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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)
AIMTAX-EXEMPT FUNDS (INVESCOTAX-EXEMPT FUNDS)
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
INVESCO EXCHANGE FUND
INVESCO MANAGEMENT TRUST
INVESCO SECURITIES TRUST
SHORT-TERM INVESTMENTS TRUST
(Name of Registrant as Specified In Its Charter)
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AIM International Mutual Funds (Invesco International Mutual Funds) | ||||
AIM Investment Funds (Invesco Investment Funds) | ||||
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AIM EquityInvestment Funds (Invesco EquityInvestment Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM Investment Funds (Invesco Investment Funds)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Sector Funds (Invesco Sector Funds)
AIMTax-Exempt Funds (InvescoTax-Exempt Funds)
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
Invesco Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
1555 Peachtree Street, N.E.
Atlanta, Georgia 30309
September 22, 2020
purpose:
2. For all Funds, to approve an amendment to each Trust’s Agreement and Declaration of Trust that would permit fund mergers and other significant transactions upon the Board’s approval but without shareholder approval of such transactions.
3. For all Funds, to approve changing the fundamental investment restriction regarding the purchase or sale of physical commodities.
4. To approve an amendment to certain Funds’ current Master IntergroupSub-Advisory Contract to add newsub-advisers as follows (includes two(2) sub-proposals):
(a) For all Funds (other than Premier U.S. Government Money Portfolio, Invesco Short Duration High Yield Municipal Fund, Invesco Strategic Real Return Fund, Invesco Alternative Strategies Fund, Invesco Multi-Asset Inflation Fund, Invesco Multi-Asset Income Fund, Invesco Macro Allocation Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Global Opportunities Fund, Invesco Global Responsibility Equity Fund, Invesco International Companies Fund, Invesco Select Opportunities Fund, Invesco Balanced-Risk Aggressive Allocation Fund and Invesco Conservative Income Fund), to approve an amendment to the current Master IntergroupSub-Advisory Contract to add Invesco PowerShares Capital Management LLC.
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(b) For all Funds other than Premier U.S. Government Money Portfolio, to approve an amendment to the current Master IntergroupSub-Advisory Contract to add Invesco Asset Management (India) Private Limited.
5. To approve changing theeach Fund’s sub-classification from “diversified” to“non-diversified” as follows (includes two(2) sub-proposals):
(a) For Invesco Macro Allocation Strategy Fund, to approve changing the Fund’ssub-classification from “diversified” to“non-diversified” “non-diversified” and approve the elimination of a related fundamental investment restriction.
(b) For Invesco World Bond Fund, to approve changing the Fund’ssub-classification from “diversified” to“non-diversified” and approve the elimination of a related fundamental investment restriction.
6. To transact such
or postponements thereof will be transacted at the Meeting.
Shareholders may only vote at the Meeting for the Fund to which their shares relate.
January 12, 2017
AIM EquityInvestment Funds (Invesco EquityInvestment Funds) (“AEF”)
AIM Funds Group (Invesco Funds Group) (“AFG”)
AIM Growth Series (Invesco Growth Series) (“AGS”)
AIM Investment Funds (Invesco Investment Funds) (AIF”)
AIM Investment Securities Funds (Invesco Investment Securities Funds) (“AIS”)
AIM Sector Funds (Invesco Sector Funds) (“ASEF”)
AIMTax-Exempt Funds (InvescoTax-Exempt Funds) (“ATEF”)
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) (“ATST”)
Invesco Exchange Fund (“IEF”)
Invesco Management Trust (“IMT”)
Invesco Securities Trust (��IST”)
Short-Term Investments Trust (“STIT”)
1555 Peachtree Street, N.E.
Atlanta, Georgia 30309
September 22, 2020
July 28, 2020.
www.invesco.com/us.
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11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
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If you hold your shares in street name, you will not be able to vote your shares in person at the Meeting unless you have previously requested and obtained a “legalproxy power (“legal proxy”) from your broker, bank or other nominee indicating that you are the beneficial owner of the shares in the Fund(s), on the record date, and present itauthorizing you to vote along with your name and email address to Computershare, Inc. (“Computershare”) in accordance with the directions below. The letter must also state whether before the meeting you authorized a proxy to vote for you, and if so, how you instructed such proxy to vote. Requests for registration must be labeled as “Legal Proxy” and be received no later than September 16, 2020 at 5:00 p.m. Eastern Time. You will receive a confirmation of your registration and your individual control number by email after Computershare receives your registration information. Requests for registration for the Meeting.
Meeting should be directed to Computershare as follows:
Meeting virtually.
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PROPOSAL
PROPOSAL 1: ELECTION OF TRUSTEES
WHAT IS
Each Trust is governed by a Board of Trustees, which has oversight responsibility for the managementPROPOSAL
WHO ARE THE TRUSTEE NOMINEES AND HOW WERE THEY SELECTED?
ShareholdersFunds are being asked to elect 15 Trustees (the “Trustee Nominees”)approve changing each Fund’s sub-classification from a diversified fund to the Board of each Trust. Eleven of the 15 Trustee Nominees standing for election are presently members of the Boards. Two members of the Boards retired effective December 31, 2016 and are not standing forre-election. Each Board considered the qualifications of prospective Board members and has nominated and selected the Trustee Nominees and recommends that the Trustee Nominees be elected. Biographical information on each of the Trustee Nominees is provided in this Joint Proxy Statementa non-diversified fund, as defined under Proposal 1.
PROPOSAL 2: AMENDMENT OF EACH TRUST’S AGREEMENT AND DECLARATION OF TRUST
WHAT IS THE PROPOSED CHANGE?
The proposed amendments would allow the Trustees to authorize (i) a merger, consolidation or sale of assets (including, but not limited to, mergers, consolidations or sales of assets between two series of a Trust, or between a series of a Trust and a series of any other registered investment company), and (ii) the combination of two or more classes of shares of any series into a single class, each without shareholder approval. The proposed amendments would not alter the Trustees’ existing fiduciary obligations to act in the best interests of a Trust and its shareholders and would not remove any of the shareholder protections required by current federal law and state law.
WHY SHOULD SHAREHOLDERS APPROVE THIS PROPOSAL?
The proposed change would provide the Trustees with additional flexibility to make decisions that they believe are in shareholders’ best interests without causing a Fund to incur the delay and expense of soliciting shareholder approval except as required by applicable law. The Board believes that this would make the administration of the Trusts more efficient and cost-effective, and provide greater flexibility for the operations of the Trusts. The proposed changes are designed to enable the Trusts to take full advantage of the flexibility conferred by the Investment Company Act of 1940, Act, as amended (the “1940 Act”) and Delaware law.
PROPOSAL 3: AMENDMENT OF EACH FUND’S FUNDAMENTAL INVESTMENT RESTRICTION RELATED TO INVESTING IN PHYSICAL COMMODITIES
WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE THIS CHANGE?
The (“1940 Act requires investment companies to establish and disclose in their registration statements certain “fundamental” investment policies that can only be changed by shareholder vote, including a policy that restricts a fund’s ability to purchase or sell commodities. Proposal 3 would permit each Fund to purchase and sell physical commodities to the extent permitted under the 1940 Act and any other governing statute, and by the rules thereunder, and by the Securities and Exchange Commission (the “SEC”) or other regulatory agency with authority over the Fund. Since the adoption of each Fund’s current fundamental investment limitation regarding investments in commodities, the financial markets and related regulations have evolved, and new types of financial instruments have become available as potential investment opportunities. The proposed change will provide the Funds with greater flexibility to trade in the various types of modern derivative instruments; however, no change in the manner in which any Fund is managed is anticipated as a result of the implementation of the amended fundamental investment limitation.
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PROPOSAL 4: AMENDMENT TO THE MASTER INTERGROUPSUB-ADVISORY CONTRACT TO ADD INVESCO POWERSHARES CAPITAL MANAGEMENT LLC AND INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED ASSUB-ADVISERS FOR CERTAIN FUNDS
FOR WHICH FUNDS ARE SHAREHOLDERS BEING ASKED TO APPROVE THESE NEWSUB-ADVISERS?
Proposal 4 includes twosub-Proposals —sub-Proposal 4(a) andsub-Proposal 4(b) — each of which involves a separate vote.Insub-Proposal 4(a), shareholders of each Fund listed in Annex B (together, the “Identified Funds”) are being asked to approve an amendment to each Fund’s Master IntergroupSub-Advisory Contract to add Invesco PowerShares Capital Management LLC (“Invesco PowerShares”) as asub-adviser. Insub-Proposal 4(b), shareholders of all Funds, except Premier U.S. Government Money Portfolio, are being asked to approve an amendment to each Fund’s Master IntergroupSub-Advisory Contract to add Invesco Asset Management (India) Private Limited (“Invesco India”) as asub-adviser for the Funds.
WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE THESE AMENDMENTS?
Each Fund has entered into a Master IntergroupSub-Advisory Contract (the“Sub-Advisory Contract”), under which several affiliates of the Fund’s investment adviser, Invesco Advisers, Inc. (the “Adviser”), are available to serve assub-advisers for the Fund at the discretion of the Adviser. TheSub-Advisory Contract allows the Adviser and the Funds to receive investment advice and research services fromSub-Advisers (defined below) that are parties to theSub-Advisory Contract, and also permits the Adviser to grant one or more of thoseSub-Advisers investment management authority for a particular Fund, or a portion of a Fund, if the Adviser believes doing so would benefit that Fund and its shareholders. The Adviser and the Board believe that the addition of Invesco PowerShares and Invesco India to the pool ofsub-advisers available to the Funds voting onsub-Proposal 4(a) and 4(b), respectively, will benefit the Funds and their shareholders by providing the Adviser with increased flexibility in assigning portfolio managers to the Funds and will give the Funds access to additional portfolio managers and investment personnel with more specialized expertise on local companies, markets and economies or on various types of investments and investment techniques.
HOW WILL THESE AMENDMENTS AFFECT ME AS A SHAREHOLDER?
The Funds and their investment objectives will not change as a result of the amendments. To the extent assets are allocated to them, Invesco PowerShares and Invesco India will be paid by the Adviser out of its advisory fee, so there will be no additional fees or expenses for any Fund as a result of the approval of an amendment to theSub-Advisory Contract to add Invesco PowerShares or Invesco India as asub-adviser to the Fund.
PROPOSAL 5: APPROVAL OF A CHANGE IN THESUB-CLASSIFICATION UNDER THE 1940 ACT FROM DIVERSIFIED TONON-DIVERSIFIED AND ELIMINATION OF A RELATED FUNDAMENTAL INVESTMENT RESTRICTION
WHICH FUNDS ARE AFFECTED BY THIS PROPOSAL?
This proposal relates to Invesco Macro Allocation Strategy Fund (the “Macro Allocation Fund”) and Invesco World Bond Fund (“World Bond Fund””).
WHAT WILL THESE CHANGES DO IF APPROVED?
Proposal 5 includes twosub-Proposals —sub-Proposal 5(a) andsub-Proposal 5(b) — each of which involves a separate vote.Insub-Proposal 5(a), shareholders of the Macro Allocation Fund are being asked to approve changing the Fund’ssub-classification from a diversified fund to anon-diversified fund, as defined under the 1940 Act. Insub-Proposal 5(b), shareholders of the World Bond Fund are being asked to approve changing the Fund’ssub-classification from a diversified fund to anon-diversified fund, as defined under the 1940 Act. These The changes will give each of thesethe Funds the ability to invest a greater percentage of its assets in the obligations or securities of a smaller number of issuers or any one issuer than a diversified fund.
WHY ARE SHAREHOLDERS OF THESE FUNDS BEING ASKED TO APPROVE THIS CHANGE?
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with the limits of the 1940 Act. The Fund’s exposure to underlying reference assets is not expected to materially change in connection with the shift tonon-diversified fund status.
As explained more fully insub-Proposal 5(b) below, the World Bond Fund’s portfolio management team believes it will be better able to capture its investment philosophy regarding exposure to various global markets if given the ability to focus its exposures from time to time. Specifically, the Fund’s portfolio management team believes the shift tonon-diversified status will allow the Fund to target investment in a particular country’s interest rate term structure which the team believes is best reflected in that country’s government bonds. The team believes that if the Fund is reclassified asnon-diversified, it could gain exposure to various global markets more efficiently and cost effectively
VOTING PROCEDURES
HOW DO I VOTE IN PERSON?
If you do attend the Meeting, were the record owner of your shares on the Record Date, and wish to vote in person, we will provide you with a ballot prior to the vote. However, if you hold your shares in street name, you are required to obtain a “legal proxy” from your broker, bank or other nominee indicating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote. The letter must also state whether before the Meeting you authorized a proxy to vote for you and if so, how you instructed such proxy to vote. Please call the Trusts at (800)952-3502 if you plan to attend the Meeting.
HOW DO I VOTE BY PROXY?
proxy?
Proposal. Your proxy will have the authority to vote and act on your behalf at any adjournment or postponement of the Meeting. Shareholders may also transact any other business not currently contemplated that may properly come before the Meeting in the discretion of the proxies or their substitutes.
HOW DO
vote by telephone or the internet?
MAY
revoke my vote?
You may submit a proxy by telephone, via the internet, or via an alternative method of voting permitted by your broker, with a later date.
You may vote in personbeen transacted at the Meeting as set forth above underoriginally notified.
An der Welle 5
Perpetual Park
RG9 1HH
Roppongi Hills Mori Tower 14F
41/F CitibankChampion Tower
Hong Kong
26F
Suite 800
Toronto, Ontario
Canada M2N 6X7
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Suite 700
State Street Bank and Trust Company is located at 225 Franklin Street, Boston, Massachusetts 02110-2801.
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ELECTION OF TRUSTEES
Shareholders of each Trust are being asked to elect 15 Trustees (together, the “Trustee Nominees”) to the Board of the Trust of which the Fund is a series. Each Trust currently has the same Board. Eleven of the current 13 Trustees of the Board — specifically, Martin L. Flanagan, Philip A. Taylor, Bruce L. Crockett, David C. Arch, James T. Bunch, Jack M. Fields, Dr. Eli Jones, Dr. Prema Mathai-Davis, Dr. Larry Soll, Raymond Stickel, Jr. and Robert C. Troccoli — have been nominated forre-election to the Board. Additionally, each of Cynthia Hostetler, Teresa M. Ressel, Ann Barnett Stern and Christopher L. Wilson (together, the “New Nominees”) have been nominated for election to the Board for the first time. Trustees Albert R. Dowden and Suzanne H. Woolsey retired effective December 31, 2016 and are not standing forre-election. The New Nominees were recommended by a third party search firm or a current Trustee prior to their nomination as Trustees. If each Trustee Nominee is approved, the number of Board members comprising each Trust’s Board will increase from 13 to 15 Trustees.
