsistent with the purposes and objectives of the Code;
•will not adversely affect the interests of clients of the company or the interests of the company; and
•will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.
7.Use and Disclosure
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly (e.g., in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the company's Covered Persons.
8.Amendments
This Code may only be amended by Invesco's Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the company's filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the company's Web site.
Revised: October 2019
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