All Trustee Nominees have consented to being named in this Joint Proxy Statement and have agreed to serve if elected. If elected, each Trustee Nominee will serve until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. In addition, it is the current policy of the Board that any trustees who are not affiliated with Invesco may serve on the Board until December 31 of the year in which the trustee turns 75. If shareholders fail to elect one or more of the Trustee Nominees, then the Board will take such further action as it deems to be in the best interests of the Trusts’ shareholders, which may include reducing the size of the Board in such a manner that a majority of the Trustees of the Trusts consist of Trustees previously elected by shareholders, or reproposing the election of any Trustee Nominees who are not elected.
In the case of any vacancy on the Board, each Trust’s Agreement and Declaration of Trust provides that the remaining Trustees may fill such vacancy by appointing a replacement or reduce the size of the Board. Any such appointment would be subject to the 1940 Act requirement regarding election of trustees.
Information Regarding the Trustee Nominees
The business and affairs of the Trusts are managed under the direction of each Board. This section of this Joint Proxy Statement provides you with information regarding each Trustee Nominee. Trustees generally serve until their successors are duly elected and qualified or until their earlier death, resignation, removal or retirement pursuant to the policy noted above. The tables below list the Trustee Nominees, their principal occupations, other directorships held by them during the past five years, and any affiliations with the Adviser or its affiliates. If all Trustee Nominees are elected, the Boards will be composed of 15 Trustees, including 13 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”).
The term “Invesco Fund Complex” includes each of theopen-end andclosed-end registered investment companies advised by the Adviser as of the Record Date. As of the date of this Joint Proxy Statement, there were 146 funds in the Invesco Fund Complex.
The mailing address of each Trustee and each Trustee Nominee is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
Name, year of Birth | Trustee Since | Principal Occupation(s) During Past 5 years | Number of Funds in Invesco Fund Complex Overseen or to be Overseen by Trustee Nominee | Other Trusteeship(s)/ | ||||
Interested Trustee Nominees | ||||||||
Martin L. Flanagan(1) — 1960 Trustee | 2007 | Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), | 146 | None | ||||
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Name, year of Birth | Trustee Since | Principal Occupation(s) During Past 5 years | Number of Funds in Invesco Fund Complex Overseen or to be Overseen by Trustee Nominee | Other Trusteeship(s)/ | ||||
Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business
Formerly: 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) | ||||||||
Philip A. Taylor(2) — 1954 Trustee and Senior Vice President | 2006 | Head of the Americas Retail and Senior Managing Director, Invesco Ltd.; Director,Co-Chairman,Co-President andCo-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee and Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management) | 146 | None | ||||
| Formerly: Director, Chief Executive Officer and President, Van Kampen Exchange Corp.; President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust only); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company), Invesco Canada Holdings Inc. (holding company), | ||||||||
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Name, year of Birth | Trustee Since | Principal Occupation(s) During Past 5 years | Number of Funds in Invesco Fund Complex Overseen or to be Overseen by Trustee Nominee | Other Trusteeship(s)/ | ||||
| Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Canada Fund Inc (corporate mutual fund company); Director and Chairman, Van Kampen Investor Services Inc.; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company) and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships) and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), and Short-Term Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. | ||||||||
Independent Trustee Nominees | ||||||||
Bruce L. Crockett — 1944 Trustee and Chair | 1978 | Chairman, Crockett Technologies Associates (technology consulting company)
Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer, COMSAT Corporation; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); Independent Directors Council and Investment Company Institute | 146 | Chairman of Audit Committee, ALPS (Attorneys Liability Protection Society) (insurance company); Member of the Audit Committee, Ferroglobe PLC (metallurgical company); Member of the Audit Committee, Investment Company Institute; Member of the Executive Committee and Chair of the Governance Committee, Independent Directors Council | ||||
David C. Arch — 1945 Trustee | 2010 | Chairman of Blistex Inc., a consumer health care products manufacturer | 146 | Board member of the Illinois Manufacturers’ Association | ||||
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Name, year of Birth | Trustee Since | Principal Occupation(s) During Past 5 years | Number of Funds in Invesco Fund Complex Overseen or to be Overseen by Trustee Nominee | Other Trusteeship(s)/ | ||||
James T. Bunch — 1942 Trustee | 2000 | Managing Member, Grumman Hill Group LLC (family office/private equity investments)
Formerly: Chairman of the Board, Denver Film Society, Chairman of the Board of Trustees, Evans Scholarship Foundation; Chairman, Board of Governors, Western Golf Association | 146 | Trustee, Evans Scholarship Foundation; Chairman of the Board, Denver Film Society | ||||
Jack M. Fields — 1952 Trustee | 1997 | Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Discovery Learning Alliance(non-profit)
Formerly: Owner and Chief Executive Officer, Dos Angeles Ranch L.P. (cattle, hunting, corporate entertainment); Director, Insperity, Inc. (formerly known as Administaff); 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 | 146 | None | ||||
Cynthia Hostetler —1962 Nominee | † | Retired
Formerly: Head of Investment Funds and Private Equity, Overseas Private Investment Corporation; President, First Manhattan Bancorporation, Inc.; and Attorney, Simpson Thacher & Bartlett LLP | 146† | Vulcan Materials Company; Trilinc Global Impact Fund; and Aberdeen Investment Funds | ||||
Eli Jones — 1961 Trustee | 2016 | Professor and Dean, Mays Business School-Texas A&M University
Formerly: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University and Director, Arvest Bank | 146 | Director of Insperity, Inc. (formerly known as Administaff) | ||||
Prema Mathai-Davis — 1950 Trustee | 2003 | Retired
Formerly: Chief Executive Officer, YWCA of the U.S.A. | 146 | None | ||||
Teresa M. Ressel — 1962 Nominee | † | Retired
Formerly: Chief Financial Officer, The Olayan Group (manufacture, wholesale, retail and distribution of various consumer, financial and industrial products and services); Chief Executive Officer, UBS Securities LLC; Group Chief Operating Officer, Americas, UBS AG; Assistant Secretary for Management and Budget and Chief Financial Officer, U.S. Department of the Treasury; Executive Change Consultant, Cigna Healthcare; Senior Vice President, Kaiser Permanente; Program Manager, Hewlett-Packard Company; Nuclear Test & Construction Engineer, General Dynamics Corporation | 146† | Atlantic Power Corporation; ON Semiconductor Corp. | ||||
Larry Soll — 1942 Trustee | 1997 | Retired
Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company) | 146 | None | ||||
Ann Barnett Stern — 1957 Nominee | † | President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution) | 146† | Federal Reserve Bank of Dallas | ||||
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Name, year of Birth | Trustee Since | Principal Occupation(s) During Past 5 years | Number of Funds in Invesco Fund Complex Overseen or to be Overseen by Trustee Nominee | Other Trusteeship(s)/ | ||||
| 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 | ||||||||
Raymond Stickel, Jr. — 1944 Trustee | 2005 | Retired
Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche | 146 | None | ||||
Robert C. Troccoli — 1949 Trustee | 2016 | Adjunct Professor, University of Denver – Daniels College of Business
Formerly: Senior Partner, KPMG LLP | 146 | None | ||||
Christopher L. Wilson — 1957 Nominee | † | Managing Partner, CT2, LLC (investing and consulting firm)
Formerly: President/Chief Executive Officer, Columbia Funds, LLC, an Ameriprise Financial, Inc. Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments | 146† | TD Asset Management USA Inc.; ISO New England, Inc. | ||||
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Board Qualifications and Experience
Interested Trustee Nominees.
Martin L. Flanagan, Trustee
Martin L. Flanagan has been a member of the Board of Trustees of the Invesco Funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of Invesco Ltd.
Mr. Flanagan joined Invesco, Ltd. from Franklin Resources, Inc., where he was president andco-chief executive officer from January 2004 to July 2005. Previously he had been Franklin’sco-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.
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Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds since 2006. Mr. Taylor has headed Invesco’s North American retail business as Senior Managing Director of Invesco Ltd. since April 2006. He previously served as chief executive officer of Invesco Trimark Investments since January 2002.
Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer.
Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to 1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to 1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from 1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with Richardson-Vicks, now part of Procter & Gamble.
The Board believes that Mr. Taylor’s long experience in the investment management business benefits the Funds.
Independent Trustee Nominees.
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 he is a life trustee of the University of Rochester Board of Trustees. He is a member of the Audit Committee of the Investment Company Institute and Ferroglobe PLC (metallurgical company). He is also a member of the Executive Committee and Chair of the Governance Committee of the Independent Directors Council.
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.
James T. Bunch, Trustee
James T. Bunch has been a member of the Board of Trustees of the Invesco Funds since 2000.
From 1988 to 2010, Mr. Bunch was Founding Partner of Green Manning & Bunch, Ltd., an investment banking firm previously located in Denver, Colorado. Mr. Bunch began his professional career as a practicing attorney. He joined the prominent Denver-based law firm of Davis Graham & Stubbs in 1970 and later rose to the position of Chairman and Managing Partner of the firm.
At various other times during his career, Mr. Bunch has served as Chair of the National Association of Securities Dealers, Inc. (NASD) Business District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee.
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In June 2010, Mr. Bunch became the Managing Member of Grumman Hill Group LLC, a family office private equity investment manager.
The Board believes that Mr. Bunch’s experience as an investment banker and investment management lawyer benefits the Funds.
Jack M. Fields, Trustee
Jack M. Fields has been a member of the Board of Trustees of the Invesco Funds since 1997.
Mr. Fields served as a member of Congress, representing the 8th Congressional District of Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal Communications Commission and the SEC. Mr. Fieldsco-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Securities Litigation Reform Act.
Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group, Inc. in Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government affairs.
Mr. Fields also served as a Director of Insperity, Inc. (formerly known as Administaff), a premier professional employer organization with clients nationwide until 2015. In addition, Mr. Fields sits on the Board of Discovery Learning Alliance, a nonprofit organization dedicated to providing educational resources to people in need around the world through the use of technology.
The Board believes that Mr. Fields’ experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Funds.
Cynthia Hostetler
Cynthia Hostetler is currently a member of the board of directors/trustees of the Vulcan Materials Company, a public company engaged in the production and distribution of construction materials, Trilinc Global Impact Fund LLC, a publicly registerednon-traded limited liability company that invests in a diversified portfolio of private debt instruments, and the Aberdeen Investment Funds, a mutual fund complex. Previously, Ms. Hostetler served as a member of the board of directors of Edgen Group Inc., a public company that provides products and services to energy and construction companies, from 2012 to 2013, prior to its sale to Sumitomo.
From 2001 to 2009 Ms. Hostetler served as Head of Investment Funds and Private Equity at Overseas Private Investment Corporation (“OPIC”), a government agency that supports US investment in the emerging markets. Ms. Hostetler oversaw a multi-billion dollar investment portfolio in private equity funds. Prior to joining OPIC, Ms. Hostetler served as President and member of the board of directors of First Manhattan Bancorporation, a bank holding company, and its largest subsidiary, First Savings Bank, from 1991 to 2001.
The Board believes that Ms. Hostetler should be elected to serve as an Independent Trustee because of her 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.
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.
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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, andFrito-Lay. Dr. Jones is a past director of Arvest Bank. He received his Bachelor of Science degree in journalism in 1982, his MBA in 1986 and his Ph.D. in 1997, all from Texas A&M University.
The Board believes that Dr. Jones’ experience in academia and his experience in marketing benefits the Funds.
Dr. Prema Mathai-Davis, Trustee
Dr. Prema Mathai-Davis has been a member of the Board of Trustees of the Invesco Funds since 1998.
Prior to her retirement in 2000, Dr. Mathai-Davis served as Chief Executive Officer of the YWCA of the USA. Prior to joining the YWCA, Dr. Mathai-Davis served as the Commissioner of the New York City Department for the Aging. She was a Commissioner of the Metropolitan Transportation Authority of New York, the largest regional transportation network in the U.S. Dr. Mathai-Davis also serves as a Trustee of the YWCA Retirement Fund, the first and oldest pension fund for women, and on the advisory board of the Johns Hopkins Bioethics Institute. Dr. Mathai-Davis was the president and chief executive officer of the Community Agency for Senior Citizens, anon-profit social service agency that she established in 1981. She also directed the Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of its kind.
The Board believes that Dr. Mathai-Davis’ extensive experience in running public and charitable institutions benefits the Funds.
Teresa M. Ressel
Teresa M. Ressel has previously served across both the private sector and the U.S. government. Formerly, Ms. Ressel served from 2004 to 2012 in various capacities at UBS AG, including most recently as Chief Executive Officer of UBS Securities LLC, a broker-dealer division of UBS Investment Bank, and Group Chief Operating Officer of the Americas group at UBS AG. In these roles, Ms. Ressel managed a broad array of operational risk controls, supervisory control, regulatory, compliance, and logistics functions covering the United States and Canada, as well as banking activities covering the Americas.
Between 2001 and 2004, Ms. Ressel served at the U.S. Treasury first as Deputy Assistant Secretary for Management and Budget and then as Assistant Secretary for Management and Chief Financial Officer. Ms. Ressel was confirmed by the U.S. Senate and handles a broad array of management duties including finance & accounting, operational risk, audit and performance measurement along with information technology and infrastructure security.
Ms. Ressel also currently serves as a member of the board of directors and as a member of the audit committee of ON Semiconductor Corporation, a publicly traded technology company. Ms. Ressel currently chairs their Corporate Governance and Nominating Committee. ON Semiconductor is a leading supplier of semiconductor-based solutions, many of which reduce global energy use. She has served on the ON Semiconductor board since 2012.
Ms. Ressel also currently serves as a member of the board of directors at Atlantic Power, a publicly traded company which owns and operates a diverse fleet of power generation across the United States and Canada. She serves on the audit committee and compensation committees and has been on the Atlantic Power board since 2014.
The Board believes that Ms. Ressel should be elected to serve as an Independent Trustee because of her extensive knowledge of risk management and financial services in both the public and private sectors, her experience as a director and audit committee member of other companies, and other professional experience gained through her prior employment.
Dr. Larry Soll, Trustee
Dr. Larry Soll has been a member of the Board of Trustees of the Invesco Funds since 1997.
Formerly, Dr. Soll was Chairman of the Board (1987 to 1994), Chief Executive Officer (1982 to 1989; 1993 to 1994) and President (1982 to 1989) of Synergen Corp., a public company, and in such capacities supervised the activities of the Chief Financial Officer. Dr. Soll also has served as a director of three other public companies and as treasurer of anon-profit corporation. Dr. Soll currently serves as a trustee and a member of the Audit Committee of each of the funds within the Invesco Funds.
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The Board believes that Dr. Soll’s experience as a chairman of a public company benefits the Funds.
Ann Barnett Stern
Ann Barnett Stern is currently the President and Chief Executive Officer of Houston Endowment Inc., a private philanthropic institution. She has served in this capacity since 2012. Formerly, Ms. Stern served in various capacities at Texas 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 should be elected to serve as an Independent Trustee because of her knowledge of financial services and investment management, her experience as a director, and other professional experience gained through her prior employment.
Raymond Stickel, Jr., Trustee
Raymond Stickel, Jr. has been a member of the Board of Trustees of the Invesco Funds since 2005.
Mr. Stickel retired after a35-year career with Deloitte & Touche. For the last five years of his career, he was the managing partner of the investment management practice for the New York, New Jersey and Connecticut region. In addition to his management role, he directed audit and tax services for several mutual fund clients.
Mr. Stickel began his career with Touche Ross & Co. (the Firm) in Dayton, Ohio, became a partner in 1976 and managing partner of the office in 1985. He also started and developed an investment management practice in the Dayton office that grew to become a significant source of investment management talent for the Firm. In Ohio, he served as the audit partner on numerous mutual funds and on public and privately held companies in other industries. Mr. Stickel has also served on the Firm’s Accounting and Auditing Executive Committee.
The Board believes that Mr. Stickel’s experience as a partner in a large accounting firm working with investment managers and investment companies, and his status as an Audit Committee Financial Expert, benefits the Funds.
Robert C. Troccoli, Trustee
Robert C.Troccoli has been a member of the Board of Trustees of the Invesco Funds since 2016.
Mr. Troccoli retired in 2010 after a39-year career with KPMG LLP. Since 2013 he has been 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.
Christopher L. Wilson
Christopher L. Wilson started a career in the investment management business in 1980. From 2004 to 2009, Mr Wilson served as President and Chief Executive Officer of Columbia Funds, a mutual fund complex with over $350 billion in assets. Mr. Wilson is currently a Managing Partner of CT2, LLC, an early stage investing and consulting firm forstart-up companies. He has served in this capacity since 2009.
From 2014 to 2016, Mr. Wilson served as a member of the Board of Directors of the mutual fund company managed by TDAM USA Inc., an affiliate of TD Bank, N.A.
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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 ofISO-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 should be elected to serve as an Independent Trustee because of his extensive 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.
Trustee Nominee and Trustee Ownership of Fund Shares
As of October 31, 2016, each Trustee Nominee and Trustee beneficially owned shares of the Funds and, on an aggregate basis, any funds in the Invesco Fund Complex overseen by the Trustee Nominee in the amounts specified in Annex C.
Board Leadership Structure
Each Board has appointed an Independent Trustee to serve in the role of Chairman of the Board. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board and matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to a Fund’s charter documents, 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 otherwise imposed on such person as a member of the Board, generally. As discussed below, the Board has established committees to assist the Board in performing its oversight responsibilities.
Board Role in 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 each of the Investments Committee, Audit Committee, Compliance Committee, Governance Committee and Valuation, Distribution and Proxy Oversight Committee (as further described below) (for purposes of this section only, the “Risk Committees”). These Risk Committees in turn report to the full Board and recommend actions and approvals for the full Board to take.
The Adviser, or its affiliates, prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the Risk Committees also receive special written reports or presentations on a variety of risk issues at the request of the Board, a Risk Committee or the Senior Officer.
The Investments Committee and itssub-committees receive regular written reports describing and analyzing the investment performance of the 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 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 Invesco Ltd.’s internal audit group to review reports on their examinations of functions and processes within the Adviser that affect the Funds.
The Compliance Committee receives regular compliance reports prepared by the Adviser’s compliance group and meets regularly with each Fund’s Chief Compliance Officer (the “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 specifically designed to detect, prevent and correct violations of the federal securities laws.
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The Governance Committee monitors the composition of the Board and each of the Risk 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 Valuation, Distribution and Proxy Oversight Committee monitors fair valuation of portfolio securities based on management reports that include explanations of the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities in Fund portfolios.
Compensation of Trustees
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 Chairman of the Board and Chair of each Committee (defined below) andSub-Committee receive additional compensation for their services. Compensation received by the Trustees of the Funds as of December 31, 2015 is shown in Annex D hereto.
Board Meetings
In addition to regularly scheduled meetings each year, the Board holds special meetings and/or conference calls to discuss specific matters that may require action prior to the next regular meeting. The table below includes the number of times the Board met during each Trust’s fiscal year. Each Trustee who is standing forre-election attended at least 75% of the aggregate of: (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which the Trustee served. Trustees are encouraged to attend regular shareholder meetings, but the Board has no set policy requiring Board member attendance at such meetings. In addition, no Trust held, or was required to hold, an annual meeting at which Board members were elected during the Trust’s last fiscal year.
The following table sets forth information regarding the number of meetings held by each Board and each committee of each Board for each Trust’s most recently completed fiscal year.
| Board | Audit Committee | Compliance Committee | Governmance Committee | Investments Committee | Valuation, Distribution and Proxy Oversight Committee | |||||||
ACST(1) | 8 | 12 | 5 | 6 | 6 | 6 | ||||||
AEF(2) | 9 | 12 | 4 | 6 | 6 | 6 | ||||||
AFG(3) | 8 | 6 | 5 | 6 | 6 | 6 | ||||||
AGS(3) | 8 | 6 | 5 | 6 | 6 | 6 | ||||||
AIMF(2) | 9 | 12 | 4 | 6 | 6 | 6 | ||||||
AIF(2) | 9 | 12 | 4 | 6 | 6 | 6 | ||||||
AIS(4) | 8 | 7 | 5 | 6 | 6 | 6 | ||||||
ASEF(5) | 8 | 7 | 5 | 6 | 6 | 6 | ||||||
ATEF(4) | 8 | 7 | 5 | 6 | 6 | 6 | ||||||
ATST(1) | 8 | 12 | 5 | 6 | 6 | 6 | ||||||
IEF(3) | 8 | 6 | 5 | 6 | 6 | 6 | ||||||
IMT(1) | 8 | 12 | 5 | 6 | 6 | 6 | ||||||
IST(2) | 9 | 12 | 4 | 6 | 6 | 6 | ||||||
STIT(1) | 8 | 12 | 5 | 6 | 6 | 6 |
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Board Committees
The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee and the Valuation, Distribution and Proxy Voting Oversight Committee (the “Committees”). The table above includes the number of meetings each Committee held during the Trust’s last fiscal year.
Audit Committee
The members of the Audit Committee are Messrs. Arch, Bunch, Crockett, Stickel (Chair) and Troccoli (Vice Chair) and Dr. Soll. The Audit Committee performs a number of functions with respect to the oversight of the Funds’ accounting and financial reporting, including: (i) assisting the Board with its oversight of the qualifications, independence and performance of the independent registered public accountants; (ii) appointing independent registered public accountants for the Funds; (iii) to the extent required,pre-approving certain audit and permissiblenon-audit services; (iv) overseeing the financial reporting process for the Funds; and (v) assisting the Board with its oversight of the integrity of the Funds’ financial statements and compliance with legal and regulatory requirements.
Compliance Committee
The members of the Compliance Committee are Messrs. Bunch (Vice Chair), Stickel and Troccoli, and Dr. Soll (Chair). The Compliance Committee performs a number of functions with respect to compliance matters, including: (i) if requested by the Board, reviewing and making recommendations concerning the qualifications, performance and compensation of the Funds’ CCO and Senior Officer; (ii) reviewing recommendations and reports made by the CCO or Senior Officer of the Funds regarding compliance matters; (iii) overseeing compliance policies and procedures of the Funds and their service providers; and (iv) overseeing potential conflicts of interest that are reported to the Compliance Committee by the Adviser, the CCO, or the Senior Officer.
Governance Committee
The members of the Governance Committee are Messrs. Arch, Crockett, and Fields (Chair) and Drs. Jones and Mathai-Davis (Vice Chair). All of the members of the Governance Committee are Independent Trustees. The Board has adopted and approved a formal written charter for the Governance Committee. The Governance Committee’s charter is available at www.invesco.com/us.
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 Chairman of the Board and the Chair and Vice-Chair of each Committee; (ii) reviewing and making recommendations to the full Board regarding the size and composition of the Board and the compensation payable to the Independent Trustees; and (iii) overseeing the annual self-evaluation of the performance of the Board and its Committees.
The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. Notice procedures set forth in each Trust’s Bylaws require that any shareholder of a Fund desiring to nominate a candidate for election at a special 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 prior to the meeting or the tenth day following the public announcement of the date of the meeting and not earlier than the close of business on the 120th day prior to the date of the meeting.
While the Governance Committee believes that there are no specific minimum qualifications for a nominee to possess or any specific qualities or skills that are necessary, in considering a candidate’s qualifications, the Governance Committee may consider, among other things: (1) whether or not the person is an “interested person,” as defined in the 1940 Act, and is otherwise qualified under applicable laws and regulations to serve as a trustee of the Funds; (2) whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of, a trustee; (3) whether the person can make a positive contribution to the Board and the Funds, with consideration being given to the person’s specific experience, education, qualifications and other skills; and (4) whether the person is of good character and high integrity, and whether the person has other desirable personality traits, including independence, leadership and the ability to work with other Board members. The Governance Committee has not adopted any specific policy on the issue of diversity, but will take this into account, among other factors, in its consideration of new candidates to the Board.
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Investments Committee
The members of the Investments Committee are Messrs. Arch (Vice Chair), Bunch (Chair), Crockett, Fields, Flanagan, Stickel, Taylor and Troccoli (Vice Chair) and Drs. Jones (Vice Chair), Mathai-Davis and Soll. The Investments Committee’s primary purposes are to assist the Board in its oversight of the investment management services provided by the Adviser and theSub-Advisers and to periodically review Fund performance information.
The Investments Committee has established threeSub-Committees and delegated to theSub-Committees responsibility for, among other matters: (i) reviewing the performance of the Funds that have been assigned to a particularSub-Committee (for eachSub-Committee, the “Designated Funds”), unless the Investments Committee takes such action directly; and (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies, risks and limitations of the Designated Funds.
Valuation, Distribution and Proxy Oversight Committee
The members of the Valuation, Distribution and Proxy Oversight Committee are Mr. Fields, and Drs. Jones (Vice Chair) and Mathai-Davis (Chair). The Valuation, Distribution and Proxy Oversight Committee performs a number of functions with respect to valuation, distribution and proxy voting, including: (i) reviewing reports and making recommendations to the full Board regarding the Funds’ valuation and liquidity methods and determinations, and annually approving and making recommendations to the full Board regarding pricing procedures and procedures for determining the liquidity of securities; (ii) reviewing the Adviser’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; and (iv) reviewing reports and making recommendations to the full Board regarding proxy voting guidelines, policies and procedures.
Shareholder Communications
Shareholders may send communications to each Fund’s Board. Shareholders should send communications intended for the Board or for a Trustee by addressing the communication directly to the Board or individual Trustee and/or otherwise clearly indicating that the communication is for the Board or individual Trustee and by sending the communication to either the office of the Secretary of the applicable Fund or directly to such Trustee at the address specified for such Trustee above. Other shareholder communications received by any Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s discretion based on the matters contained therein.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE TRUSTEE NOMINEES.
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PROPOSAL 2
AMENDMENT OF EACH TRUST’S AGREEMENT AND DECLARATION OF TRUST
Each Trust is organized as a Delaware statutory trust under Delaware law. The operations of the Trusts are governed by their respective Agreements and Declarations of Trust (the Trusts’ existing Agreements and Declarations of Trust, as amended to date, the “Existing Declarations of Trust”). The Board is recommending that shareholders approve amendments to the Existing Declarations of Trust to allow the Trustees to authorize (i) a merger, consolidation or sale of assets (including, but not limited to, mergers, consolidations or sales of assets between two series of a Trust, or between a series of a Trust and a series of any other registered investment company) (together, “significant transactions”), and (ii) the combination of two or more classes of shares of any series into a single class, each without shareholder approval. A form of the amendment to the Existing Declaration of Trust proposed to be adopted by each Trust (the “Declaration of Trust Amendment”) is attached hereto as Annex E. The proposed changes to the Existing Declarations of Trust will provide the Trustees with additional flexibility to make decisions that they believe are in shareholders’ best interests without causing a Fund to incur the delay and expense of soliciting shareholder approval except as required by applicable law. Although the Trustees’ authority to effect significant transactions and combinations of share classes would be expanded under the Declaration of Trust Amendment, the Boards’ consideration of significant transactions and combinations of share classes would still be subject to applicable requirements under the 1940 Act and Delaware law, and shareholders would be protected by the same Board oversight process currently in place for the Funds.
The 1940 Act and rules thereunder permit investment company boards to authorize significant transactions without first seeking shareholder approval if certain conditions are met. Delaware law also affords boards of trustees the authority to approve significant transactions without the added procedural step of shareholder approval. Specifically, a Delaware statutory trust is permitted to provide in its declaration of trust that significant transactions may be effected upon board approval. Under the Existing Declarations of Trust, however, a significant transaction of a Trust or any series thereof generally requires shareholder approval, even when shareholder approval of the transaction is not otherwise required by applicable law. Accordingly, the amendments are designed to provide the Trusts’ governing documents with the full scope of flexibility conferred by the 1940 Act and Delaware law. In addition, most modern investment company charter documents allow funds to take similar actions with Board approval. Thus, the changes would also align the Trusts’ governing documents with those of similar investment companies, which generally provide for Board approval of significant transactions. Each Board believes that it is in the best interests of shareholders to modernize the Existing Declarations of Trust to permit the Board to authorize significant transactions without shareholder approval consistent with the Delaware law and the 1940 Act and related rules thereunder.
The proposed changes are also intended to make the administration of the Trusts more efficient and cost-effective, and to provide greater flexibility for the operations of the Trusts. The changes would provide each Board with additional flexibility to make decisions that the Board determines are in the best interests of shareholders when considering a significant transaction of a Trust or a Fund without causing the Trust or Fund to incur the time and expense of soliciting shareholder approval unless it is required by applicable law. Accordingly, it is expected that the Declaration of Trust Amendment will save shareholders the considerable expense associated with future shareholder meetings.The Declaration of Trust Amendment would not alter the Trustees’ existing fiduciary obligations to act in the best interests of the Funds and their shareholders and would not remove any of the shareholder protections required by current federal law and state law. The Declaration of Trust Amendment will not change the investment objectives or investment strategies of the Funds.Shareholders would also receive adequate notice of any significant transaction authorized by a Board pursuant to the Declaration of Trust Amendment.
If the Declaration of Trust Amendment is adopted, shareholders will continue to benefit from the rights and protections afforded under the 1940 Act with respect to significant transactions and would retain the right to vote on certain transactions. For example, Rule17a-8 under the 1940 Act requires reorganizations involving affiliated funds to be approved by the shareholders of the fund being acquired unless certain conditions are satisfied. Shareholder approval of a merger or reorganization would also be required where, for example, there are material differences in the fundamental policies or advisory contracts of the relevant funds, or if the acquiring fund paid a distribution(12b-1) fee that was higher than the acquired fund’s12b-1 fee.
The Declaration of Trust Amendment would also clarify the Trustees’ authority to combine the shares of two or more classes of any series into a single class without shareholder approval. The Trustees’ exercise of this authority under the Declaration of Trust Amendment would be subject to any applicable provisions of the 1940 Act, and the rules adopted
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thereunder, and Delaware law. The Existing Declarations of Trust are silent with respect to such share class combinations. The clarification is designed to explicitly affirm that the Trustees have the flexibility when considering an intra-fund share class combination to make decisions that they believe are in shareholders’ best interests without causing the Fund to incur the time and expense of soliciting shareholder approval.
If the shareholders of each Trust do not approve Proposal 2 to amend the Existing Declarations of Trust, the Board will continue to be required to obtain shareholder approval to enter into mergers, consolidations and similar transactions, and to combine shares of two or more classes of any series into a single class.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT
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PROPOSAL 3
AMENDMENT OFAPPROVE CHANGING EACH FUND’S FUNDAMENTAL INVESTMENT RESTRICTION RELATEDSUB-CLASSIFICATION FROM “DIVERSIFIED” TO INVESTING IN PHYSICAL COMMODITIES
The shareholders of each Fund are being asked to approve an amendment to the fundamental investment limitation of the Fund regarding its investments in commodities.
Under the 1940 Act, a fund’s investment policy relating to the purchase and sale of commodities must be fundamental (i.e., the investment policy may only be changed with shareholder approval). The Funds have previously adopted the fundamental investment limitations regarding investments in commodities listed in Annex F for each Fund.
Since the adoption of the Funds’ current fundamental investment limitations regarding commodities, the financial markets and related regulation by the U.S. Commodity Futures Trading Commission and other governmental agencies have evolved, and new types of financial instruments have become available as potential investment opportunities, including transactions in commodity-linked instruments. The Adviser considers the proposed amended fundamental investment limitation to be well-suited to today’s regulatory and investment environments and believes that it will provide greater clarity with respect to the scope of the restriction in light of the evolved landscape. Specifically, the proposed change is intended to: (i) simplify and standardize the Funds’ current policies; (ii) provide the Funds greater flexibility with respect to the use of commodity-related investments in pursuing their respective investment objectives and strategies; and (iii) preserve the Funds’ ability to trade in a variety of modern derivative instruments including, but not limited to, futures contracts, forward contracts, options and swaps.
The Adviser does not anticipate any changes to the manner in which any of the Funds will be managed as a result of the implementation of the amended fundamental investment limitation. Generally, the Funds (except for Invesco Gold & Precious Metals Fund) do not plan to purchase or sell any physical commodities and this will not change as a result of the implementation of the amended fundamental investment limitation. Funds that may currently invest in derivative instruments will continue to be permitted to do so, subject to each Fund’s objective, principal strategies and policies as set forth in its Prospectus and Statement of Additional Information.
If approved by shareholders of a Fund, the Proposal will be effective for each Fund as of the date that the shareholders of the Fund are notified that the change will be made, through either (a) a supplement to such Fund’s prospectus and/or SAI, or (b) revisions to such documents at the time of the annual update to a Fund’s registration statement, reflecting such changes to the Fund’s fundamental investment limitation.
Proposed Fundamental Investment Limitation:
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.
Notwithstanding the greater flexibility provided by the proposed fundamental investment limitation, each Fund would be subject to limitations established, from time to time, by the applicable Board. It is not currently anticipated that the proposed amendment to the investment limitation relating to commodities would result in any change in the Funds’ current investment strategies or lead to additional material risk at this time. However, should the Adviser believe that a Fund’s investment strategy or material risks should be modified in the future, the Adviser would request the approval of the applicable Board for any such material modification.
If Proposal 3 is not approved by shareholders of each Fund, the fundamental investment restriction prohibiting each Fund from purchasing or selling physical commodities, unless acquired as a result of ownership of securities or other instruments, will remain in effect.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE FUNDAMENTAL INVESTMENT LIMITATION REGARDING INVESTMENTS IN PHYSICAL COMMODITIES.
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PROPOSAL 4
APPROVAL OF AN AMENDMENT TO THE MASTER INTERGROUPSUB-ADVISORY CONTRACT TO ADD INVESCO POWERSHARES CAPITAL MANAGEMENT LLC“NON-DIVERSIFIED” AND INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED ASSUB-ADVISERS FOR CERTAIN FUNDS
Proposal 4 includes twosub-Proposals —sub-Proposal 4(a) andsub-Proposal 4(b) — each of which involves a separate vote.Sub-Proposal 4(a)only applies to the Funds identified in Annex B (the “Identified Funds”).Sub-Proposal 4(b) applies to all Fundsexcept Premier U.S. Government Money Portfolio. For purposes of the discussion under this Proposal 4, the terms “Fund” and “Funds” will include all Funds (including the Identified Funds)except Premier U.S. Government Money Portfolio.
ExistingSub-Advisory Contract
In 2007, a Master IntergroupSub-Advisory Contract (the“Sub-Advisory Contract”) was approved by shareholders of certain Funds then in existence, under which several affiliates of the Adviser would be available to serve assub-advisers for such Funds at the discretion of the Adviser (the “ExistingSub-Advisers”). The date that each Fund individually approved theSub-Advisory Contract, the date theSub-Advisory Contract was last submitted to shareholders for each Fund, the purpose of such submission and the rate of compensation and aggregate amount of fees paid to the ExistingSub-Advisers on behalf of each Fund during each Fund’s last fiscal year are provided in Annex G.
Pursuant tosub-Proposal 4(a), the shareholders of each Identified Fund are now being asked to approve an amendment to theSub-Advisory Contract to add Invesco PowerShares Capital Management LLC (“Invesco PowerShares”) as asub-adviser for the Identified Funds. This amendment would create a newsub-advisory agreement between the Adviser and Invesco PowerShares on behalf of the Identified Funds (the “PowerSharesSub-Advisory Agreement”).
In addition, pursuant tosub-Proposal 4(b), the shareholders of each Fund are now being asked to approve an amendment to theSub-Advisory Contract to add Invesco Asset Management (India) Private Limited (“Invesco India”) as asub-adviser for the Funds. This amendment would create a newsub-advisory agreement between the Adviser and Invesco India on behalf of the Funds (the “IndiaSub-Advisory Agreement”).
Invesco PowerShares and Invesco India are together referred to as the “ProposedSub-Advisers.” The PowerSharesSub-Advisory Agreement and the IndiaSub-Advisory Agreement are together referred to as the “ProposedSub-Advisory Agreements.”
Reasons for Adding the ProposedSub-Advisers to the ExistingSub-Advisory Contract
TheSub-Advisory Contract allows the Adviser and the Funds to receive investment advice and research services from the ExistingSub-Advisers, and also permits the Adviser to grant one or more of the ExistingSub-Advisers investment management authority for a particular Fund, or a portion of a Fund, if the Adviser believes doing so would benefit that Fund and its shareholders. Like the ExistingSub-Advisers, the ProposedSub-Advisers conduct research and compile information and make recommendations on (i) the markets and economies of certain countries and securities of companies located in such countries, and/or (ii) various specific types of investments and investment techniques, and provide related investment advisory services.
The Adviser and the Board believe that the addition of Invesco India to the pool ofsub-advisers available to the Funds, and the addition of Invesco PowerShares to the pool ofsub-advisers available to the Identified Funds, if approved by shareholders, will benefit the Funds and their shareholders by providing the Adviser with increased flexibility in assigning portfolio managers to the Funds, and will give the Funds access to portfolio managers and investment personnel located in other offices, who may have more specialized expertise on local companies, markets and economies or on various types of investments and investment techniques. Additionally, the Adviser and the Board believe that the Funds and their shareholders may benefit from giving the ProposedSub-Advisers the ability to execute portfolio transactions for the Funds. This ability should, in some cases, enable the Funds to participate more fully in trading sessions of foreign exchanges and to react more quickly to changing market conditions around the world.
Changes to your Fund if the ProposedSub-Advisory Agreements are Approved
If the ProposedSub-Advisory Agreements are approved, Invesco India will be added to the pool ofsub-advisers available to the Funds, and Invesco PowerShares will be added to the pool ofsub-advisers available to the Identified Funds, as described above. Otherwise, the approval of the ProposedSub-Advisory Agreements will not result in any changes to your
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Fund, except to the extent certain portfolio managers of the ProposedSub-Advisers are assigned to your Fund, as described above. Each Fund’s current portfolio managers are disclosed in that Fund’s prospectus. Any changes to a Fund’s portfolio managers also will be disclosed in a supplement to that Fund’s prospectus or a new prospectus.
In addition, under the ProposedSub-Advisory Agreements, the Adviser, not the Funds, will be responsible for the payment of fees to the ProposedSub-Advisers. Therefore, the fees and expenses of each Fund under theSub-Advisory Contract will not change as a result of the approval of the ProposedSub-Advisory Agreements.
Material Terms of the ProposedSub-Advisory Agreements
Other than the addition of the ProposedSub-Advisers to theSub-Advisory Contract, the material terms of the ProposedSub-Advisory Agreements will be the same as the material terms of theSub-Advisory Contract. The material terms of theSub-Advisory Contract are as follows:
TheSub-Advisory Contract provides that the Adviser may, in its discretion, appointsub-advisers, which, ifsub-Proposals 4(a) and 4(b) are approved by shareholders of the Identified Funds and Funds, respectively, will include the ExistingSub-Advisers and the ProposedSub-Advisers (together, the “AffiliatedSub-Advisers”), to provide one or more of the following services: (i) investment advice to one or more of the Funds for all or a portion of its investments; (ii) placing orders for the purchase and sale of portfolio securities or other investments for one or more of the Funds; or (iii) discretionary investment management of all or a portion of the investments of one or more of the Funds. TheSub-Advisory Contract provides that the services and the portion of the investments of each Affected Fund to be advised or managed by each AffiliatedSub-Adviser shall be as agreed from time to time by the Adviser and the respective AffiliatedSub-Adviser. With respect to the portion of the investments of a Fund under its management, each AffiliatedSub-Adviser is authorized, subject to the supervision of the Adviser and the Board, 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 AffiliatedSub-Adviser may select; and (iii) upon the request of the Adviser, provide additional investment management services to the Fund, including but not limited to managing the Fund’s cash and cash equivalents and lending securities on behalf of the Fund.
Each AffiliatedSub-Adviser agrees under theSub-Advisory Contract 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 AffiliatedSub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, the Adviser’s other clients, or an AffiliatedSub-Adviser’s other clients with research, analysis, advice and similar services. Each AffiliatedSub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to such AffiliatedSub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and such AffiliatedSub-Adviser to the Funds and their other clients, and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term.
TheSub-Advisory Contract requires that whenever an AffiliatedSub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by such AffiliatedSub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.
TheSub-Advisory Contract requires that, in all matters relating to its performance, each AffiliatedSub-Adviser act in conformity with the Agreements and Declarations of Trust,By-Laws and registration statements of the Funds, and with the instructions and directions of the Adviser and the Board, and that each AffiliatedSub-Adviser comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders andno-action positions thereunder, and all other applicable laws and regulations.
TheSub-Advisory Contract provides that, to the extent an AffiliatedSub-Adviser provides only investment advice or trading services to the Adviser and the Funds, it will do so for no compensation from either the Adviser or the Funds.
TheSub-Advisory Contract provides that, to the extent an AffiliatedSub-Adviser manages a portion of a Fund’s investments, the fee that the Adviser will pay such AffiliatedSub-Adviser, computed daily and paid monthly, will
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TheSub-Advisory Contract requires each AffiliatedSub-Adviser to maintain all books and records of the securities transactions of the Funds in compliance with the requirements of the federal securities laws and to furnish the Board and the Adviser with periodic and special reports as the Board or the Adviser reasonably may request.
TheSub-Advisory Contract requires each AffiliatedSub-Adviser to maintain compliance procedures for the Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws and the investment objective(s) and policies as stated in the Funds’ prospectuses and statements of additional information.
TheSub-Advisory Contract requires each AffiliatedSub-Adviser at its expense to make its portfolio managers and other appropriate investment personnel available to the Board and the Adviser, at reasonable times, either in person or, at the mutual convenience of the Adviser and the AffiliatedSub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Funds, and to consult with the Board and the Adviser regarding the Funds’ investment affairs, including economic, statistical and investment matters related to the AffiliatedSub-Adviser’s duties, and to provide periodic reports to the Adviser relating to the investment strategies it employs.
TheSub-Advisory Contract requires each AffiliatedSub-Adviser to assist in the fair valuation of portfolio securities held by the Funds.
TheSub-Advisory Contract requires each AffiliatedSub-Adviser, upon the Adviser’s request, to review draft reports to shareholders and other documents and provide comments on a timely basis.
TheSub-Advisory Contract includes an express representation and warranty by each AffiliatedSub-Adviser that it has adopted a code of ethics meeting the requirements of applicable law.
TheSub-Advisory Contract requires each AffiliatedSub-Adviser, unless otherwise directed by the Adviser or the Board, to vote all proxies received in accordance with the Adviser’s proxy voting policy or, if the AffiliatedSub-Adviser has a proxy voting policy approved by the Board, such AffiliatedSub-Adviser’s proxy voting policy.
TheSub-Advisory Contract requires each AffiliatedSub-Adviser to provide the Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Funds.
TheSub-Advisory Contract will continue from year to year for each Fund only if continuance is specifically approved at least annually by (i) the Board or the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, and (ii) the vote of a majority of independent trustees cast at a meeting called for that purpose. TheSub-Advisory Contract is terminable for any Fund or any AffiliatedSub-Adviser: (i) by vote of the applicable Board or by a vote of a majority of the outstanding voting securities of such Fund(s) on sixty days’ written notice to such AffiliatedSub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such AffiliatedSub-Adviser(s); or (iii) by an AffiliatedSub-Adviser on sixty days’ written notice to the applicable Trust. Should the proposedsub-advisory agreement be terminated for an AffiliatedSub-Adviser, the Adviser will assume the duties and responsibilities of such AffiliatedSub-Adviser unless and until the Adviser appoints another AffiliatedSub-Adviser to perform such duties and responsibilities. In addition, theSub-Advisory Contract will terminate automatically if assigned.
Factors Considered by the Board in Approving the ProposedSub-Advisory Agreements
Atin-person meetings held on November 30 - December 1, 2016, the Board of the applicable Funds, including a majority of the Independent Trustees, approved an amendment to theSub-Advisory Contract for each Identified Fund and Fund to add
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Invesco PowerShares and Invesco India to theSub-Advisory Contract, effective upon shareholder approval. In so doing, the Board determined that the compensation to each ProposedSub-Adviser under theSub-Advisory Contract is fair and reasonable and adopted theSub-Advisory Contract as being in the best interests of the Identified Funds and Funds, respectively, and their shareholders.
The Independent Trustees met separately during their evaluation of the ProposedSub-Advisers with independent legal counsel from whom they received independent legal advice, and the Independent Trustees also received assistance during their deliberations from the independent Senior Officer, a full-time officer of the Funds who reports directly to the Independent Trustees. The ProposedSub-Advisers were considered separately for each Identified Fund or Fund, as applicable, although the Board also considered the common interests of all of the Funds in its deliberations. The Board comprehensively considered all of the information provided to it and did not identify any particular factor that was controlling. Furthermore, each Trustee may have evaluated the information provided differently from one another and attributed different weight to the various factors.
Set forth below is a discussion of the material factors and related conclusions that formed the basis for the Board’s approvals. The Board reached its conclusions after careful discussion and analysis. The Board believes that it has carefully and thoroughly examined the pertinent issues and alternatives. The Board of each applicable Fund recommends that you approve the ProposedSub-Advisory Agreements, and therefore the amendment to theSub-Advisory Contract.
A. NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED BYAPPROVE THE PROPOSEDSUB-ADVISERS
The Board reviewed the services expected to be provided by the ProposedSub-Advisers under theSub-Advisory Contract and the credentials and experience of the officers and employees of the ProposedSub-Advisers. The Board noted that the ProposedSub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the ProposedSub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Funds may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the addition of Invesco PowerShares and Invesco India to theSub-Advisory Contract may benefit each of the Identified Funds and Funds, respectively, and their shareholders by permitting the Adviser to access the resources and talents of the ProposedSub-Advisers in managing the Funds. The Board concluded that the nature, extent and quality of services that may be provided by the ProposedSub-Advisers were appropriate and satisfactory and consistent with the terms of theSub-Advisory Contract.
B. FUND PERFORMANCE
The Board did not view Fund performance as a relevant factor in considering whether to approve the addition of Invesco PowerShares or Invesco India to theSub-Advisory Contract for the applicable Funds, as Invesco PowerShares and Invesco India do not currently manage assets of the Identified Funds or Funds, respectively.
C.SUB-ADVISORY FEES
The Board also considered the services that may be provided by the ProposedSub-Advisers pursuant to theSub-Advisory Contract, as well as the fees payable by the Adviser pursuant to theSub-Advisory Contract. The Board noted that the Adviser retains overall responsibility for, and provides services to,sub-advised Funds, including oversight of the ProposedSub-Advisers. The Board also noted that thesub-advisory fees are not paid directly by the Funds, but rather, are payable by the Adviser to the ProposedSub-Advisers. The Board noted that the Adviser does not expect that the ProposedSub-Advisers will receive ancillary benefits as a result of any relationship with the Identified Funds or Funds, as applicable.
D. ECONOMIES OF SCALE AND BREAKPOINTS
The Board considered the extent to which there are economies of scale in the provision of thesub-advisory services to the Funds. Because thesub-advisory fee is payable by the Adviser, the Board noted that findings regarding economies of scale and breakpoints made in connection with the most recent annual review process would not be affected.
E. PROFITABILITY AND FINANCIAL RESOURCES
The Board received and accepted information from the Adviser demonstrating that each ProposedSub-Adviser is financially sound and has the resources necessary to perform its obligations under theSub-Advisory Contract.
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Transactions with Affiliated Brokers
For the most recently completed fiscal year, the Funds listed below paid the following commissions to brokers that were affiliated persons of the Funds, or affiliated persons of such persons:
AIM Counselor Series Trust (Invesco Counselor Series Trust) (fiscal year | Total $ Amount of Brokerage Commissions Paid to Affiliated Brokers | Percentage of Brokerage Commissions Paid to Affiliated Brokers | ||||||
Invesco American Franchise Fund | $ | 40,105 | 0.74 | % | ||||
Invesco CaliforniaTax-Free Income Fund | $ | 0 | 0 | % | ||||
Invesco Core Plus Bond Fund | N/A | N/A | ||||||
Invesco Equally-Weighted S&P 500 Fund | $ | 0 | 0 | % | ||||
Invesco Equity and Income Fund | $ | 39,395 | 1.16 | % | ||||
Invesco Floating Rate Fund | N/A | N/A | ||||||
Invesco Global Real Estate Income Fund | N/A | N/A | ||||||
Invesco Growth and Income Fund | $ | 35,124 | 1.10 | % | ||||
Invesco Low Volatility Equity Yield Fund | N/A | N/A | ||||||
Invesco Pennsylvania Tax Free Income Fund | $ | 0 | 0 | % | ||||
Invesco S&P 500 Index Fund | $ | 0 | 0 | % | ||||
Invesco Short Duration High Yield Municipal Fund | N/A | N/A | ||||||
Invesco Small Cap Discovery Fund | $ | 2,705 | 0.51 | % | ||||
Invesco Strategic Real Return Fund | N/A | N/A | ||||||
AIM Equity Funds (Invesco Equity Funds) (fiscal year ended October 31, 2015) | ||||||||
Invesco Charter Fund | $ | 1,274 | 0.17 | % | ||||
Invesco Diversified Dividend Fund | $ | 5,993 | 0.36 | % | ||||
Invesco Summit Fund | $ | 37,195 | 3.54 | % | ||||
AIM Funds Group (Invesco Funds Group) (fiscal year ended December 31, 2015) | ||||||||
Invesco European Small Company Fund | N/A | N/A | ||||||
Invesco Global Core Equity Fund | $ | 1,376 | 0.10 | % | ||||
Invesco International Small Company Fund | N/A | N/A | ||||||
Invesco Small Cap Equity Fund | N/A | N/A | ||||||
AIM Growth Series (Invesco Growth Series) (fiscal year ended December 31, 2015) | ||||||||
Invesco Alternative Strategies Fund | N/A | N/A | ||||||
Invesco Balanced-Risk Retirement Now Fund | N/A | N/A | ||||||
Invesco Balanced-Risk Retirement 2020 Fund | N/A | N/A | ||||||
Invesco Balanced-Risk Retirement 2030 Fund | N/A | N/A | ||||||
Invesco Balanced-Risk Retirement 2040 Fund | N/A | N/A | ||||||
Invesco Balanced-Risk Retirement 2050 Fund | N/A | N/A | ||||||
Invesco Conservative Allocation Fund | N/A | N/A | ||||||
Invesco Convertible Securities Fund | $ | 0 | 0 | % | ||||
Invesco Global Low Volatility Equity Yield Fund | $ | 0 | 0 | % | ||||
Invesco Growth Allocation Fund | N/A | N/A | ||||||
Invesco Income Allocation Fund | N/A | N/A | ||||||
Invesco International Allocation Fund | N/A | N/A | ||||||
Invesco Mid Cap Core Equity Fund | $ | 293 | 0.02 | % | ||||
Invesco Moderate Allocation Fund | N/A | N/A | ||||||
Invesco Multi-Asset Inflation Fund | N/A | N/A | ||||||
Invesco Quality Income Fund | $ | 0 | 0 | % | ||||
Invesco Small Cap Growth Fund | $ | 4,836 | 0.49 | % | ||||
AIM International Mutual Funds (Invesco International Mutual Funds) (fiscal year ended October 31, 2015) | ||||||||
Invesco Asia Pacific Growth Fund | N/A | N/A | ||||||
Invesco European Growth Fund | N/A | N/A | ||||||
Invesco Global Growth Fund | N/A | N/A | ||||||
Invesco Global Opportunities Fund | N/A | N/A | ||||||
Invesco Global Responsibility Equity Fund | N/A | N/A | ||||||
Invesco Global Small & Mid Cap Growth Fund | $ | 1,280 | 0.38 | % | ||||
Invesco International Companies Fund | N/A | N/A | ||||||
Invesco International Core Equity Fund | N/A | N/A | ||||||
Invesco International Growth Fund | N/A | N/A | ||||||
Invesco Select Opportunities Fund | N/A | N/A | ||||||
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AIM Investment Funds (Invesco Investment Funds) (fiscal year ended | Total $ Amount of Brokerage Commissions Paid to Affiliated Brokers | Percentage of Brokerage Commissions Paid to Affiliated Brokers | ||||||
Invesco All Cap Market Neutral Fund | N/A | N/A | ||||||
Invesco Balanced-Risk Allocation Fund | N/A | N/A | ||||||
Invesco Balanced-Risk Commodity Strategy Fund | N/A | N/A | ||||||
Invesco Developing Markets Fund | N/A | N/A | ||||||
Invesco Emerging Markets Equity Fund | N/A | N/A | ||||||
Invesco Emerging Markets Flexible Bond Fund | N/A | N/A | ||||||
Invesco Endeavor Fund | N/A | N/A | ||||||
Invesco Global Health Care Fund | $ | 7,261 | 0.63 | % | ||||
Invesco Global Infrastructure Fund | N/A | N/A | ||||||
Invesco Global Market Neutral Fund | N/A | N/A | ||||||
Invesco Global Targeted Returns Fund | N/A | N/A | ||||||
Invesco Greater China Fund | N/A | N/A | ||||||
Invesco Long/Short Equity Fund | N/A | N/A | ||||||
Invesco Low Volatility Emerging Markets Fund | N/A | N/A | ||||||
Invesco Macro Allocation Strategy Fund | N/A | N/A | ||||||
Invesco Macro International Equity Fund | N/A | N/A | ||||||
Invesco Macro Long/Short Fund | N/A | N/A | ||||||
Invesco MLP Fund | N/A | N/A | ||||||
Invesco Multi-Asset Income Fund | N/A | N/A | ||||||
Invesco Pacific Growth Fund | N/A | N/A | ||||||
Invesco Select Companies Fund | N/A | N/A | ||||||
Invesco World Bond Fund | N/A | N/A | ||||||
AIM Investment Securities Funds (Invesco Investment Securities Funds) (fiscal year ended February 29, 2016) | ||||||||
Invesco Corporate Bond Fund | $ | 0 | 0 | % | ||||
Invesco Global Real Estate Fund | $ | 0 | 0 | % | ||||
Invesco Government Money Market Fund | $ | 0 | 0 | % | ||||
Invesco High Yield Fund | $ | 0 | 0 | % | ||||
Invesco Real Estate Fund | $ | 0 | 0 | % | ||||
Invesco Short Duration Inflation Protected Fund | $ | 0 | 0 | % | ||||
Invesco Short Term Bond Fund | $ | 0 | 0 | % | ||||
Invesco U.S. Government Fund | $ | 0 | 0 | % | ||||
AIM Sector Funds (Invesco Sector Funds) (fiscal year ended April 30, 2016) | ||||||||
Invesco American Value Fund | $ | 22,180 | 2.11 | % | ||||
Invesco Comstock Fund | $ | 33,839 | 0.97 | % | ||||
Invesco Dividend Income Fund | $ | 1,667 | 0.61 | % | ||||
Invesco Energy Fund | $ | 1,153 | 0.18 | % | ||||
Invesco Gold & Precious Metals Fund | $ | 0 | 0 | % | ||||
Invesco Mid Cap Growth Fund | $ | 13,165 | 0.53 | % | ||||
Invesco Small Cap Value Fund | $ | 107,012 | 3.18 | % | ||||
Invesco Technology Fund | $ | 8,402 | 2.16 | % | ||||
Invesco Technology Sector Fund | $ | 1,065 | 2.17 | % | ||||
Invesco Value Opportunities Fund | $ | 21,186 | 3.40 | % | ||||
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (fiscal year ended February 29, 2016) | ||||||||
Invesco High Yield Municipal Fund | $ | 0 | 0 | % | ||||
Invesco Intermediate Term Municipal Income Fund | $ | 0 | 0 | % | ||||
Invesco Limited Term Municipal Income Fund | $ | 0 | 0 | % | ||||
Invesco Municipal Income Fund | $ | 0 | 0 | % | ||||
Invesco New York Tax Free Income Fund | $ | 0 | 0 | % | ||||
InvescoTax-Exempt Cash Fund | $ | 0 | 0 | % | ||||
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) (fiscal year ended August 31, 2016) | ||||||||
Premier Portfolio | N/A | N/A | ||||||
PremierTax-Exempt Portfolio | N/A | N/A | ||||||
Premier U.S. Government Money Portfolio | N/A | N/A | ||||||
Invesco Exchange Fund (fiscal year ended December 31, 2015) | N/A | N/A | ||||||
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A list of fees paid by the Funds to the Adviser and its affiliates (other than under the advisory agreement or for brokerage commissions) for the most recent fiscal year can be found in Annex L.
Trustees and Officers of the Funds that are also Officers and/or Directors of the ProposedSub-Advisers
The following table lists the current Trustees and executive officers of the Funds who are also officers and/or directors of a ProposedSub-Adviser. No Trustee and/or officer of a Fund owns securities or has any other material direct or indirect interest in a ProposedSub-Adviser or any other person controlling, controlled by or under common control with a ProposedSub-Adviser.
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Information Regarding Invesco PowerShares
Invesco PowerShares is a limited liability company organized in Delaware with its principal office located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515. Invesco PowerShares has been a registered investment adviser since 2003. Invesco PowerShares is an indirect wholly owned subsidiary of Invesco Ltd. Invesco Ltd. is a Bermuda company with its principal office located at 1555 Peachtree Street NE, Atlanta, Georgia 30309. The following list specifies the names and addresses of each parent company of Invesco PowerShares, with the company at the top of the list solely owning the company immediately below it:
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The names, addresses and principal occupations of the principal executive officers and/or directors of Invesco PowerShares are listed in Annex H.
Fees Charged by Invesco PowerShares for its Services to Other Funds with Similar Objectives as the Identified Funds
The fees paid to Invesco PowerShares for acting as asub-adviser to other funds with investment objectives similar to certain Identified Funds are set forth in Annex I.
Effective Date of the PowerSharesSub-Advisory Agreement
Ifsub-Proposal 4(a) is approved by shareholders of the Identified Funds, the PowerSharesSub-Advisory Agreement is expected to become effective for each Identified Fund as of the date that the PowerSharesSub-Advisory Agreement is entered into between the Adviser and Invesco PowerShares. Following implementation, the PowerSharesSub-Advisory Agreement will remain in full force and effect, unless otherwise terminated, for a period of two years. Thereafter, the Board will consider the continuation of the PowerSharesSub-Advisory Agreement on an annual basis.
Ifsub-Proposal 4(a) is not approved by shareholders of the Identified Funds, theSub-Advisory Contract currently in place will remain in effect, and Invesco PowerShares will not be added as asub-adviser to the Identified Funds. There will be no changes to the agreements among the Identified Funds, the Adviser, and the ExistingSub-Advisers under theSub-Advisory Contract.
THE BOARD OF EACH IDENTIFIED FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE MASTER INTERGROUPSUB-ADVISORY CONTRACT TO ADD INVESCO POWERSHARES CAPITAL MANAGEMENT LLC AS ASUB-ADVISER FOR THE IDENTIFIED FUNDS
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Information Regarding Invesco India
Invesco India is a private limited company organized in India with its principal office located at 3rd Floor, GYS Infinity, Subhash Road, Paranjpe B Scheme, Ville Parle (East), Mumbai – 400 057, India. Invesco India has been a registered investment adviser since 2016. Invesco India is an indirect wholly owned subsidiary of Invesco Ltd. Invesco Ltd. is a Bermuda company with its principal office located at 1555 Peachtree Street NE, Atlanta, Georgia 30309. The following list specifies the names and addresses of each parent company of Invesco India, with the company at the top of the list solely owning the company immediately below it:
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The names, addresses and principal occupations of the principal executive officers and/or directors of Invesco India are listed in Annex H.
Fees Charged by Invesco India for its Services to Other Funds with Similar Objectives as the Funds
Invesco India did not act as an adviser orsub-adviser to other funds with investment objectives similar to the Funds.
31
Effective Date of the IndiaSub-Advisory Agreement
Ifsub-Proposal 4(b) is approved by shareholders of the Funds, the IndiaSub-Advisory Agreement is expected to become effective for each Fund as of the date that the IndiaSub-Advisory Agreement is entered into between the Adviser and Invesco India. Following implementation, the IndiaSub-Advisory Agreement will remain in full force and effect, unless otherwise terminated, for a period of two years. Thereafter, the Board will consider the continuation of the IndiaSub-Advisory Agreement on an annual basis.
Ifsub-Proposal 4(b) is not approved by shareholders of the Funds, theSub-Advisory Contract currently in place will remain in effect, and Invesco India will not be added as asub-adviser to the Funds. There will be no changes to the agreements among the Funds, the Adviser, and the ExistingSub-Advisers under theSub-Advisory Contract.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE MASTER INTERGROUPSUB-ADVISORY CONTRACT TO ADD INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED FOR ALL FUNDS OTHER THAN PREMIER U.S. GOVERNMENT MONEY PORTFOLIO
32
PROPOSAL 5
APPROVAL OF A CHANGE IN THESUB-CLASSIFICATION UNDER THE 1940 ACT FROM DIVERSIFIED TONON-DIVERSIFIED AND ELIMINATION OF A RELATED FUNDAMENTAL INVESTMENT RESTRICTION
Proposal 5 includes twosub-Proposals —sub-Proposal 5(a) andsub-Proposal 5(b) — each of which involves a separate vote.Sub-Proposal 5(a) only applies to Invesco Macro Allocation Strategy Fund.Sub-Proposal 5(b) only applies to Invesco World Bond Fund.
RESTRICTION.
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Shareholders of the Macro Allocation Fund are being asked to approve changing the Fund’s
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when first launched, but has operatedFunds were sub-classified as diversified for three years and as such has lost itsnon-diversified status as a matter of law in accordance with SEC guidance.funds at inception. The Adviser believes that changing the Macro Allocation Fund’sFunds’ sub-classification back tonon-diversified will benefit the Fund’sFunds’ investment teamteams by giving itthem the ability to invest a greater percentage of the Fund’s assets in fewer issuers or any one issuer. The Fund’sOver time, the portfolio management team believes that reclassifying the Fund asnon-diversified will best position the Fund to meet the requirementsteams of the SEC’s proposed amendmentsFunds have transitioned to the rules governing the use of derivatives by registered funds (the “Derivatives Rule”). Today, the Fund’scurrent portfolio management team uses futures contracts to obtain global government bond exposure. If the Derivatives Rule ismanagers who have implemented the team may need to shift from futures to physical holdings to comply with the limitations on notional leverage set fortha rigorous bottom-up fundamental investment approach that often results in the Derivatives Rule. This shift would make it difficult for the FundFunds investing in a more limited number of issuers. Thus, implementing each Fund’s investment process as desired has been an ongoing challenge while continuing to comply with the testing limits of Section 5(b)(1) of the 1940 Act.
maintain their diversified status.
funds.
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Shareholders of the World Bond Fund are being asked to approve changing the Fund’sRESTRICTIONS
34
in fewernon-US government securities rather than seeking such exposure through a more diversified basket of government andnon-government issuers, as is required today. The team also believes that this revised implementation of its process would enable the Fund to achieve exposures that are more similar to those of its benchmark.
The Adviser believessub-Proposal 5(b) benefits the World Bond Fund by allowing it to better implement its investment strategy and remain compliant with the limits of the 1940 Act. Shareholders should note that if the change in the World Bond Fund’ssub-classification to“non-diversified” is approved, the Fund’s risk profile may increase. This is because the investment return on anon-diversified fund typically is dependent upon the performance of the obligations or securities of a smaller number of issuers than a diversified fund. Anon-diversified fund can invest a greater portion of its assets in a single issuer and may invest in a smaller number of issuers than a diversified fund. Consequently, anon-diversified fund is more susceptible to adverse developments affecting any single issuer held in its portfolio than a diversified fund, and may be more susceptible to greater losses because of such developments. Accordingly, ifsub-Proposal 5(b) is approved on behalf of the World Bond Fund, the Fund would be subject to greater risk than it currently is subject to as a diversified fund.
The Board for the World Bond Fund considered the recommendation of the Adviser to change the Funds’sub-classification under the 1940 Act to anon-diversified company and to eliminate the Fund’s related fundamental investment restriction. The Board considered all relevant factors, including the potential impact ofsub-Proposal 5(b) on the Fund and its risk profile. Following its consideration of these matters, the Board unanimously approved the proposed change in the World Bond Fund’ssub-classification to“non-diversified” and the elimination of the Fund’s related fundamental investment restriction. It is anticipated that thissub-Proposal 5(b), if approved, will be effective upon notification to shareholders of the changes through appropriate revisions to the World Fund’s Prospectuses and Statement of Additional Information.
Ifsub-Proposal 5(b) is not approved by shareholders of the World Bond Fund, the Fund will continue to operate as a diversified fund, as defined under the 1940 Act, and the Fund’s related fundamental investment restriction on diversification will remain in effect.
THE BOARD OF THE WORLD BOND FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE CHANGE IN THESUB-CLASSIFICATION AND ELIMINATION OF THE RELATED FUNDAMENTAL INVESTMENT RESTRICTION
35
Executive Officers of the Funds
The following information relates to the executive officers of the Funds. Each officer also serves in the same capacity for all or a number of the other investment companies advised by the Adviser or affiliates of the Adviser. The officers of the Funds are appointed annually by the Trustees and serve for one year or until their respective successors are chosen and qualified. The Funds’ officers do not receive compensation from the Funds. The Funds’ officers may also be officers or employees of the Adviser or officers of affiliates of the Adviser and may receive compensation in such capacities. The address of each officer is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
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Independent Registered Public Accounting Firm
PricewaterhouseCoopers, LLP (“PwC”) has been selected as each Fund’s independent registered public accounting firm by the Audit Committee and ratified by unanimous approval of each Fund’s Board, including a majority of the Independent Trustees, to audit the accounts of the Funds for and during their respective current fiscal years.
It is not expected that representatives of PwC will attend the Meeting. In the event representatives of PwC do attend the Meeting, they will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions.
37
In accordance with the adoptedpre-approval policies and procedures, the Audit Committee has preapproved all audit andnon-audit services provided to each Fund by its independent registered public accounting firm.Pre-approval by the Audit Committee of any permissiblenon-audit services is not, however, required so long as: (i) the aggregate amount of all such permissiblenon-audit services provided to a Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its independent registered public accounting firm during the fiscal year in which the permissiblenon-audit services are provided; (ii) the permissiblenon-audit services were not recognized by a Fund at the time of the engagement to benon-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee.
The Audit Committee of each Fund reviewed and discussed the last audited financial statements of each Fund with management and with PwC. In the course of its discussions, the Audit Committee discussed with PwC any relevant matters required to be discussed under Statement on Auditing Standards No. 16 (Communications with Audit Committees). Based on this review, the Audit Committee recommended to the Board of each Fund that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for the most recent fiscal year for filing with the SEC.
Auditor Independence
The Audit Committee received the written disclosures and the letter from PwC regarding its independence required by Public Company Accounting Oversight Board’s (“PCAOB”) Ethics & Independence Rule 3526 and has discussed with PwC its independence with respect to each Fund. In connection with those discussions, PwC advised the Audit Committee that it identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (referred to as the “Loan Rule”).
The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities (referred to as a “more than ten percent owner”). For purposes of the Loan Rule, audit clients include the Funds as well as all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd. (collectively, the Invesco Complex). PwC informed the Funds it and certain affiliates and covered persons has relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Complex, which may implicate the Loan Rule.
On June 20, 2016, the SEC Staff issued a “no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. In connection with prior independence determinations, PwC communicated, as contemplated by the no-action letter, that it believes that it remains objective and impartial and that a reasonable investor possessing all the facts would conclude that PwC is able to exhibit the requisite objectivity and impartiality to report on the Funds’ financial statements as the independent registered public accounting firm. PwC also represented that it has complied with PCAOB Rule 3526(b)(1) and (2), which are conditions to the Funds relying on the no action letter, and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. Therefore the Adviser, the Funds and PwC concluded that PwC could continue as the Fund’s independent public accounting firm. The Invesco Complex relied upon the no-action letter in reaching this conclusion.
In connection with this proxy solicitation, the Adviser has investigated whether any more than ten percent owners of a Fund as of the Record Date have discretion to vote at the Meeting. In the event any such discretionary owners have covered loans outstanding from PwC or its covered persons, the Fund may be ineligible to rely on the no-action letter. The Adviser’s investigation revealed several such owners with discretionary voting authority and covered loans outstanding. Notwithstanding these lending relationships, PwC concluded that it remains objective and impartial in the conduct of its audits of the Funds and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. If a subsequent determination is made that PwC’s objectivity and impartiality has been impaired with respect to the planning for and execution of the applicable Funds’ audits, then one or more Funds may no longer be able to continue to utilize PwC as the Fund’s auditor and would need to obtain audit services from a different independent registered public accounting firm.
Audit Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by PwC for professional services rendered for the audit of such Fund’s annual financial statements are set forth in Annex K. All of the audit services for each Fund’s two most recently completed fiscal years were approved by the Audit Committee in accordance with itspre-approval policies and procedures.
38
Audit-Related Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by PwC for professional services rendered for audit-related services are set forth in Annex K. All of the audit-related services, which include assurance and related services by PwC that are reasonably related to the performance of the audit of a Fund, for each Fund’s two most recently completed fiscal years were approved by the Audit Committee in accordance with itspre-approval policies and procedures.
Tax Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed by PwC and approved by the Audit Committee of each Fund for professional services rendered for tax compliance, tax advice, and tax planning are set forth in Annex K. All of the tax services for each Fund’s two most recently completed fiscal years were approved by the Audit Committee in accordance with itspre-approval policies and procedures.
All Other Fees
For each Fund’s two most recently completed fiscal years, the aggregate fees billed by PwC and approved by the audit committee of each Fund for professional services rendered for all other services are set forth in Annex K. All of the other services for the two most recently completed fiscal years were approved by the Audit Committee in accordance with itspre-approval policies and procedures.
Covered Entities
For each Fund’s two most recently completed fiscal years, the aggregatenon-audit fees billed to the Adviser or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds (the “Covered Entities”) are set forth in Annex K. The Audit Committee is required topre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations of financial reporting of the Funds. The Audit Committee also has considered whether the provision ofnon-audit services, if any, performed by PwC for the Funds and Covered Entities is compatible with maintaining PwC’s independence in performing audit services.
ADDITIONAL INFORMATION REGARDING VOTING AT THE MEETING
WILL ANY OTHER MATTERS BE VOTED ON AT THE MEETING?
Management is not aware of any matters to be presented at the Meeting other than those discussed in this Joint Proxy Statement. However, if any other matters properly come before the Meeting, it is the intention of the Boards that proxies will be voted on such matters in accordance with the judgment of the persons designated therein as proxies consistent with their fiduciary duties as set forth in Statement on Adjournment of Investment Company Shareholder Meetings and Withdrawal of Proposed Rule20a-4 and Amendment to Rule20a-1, Investment Company Act Release No. 7659 (Feb. 6, 1973) (the “1973 Release”).
WHAT IS THE QUORUM REQUIREMENT?
A quorum of shareholders is necessary to hold a valid meeting. A quorum will exist for Proposals 1 and 2 for a particular Trust if shareholders entitled to voteone-third of the issued and outstanding shares of such Trust on the Record Date are present at the Meeting in person or by proxy. A quorum will exist for Proposals 3 through 5 for a particular Fund, as applicable, if shareholders entitled to voteone-third of the issued and outstanding shares of such Fund on the Record Date are present at the Meeting in person or by proxy. Under rules applicable to broker-dealers, if your broker holds your shares in its name, we expect that the broker will be entitled to vote your shares on Proposal 1 even if it has not received instructions from you. However, your broker likely will not be entitled to vote on any other Proposal unless it has received instructions from you.
A “brokernon-vote” occurs when a broker has not received voting instructions from a shareholder and is barred from voting the shares without shareholder instructions because the proposal is considered to benon-routine. Because Proposals 2 through 5 may be considerednon-routine, your broker likely will not be permitted to vote your shares if it has not received instructions from you, and the shares will be considered “brokernon-votes.” As a result, we urge you to complete and send in your proxy or voting instructions so your vote can be counted.
Abstentions and brokernon-votes will count as shares present at the Meeting for purposes of establishing a quorum.
39
COULD THERE BE AN ADJOURNMENT OF THE MEETING?
If a quorum is not present at the Meeting or a quorum is present but sufficient votes to approve a Proposal are not received, the Meeting may be adjourned to allow for further solicitation of proxies. If a quorum is present but sufficient votes to approve a Proposal are not received, a shareholder vote may be taken on other Proposals described in this Joint Proxy Statement prior to any adjournment if sufficient votes have been received for such other Proposals.
If a quorum is not present at the Meeting, then the affirmative vote of a majority of Shares present in person or by proxy and entitled to vote at the Meeting (even though not constituting a quorum) will have the power to adjourn the Meeting from time to time without notice other than an announcement at the Meeting. If a quorum is present at the Meeting but sufficient votes to approve one or more of the Proposals described in the original notice of the Meeting are not obtained, then the affirmative vote ofone-third of Shares present in person or by proxy and entitled to vote at the Meeting will have the power to adjourn the Meeting with regard to a particular Proposal, or to adjourn the Meeting entirely, without notice other than an announcement at the Meeting. Provided a quorum is present, any business may be transacted at such adjourned meeting that might have been transacted at the Meeting as originally notified.
A meeting may be adjourned from time to time without further notice to shareholders to a date not more than 120 days after the original record date. The persons named as proxies will vote in their discretion on questions of adjournment for those shares for which proxies have been received. With respect to adjournments, the Funds or their officers, as applicable, will adhere to the guidelines provided in the 1973 Release, and weigh carefully the decision whether to adjourn a shareholder meeting for the purpose of soliciting shareholders to obtain additional proxies. In any such case, the persons named as proxies and/or the officers of the Funds will consider whether an adjournment and additional solicitation is reasonable and in the interest of shareholders, or whether such procedures would constitute an abuse of office.
WHAT IS THE VOTE NECESSARY TO APPROVE EACH PROPOSAL?
Proposal 1: The affirmative vote of a plurality of the votes cast by shareholders of a Trust is required to elect each nominee for Trustee of the Trust. A vote requiring a plurality to elect nominees for Trustees of a Trust means that the nominees receiving the largest number of votes cast will be elected to fill the available positions for that Trust. Abstentions will not count as votes cast and will have no effect on the outcome of this Proposal. We expect that brokers will be entitled to vote on this Proposal, but any brokernon-vote will have no effect on the outcome of this Proposal.
Proposal 2: The affirmative vote of a majority of the votes cast by shareholders of a Trust is required to approve Proposal 2 with respect to such Trust. Abstentions and brokernon-votes will not count as votes cast and will have no effect on the outcome of this Proposal.
Proposals 3 through 5: For each Fund, the approval of each of Proposals 3 through 5, as applicable, requires the lesser of (a) the affirmative vote of 67% or more of the voting securities present or represented by proxy, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (b) the affirmative vote of more than 50% of the outstanding voting securities of the Fund. Abstentions and brokernon-votes are counted as votes present for purposes of achieving a quorum but are not considered votes cast at the Meeting. As a result, they have the same effect as a vote against Proposals 3 through 5 because approval of Proposals 3 through 5 requires the affirmative vote of a percentage of a Fund’s voting securities present or represented by proxy or a percentage of the outstanding voting securities.
HOW WILL PROXIES BE SOLICITED AND WHO WILL PAY?
The Trusts have retained Computershare Fund Services (the “Solicitor”), a professional proxy solicitation firm, to assist in the solicitation of proxies for the Meeting. The estimated cost of solicitation by the Solicitor for the Funds is currently estimated to be in the aggregate approximately $3,972,054. The Trusts expect to solicit proxies principally by mail, but the Trusts or the Solicitor may also solicit proxies by telephone, facsimile, internet or personal interview. The Trusts’ officers will not receive any additional or special compensation for any such solicitation. The expenses of preparing, printing and mailing these proxy solicitation materials and all other costs in connection with the solicitation of proxies for the Proposals will be borne by the Funds, except that the Adviser has agreed to pay $500,000class of the Funds’ proxy solicitation costs. In addition, the Adviser will bear indirectly an additional amount of proxy solicitation costs as a result of the expense limitation arrangements in place between the Adviser and the Funds. To the extent the expenses are not billed to a particular Fund, they will be allocated among the Funds. The Funds will also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of the Funds. In order to obtain the necessary
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quorum at the Meeting, additional solicitation may be made by mail, telephone, facsimile or personal interview by representatives of the Funds, the Adviser or its affiliates, by the transfer agent of the Funds and by dealers or their representatives.
HOW MAY A SHAREHOLDER PROPOSAL BE SUBMITTED?
As a general matter, the Funds do not hold regular meetings of shareholders. Shareholder proposals for consideration at a meeting of shareholders of a Fund should be submitted to the Secretary of the applicable Trust at the address set forth on the first page of this Joint Proxy Statement. To be considered for presentation at a meeting of shareholders, the applicable Trust must receive proposals within a reasonable time, as determined by the Trust’s management, before proxy materials are prepared for the meeting. Such proposals also must comply with applicable law.
For a discussion of procedures that must be followed for a shareholder to nominate an individual as a trustee, please refer to the section of this Joint Proxy Statement entitled “Proposal 1 — Board Committees — Governance Committee.”
GENERAL
shares.
January 12, 2017
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FUNDS
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| Shares Outstanding(1) | |||
Class A | 684,920.36 | |||
Class C | 64,154.80 | |||
Class R | 20,095.38 | |||
Class | 255,801.88 | |||
Class | 1,001.00 | |||
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| 7,547,209.43 | |||
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Class A | 3,733,592.94 | |||
Class | 689,959.21 | |||
Class | 306,399.14 | |||
Class | 3,253,088.48 | |||
Class | 228,613.97 | |||
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A-8
ANNEX B
IDENTIFIED FUNDS
The following list sets forth each of the Funds (previosly defined as the “Identified Funds”) to approve amending the current Master IntergroupSub-Advisory Contract for Mutual Funds to add Invesco PowerShares Capital Management LLC.
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco CaliforniaTax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco S&P 500 Index Fund
Invesco Small Cap Discovery Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Conservative Allocation Fund
Invesco Convertible Securities Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Quality Income Fund
Invesco Small Cap Growth Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
B-1
AIM Investment Funds (Invesco Investment Funds)
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Greater China Fund
Invesco Pacific Growth Fund
Invesco Select Companies Fund
Invesco World Bond Fund
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
Invesco Government Money Market Fund
Invesco High Yield Fund
Invesco Real Estate Fund
Invesco Short Duration Inflation Protected Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco American Value Fund
Invesco Comstock Fund
Invesco Dividend Income Fund
Invesco Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
AIMTax-Exempt Funds (InvescoTax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Term Municipal Income Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
InvescoTax-Exempt Cash Fund
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
Premier Portfolio
PremierTax-Exempt Portfolio
Invesco Exchange Fund
Short-Term Investments Trust
Government & Agency Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Obligations Portfolio
Treasury Portfolio
B-2
ANNEX C
TRUSTEE, NOMINEE AND EXECUTIVE OFFICERS OWNERSHIP OF SHARES OF THE FUNDS
To the best knowledge of the Trusts, the following table sets forth certain information regarding the ownership, as of October 31, 2016, of shares of beneficial interest of each class of each of the Funds by the trustees, nominees and current executive officers of the Trusts. No information is given as to a Fund or a class if a trustee, nominee or current executive officer held no shares of any or all classes of such Fund as of October 31, 2016.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Interested Persons | ||||||||||
Martin L. Flanagan | Invesco American Franchise Fund — Class Y Invesco Equity and Income Fund — Class A Invesco Growth and Income Fund — Class Y |
| 113,176.00 28,991.00 137,990.00 |
|
| 1.30 0.00 0.19 | % % % | |||
Independent Trustees | ||||||||||
David C. Arch | Invesco Equally-Weighted S&P 500 — Class Y Invesco S&P 500 Index Fund — Class Y |
| 2,927.72 6,305.58 |
|
| 0.01 0.17 | % % | |||
James T. Bunch | Invesco American Franchise Fund — Class A Invesco Equity and Income Fund — Class Y Invesco S&P 500 Index Fund — Class Y |
| 4,444.33 24,606.70 17,008.54 |
|
| 0.00 0.03 0.45 | % % % | |||
Bruce L. Crockett | Invesco American Franchise Fund — Class Y Invesco Global Real Estate Income Fund — Class Y Invesco Low Volatility Equity Yield Fund — Class Y |
| 7,984.18 553.59 262.02 |
|
| 0.09 0.00 0.03 | % % % | |||
Albert R. Dowden | Invesco Equity and Income Fund — Class Y | 25,158.46 | 0.03 | % | ||||||
Jack M. Fields | Invesco American Franchise Fund — Class Y Invesco Equally Weighted S&P 500 Fund — Class Y |
| 385.97 3,800.97 |
|
| 0.00 0.01 | % % | |||
Eli Jones | Invesco Equity and Income Fund — Class Y | 5,063.59 | 0.01 | % | ||||||
Prema Mathai-Davis | Invesco American Franchise Fund — Class Y Invesco Equity and Income Fund — Class Y |
| 11,530.09 19,242.46 |
|
| 0.13 0.02 | % % | |||
Larry Soll | Invesco Equity and Income Fund — Class Y Invesco Global Real Estate Income Fund — Class A Invesco Global Real Estate Income Fund — Class Y Invesco Low Volatility Equity Yield Fund — Class Y |
| 5,240.41 9,492.00 34,440.39 8,223.71 |
|
| 0.01 0.02 0.08 0.91 | % % % % | |||
Raymond Stickel, Jr. | Invesco Equally-Weighted S&P 500 Fund — Class Y Invesco S&P 500 Index Fund — Class Y |
| 20,665.04 43,007.20 |
|
| 0.05 1.14 | % % | |||
Robert C. Troccoli | Invesco Equally Weighted S&P 500 Fund — Class Y Invesco Global Real Estate Income Fund — Class Y |
| 434.06 3,239.86 |
|
| 0.00 0.01 | % % | |||
Christopher L. Wilson | Invesco Equity and Income Fund — Class A Invesco Low Volatility Equity Yield Fund — Class A |
| 3,206.78 2,604.17 |
|
| 0.00 0.02 | % % | |||
Suzanne H. Woolsey | Invesco American Franchise Fund — Class A | 1,258.73 | 0.00 | % | ||||||
Executive Officers | ||||||||||
Karen Dunn Kelley | Invesco American Franchise Fund — Class Y | 7,993.85 | 0.09 | % | ||||||
| Invesco Low Volatility Equity Yield Fund — Class Y | 5,686.78 | 0.63 | % | |||||||
Tracy S. Sullivan | Invesco Floating Rate Fund — Class Y | 2,800.74 | 0.00 | % | ||||||
C-1
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Interested Persons | ||||||||||
Martin L. Flanagan | Invesco Charter Fund — Class Y Invesco Diversified Dividend Fund — Class Y |
| 30,407.00 156,333.00 |
|
| 0.54 0.08 | % % | |||
Independent Trustees | ||||||||||
David C. Arch | Invesco Diversified Dividend Fund — Class C | 3,515.57 | 0.01 | % | ||||||
Bruce L. Crockett | Invesco Charter Fund — Class Y Invesco Diversified Dividend Fund — Class Y |
| 6,433.94 5,298.41 |
|
| 0.12 0.00 | % % | |||
Albert R. Dowden | Invesco Diversified Dividend Fund — Class Y | 34,116.37 | 0.02 | % | ||||||
Eli Jones | Invesco Diversified Dividend Fund — Class A | 2,785.16 | 0.00 | % | ||||||
Prema Mathai-Davis | Invesco Diversified Dividend Fund — Class Y | 16,456.87 | 0.01 | % | ||||||
Raymond Stickel, Jr. | Invesco Diversified Dividend Fund — Class Y | 6,237.96 | 0.00 | % | ||||||
Executive Officers | ||||||||||
Karen Dunn Kelley | Invesco Charter Fund — Class Y | 10,172.93 | 0.18 | % | ||||||
Tracy S. Sullivan | Invesco Charter Fund — Class Y | 534.72 | 0.01 | % | ||||||
| Invesco Diversified Dividend Fund — Class Y | 1,093.36 | 0.00 | % | |||||||
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Interested Persons | ||||||||||
Martin L. Flanagan | Invesco European Small Company Fund — Class Y Invesco International Small Company Fund — Class Y |
| 125,680.00 85,904.00 |
|
| 0.60 2.81 | % % | |||
Independent Trustees | ||||||||||
Bruce L. Crockett | Invesco Global Core Equity Fund — Class Y Invesco International Small Company Fund — Class A Invesco Small Cap Equity Fund — Class Y |
| 6,684.43 350.00 11,196.04 |
|
| 0.42 0.00 0.04 | % % % | |||
Jack M. Fields | Invesco European Small Company Fund — Class Y Invesco International Small Company Fund — Class Y |
| 339.05 226.21 |
|
| 0.00 0.01 | % % | |||
Prema Mathai-Davis | Invesco European Small Company Fund — Class Y | 4,344.34 | 0.02 | % | ||||||
Larry Soll | Invesco European Small Company Fund — Class Y Invesco International Small Company Fund — Class Y |
| 22,134.33 12,502.66 |
|
| 0.11 0.41 | % % | |||
Executive Officers | ||||||||||
Karen Dunn Kelley | Invesco Small Cap Equity Fund — Class Y | 8,576.31 | 0.03 | % | ||||||
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
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| |||||||||
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C-2
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Independent Trustees | ||||||||||
David C. Arch | Invesco Mid Cap Core Equity Fund — Class Y | 6,421.60 | 0.16 | % | ||||||
Jack M. Fields | Invesco Small Cap Growth Fund — Class Y | 5,169.56 | 0.11 | % | ||||||
Raymond Stickel, Jr. | Invesco Convertible Securities Fund — Class Y Invesco International Allocation Fund — Class Y |
| 1,432.35 13,953.12 |
|
| 0.01 1.71 | % % | |||
Christopher L. Wilson | Invesco Conservative Allocation Fund — Class A | 1,809.28 | 0.01 | % | ||||||
Executive Officers | ||||||||||
Karen Dunn Kelley | Invesco Small Cap Growth Fund — Class Y | 883.99 | 0.02 | % | ||||||
Tracy S. Sullivan | Invesco Mid Cap Core Equity Fund — Class Y | 987.55 | 0.02 | % | ||||||
Crissie Wisdom | Invesco Income Allocation Fund — Class Y | 4,897.98 | 0.18 | % | ||||||
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Interested Persons | ||||||||||
Martin L. Flanagan | Invesco European Growth Fund — Class Y Invesco International Growth Fund — Class A Invesco International Growth Fund — Class Y |
| 72,578.00 2,870.00 152,588.00 |
|
| 0.34 0.00 0.14 | % % % | |||
Independent Trustees | ||||||||||
David C. Arch | Invesco International Growth Fund — Class C Invesco International Growth Fund — Class Y |
| 921.59 4,549.01 |
|
| 0.02 0.00 | % % | |||
James T. Bunch | Invesco International Growth Fund — Class Y | 10,443.93 | 0.01 | % | ||||||
Bruce L. Crockett | Invesco Asia Pacific Growth Fund — Class A Invesco Asia Pacific Growth Fund — Class Y Invesco Global Small & Mid Cap Growth — Class Y Invesco International Core Equity Fund — Class Y Invesco International Growth Fund — Class Y |
| 1,250.00 18,524.60 31,012.04 9,218.50 96.79 |
|
| 0.01 0.18 3.42 2.91 0.00 | % % % % % | |||
Jack M. Fields | Invesco Asia Pacific Growth Fund — Class Y Invesco European Growth Fund — Class Y Invesco International Growth Fund — Class Y |
| 171.52 9,187.37 10,042.26 |
|
| 0.00 0.04 0.01 | % % % | |||
Prema Mathai-Davis | Invesco Asia Pacific Growth Fund — Class Y Invesco European Growth Fund — Class Y |
| 6,044.63 2,421.47 |
|
| 0.06 0.01 | % % | |||
Larry Soll | Invesco Global Small & Mid Cap Growth Fund — Class A | 3,656.00 | 0.01 | % | ||||||
Raymond Stickel, Jr. | Invesco International Growth Fund — Class Y | 2,069.40 | 0.00 | % | ||||||
Christopher L. Wilson | Invesco Global Small & Mid Cap Growth Fund — Class A | 568.95 | 0.00 | % | ||||||
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
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C-3
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Independent Trustees | ||||||||||
David C. Arch | Invesco Global Health Care Fund — Class Y Invesco Greater China Fund — Class Y Invesco Select Companies Fund — Class C |
| 3,942.65 6,943.72 1,307.63 |
|
| 0.59 2.96 0.02 | % % % | |||
James T. Bunch | Invesco Balanced-Risk Allocation Fund — Class A | 25,645.56 | 0.02 | % | ||||||
Bruce L. Crockett | Invesco Developing Markets Fund — Class A Invesco Emerging Markets Equity Fund — Class Y Invesco Global Infrastructure Fund — Class Y Invesco Greater China Fund — Class Y |
| 400.00 72,109.58 54,803.36 2,480.36 |
|
| 0.00 10.61 10.21 1.06 | % % % % | |||
Albert R. Dowden | Invesco All Cap Market Neutral Fund — Class Y Invesco Global Health Care Fund — Class Y Invesco Multi-Asset Income Fund — Class Y |
| 53,945.35 7,407.21 26,745.41 |
|
| 1.29 1.10 0.91 | % % % | |||
Jack M. Fields | Invesco Developing Markets Fund — Class Y Invesco Greater China Fund — Class Y |
| 129.79 163.55 |
|
| 0.00 0.07 | % % | |||
Larry Soll | Invesco Global Health Care Fund — Class A Invesco Pacific Growth Fund — Class Y |
| 19,109.00 6,093.57 |
|
| 0.09 1.56 | % % | |||
Robert C. Troccoli | Invesco Balanced-Risk Allocation Fund — Class Y | 1,929.05 | 0.00 | % | ||||||
Christopher L. Wilson | Invesco Macro Long/Short Fund — Class A | 2,660.23 | 0.82 | % | ||||||
Executive Officers | ||||||||||
Tracy S. Sullivan | Invesco Balanced-Risk Allocation Fund — Class Y | 452.10 | 0.00 | % | ||||||
| Invesco Macro Allocation Strategy Fund — Class Y | 4,159.76 | 0.11 | % | |||||||
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Interested Persons | ||||||||||
Martin L. Flanagan | Invesco High Yield Fund — Class Y | 177,531.00 | 0.54 | % | ||||||
Independent Trustees | ||||||||||
David C. Arch | Invesco High Yield Fund — Class C | 7,139.42 | 0.03 | % | ||||||
James T. Bunch | Invesco Global Real Estate Fund — Class Y Invesco Government Money Market Fund — Class Y |
| 29,018.75 10,751.55 |
|
| 0.07 0.04 | % % | |||
Bruce L. Crockett | Invesco High Yield Fund — Class Y | 567.24 | 0.00 | % | ||||||
Jack M. Fields | Invesco Global Real Estate Fund — Class Y | 21,716.44 | 0.05 | % | ||||||
Eli Jones | Invesco Real Estate Fund — Class A | 607.68 | 0.00 | % | ||||||
Larry Soll | Invesco Government Money Market Fund — Class Y | 34,673.46 | 0.14 | % | ||||||
Raymond Stickel, Jr. | Invesco High Yield Fund — Class Y | 17,128.27 | 0.05 | % | ||||||
Executive Officers | ||||||||||
Karen Dunn Kelley | Invesco Government Money Market Fund — Class Y | 4,950.56 | 0.02 | % | ||||||
Crissie Wisdom | Invesco Government Money Market Fund — Class Y | 14,732.06 | 0.06 | % | ||||||
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
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C-4
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Independent Trustees | ||||||||||
David C. Arch | Invesco Dividend Income Fund — Class Y Invesco Energy Fund — Class Y Invesco Gold & Precious Metals Fund — Class Y Invesco Value Opportunities Fund — Class A |
| 6,428.27 10,575.30 29,389.20 1,631.87 |
|
| 0.03 0.60 0.30 0.00 | % % % % | |||
James T. Bunch | Invesco Comstock Fund — Class A Invesco Comstock Fund — Class Y Invesco Mid Cap Growth Fund — Class A Invesco Small Cap Value Fund — Class Y Invesco Technology Fund — Investor Class Invesco Value Opportunities Fund — Class Y |
| 560.82 31,836.98 1,325.19 18,959.04 380.39 34,027.16 |
|
| 0.00 0.02 0.00 0.03 0.00 1.74 | % % % % % % | |||
Bruce L. Crockett | Invesco American Value Fund — Class Y Invesco Mid Cap Growth Fund — Class Y Invesco Small Cap Value Fund — Class Y Invesco Value Opportunities Fund — Class Y |
| 2,172.18 2,448.63 18,026.16 44,486.62 |
|
| 0.02 0.10 0.03 2.27 | % % % % | |||
Albert R. Dowden | Invesco Dividend Income Fund — Class Y Invesco Technology Fund — Class Y |
| 12,114.90 7,351.14 |
|
| 0.05 2.65 | % % | |||
Jack M. Fields | Invesco Energy Fund — Class Y Invesco Gold & Precious Metals Fund — Class Y Invesco Small Cap Value Fund — Class Y |
| 109.45 57,067.70 9,380.51 |
|
| 0.01 0.57 0.01 | % % % | |||
Prema Mathai-Davis | Invesco Comstock Fund — Class Y Invesco Technology Fund — Class Y |
| 4,119.77 2,718.08 |
|
| 0.00 0.98 | % % | |||
Larry Soll | Invesco Comstock Fund — Class Y Invesco Small Cap Value Fund — Class Y |
| 10,774.64 26,235.05 |
|
| 0.01 0.04 | % % | |||
Raymond Stickel, Jr. | Invesco Comstock Fund — Class Y | 1,763.77 | 0.00 | % | ||||||
Robert C. Troccoli | Invesco Energy Fund Class Y | 1,109.57 | 0.06 | % | ||||||
Executive Officers | ||||||||||
Karen Dunn Kelley | Invesco Mid Cap Growth Fund — Class Y | 957.08 | 0.04 | % | ||||||
Tracy S. Sullivan | Invesco Mid Cap Growth Fund — Class Y | 615.80 | 0.03 | % | ||||||
| Invesco Value Opportunities Fund — Class Y | 1,191.59 | 0.06 | % | |||||||
AIMTAX-EXEMPT FUNDS (INVESCOTAX-EXEMPT FUNDS)
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Interested Persons | ||||||||||
Martin L. Flanagan | Invesco High Yield Municipal Fund — Class Y Invesco Limited Term Municipal Income Fund — Class Y |
| 489,047.00 189,168.00 |
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| 0.26 0.25 | % % | |||
Independent Trustees | ||||||||||
Eli Jones | Invesco Limited Term Municipal Income Fund — Class A | 3,448.28 | 0.00 | % | ||||||
Larry Soll | Invesco High Yield Municipal Fund — Class A Invesco High Yield Municipal Fund — Class Y |
| 44,639.00 23,062.00 |
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| 0.01 0.01 | % % | |||
Raymond Stickel, Jr. | Invesco Municipal Income Fund — Class Y | 4,330.54 | 0.01 | % | ||||||
Robert C. Troccoli | Invesco Intermediate Term Municipal Income Fund — Class Y | 3,733.00 | 0.02 | % | ||||||
Executive Officers | ||||||||||
Karen Dunn Kelley | Invesco High Yield Municipal Fund — Class Y | 4,043.26 | 0.00 | % | ||||||
Tracy S. Sullivan | Invesco Limited Term Municipal Income Fund — Class Y | 546.98 | 0.00 | % | ||||||
| Invesco Municipal Income Fund — Class Y | 1,136.87 | 0.00 | % | |||||||
C-5
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
Name of Trustee/ Nominee/Officer | Fund and Class | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Independent Trustees | ||||||||||
James T. Bunch | Premier Portfolio — Investor Class | 6,966.10 | 0.02 | % | ||||||
Jack M. Fields | Premier Portfolio — Investor Class | 6,010.00 | 0.02 | % | ||||||
Prema Mathai Davis | Premier Portfolio — Investor Class | 945,374.37 | 2.98 | % | ||||||
Larry Soll | Premier Portfolio — Investor Class | 1,136,664.45 | 3.58 | % | ||||||
Executive Officers | ||||||||||
Karen Dunn Kelley | Premier Portfolio — Investor Class | 4,412,172.96 | 13.91 | % | ||||||
INVESCO EXCHANGE FUND
Name of Trustee/ Nominee/Officer | Fund | Number of Shares of the Funds Owned Beneficially | Percent of Class | |||||||
Interested Persons | ||||||||||
Martin L. Flanagan | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Philip A. Taylor | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Independent Trustees | ||||||||||
David C. Arch | Invesco Exchange Fund | 26.00 | 0.02 | % | ||||||
James T. Bunch | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Bruce L. Crockett | Invesco Exchange Fund | 7.99 | 0.01 | % | ||||||
Albert R. Dowden | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Jack M. Fields | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Prema Mathai-Davis | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Larry Soll | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Raymond Stickel, Jr. | Invesco Exchange Fund | 7.96 | 0.01 | % | ||||||
Suzanne H. Woolsey | Invesco Exchange Fund | 20.81 | 0.02 | % | ||||||
TRUSTEE BENEFICIAL OWNERSHIP OF FUND SECURITIES
The table below indicates the aggregate dollar range of equity securities of the Funds and of all funds in the Invesco Fund Complex owned by each Trustee as of October 31, 2016.
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C-6
ANNEX D
TRUSTEE COMPENSATION TABLE
Set forth below is information regarding compensation paid to or accrued for each Trustee who was not affiliated with the Adviser during the calendar year ended December 31, 2015, unless otherwise noted. The term “Invesco Fund Complex” includes each of theopen-end andclosed-end registered investment companies advised by the Adviser.
| Aggregate Compensation From Trust(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 (InvescoTax- Exempt Funds) | AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust ) | Invesco Exchange Fund | Invesco Management Trust | Invesco Securities Trust | Short- Term Investment Trust | |||||||||||||||||||||||||||||||||||||||||||
Independent Trustees(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David C. Arch | $ | 51,949 | $ | 15,710 | $ | 6,684 | $ | 26,455 | $ | 17,414 | $ | 38,259 | $ | 16,099 | $ | 29,225 | $ | 16,225 | $ | 12,291 | $ | 1,159 | $ | 1,311 | $ | 1,219 | $ | 44,375 | ||||||||||||||||||||||||||||
James T. Bunch | 55,505 | 18,392 | 7,817 | 30,937 | 20,390 | 44,802 | 18,401 | 33,469 | 18,530 | 13,084 | 1,355 | 1,399 | 1,420 | 47,369 | ||||||||||||||||||||||||||||||||||||||||||
Bruce L. Crockett | 95,667 | 32,478 | 13,628 | 53,934 | 36,013 | 79,157 | 31,929 | 58,190 | 32,201 | 22,637 | 2,362 | 2,415 | 2,471 | 81,758 | ||||||||||||||||||||||||||||||||||||||||||
Albert R. Dowden | 54,291 | 18,146 | 7,661 | 30,319 | 20,122 | 44,245 | 18,038 | 33,025 | 18,170 | 12,823 | 1,328 | 1,370 | 1,355 | 46,346 | ||||||||||||||||||||||||||||||||||||||||||
Jack M. Fields | 50,463 | 16,927 | 7,147 | 28,285 | 18,768 | 41,277 | 16,720 | 30,615 | 16,838 | 11,918 | 1,239 | 1,273 | 1,264 | 43,073 | ||||||||||||||||||||||||||||||||||||||||||
Eli Jones(5) | 30,384 | N/A | N/A | N/A | N/A | N/A | 2,386 | 4,679 | 2,558 | 7,448 | N/A | 777 | N/A | 26,200 | ||||||||||||||||||||||||||||||||||||||||||
Prema Mathai-Davis | 54,291 | 18,109 | 7,645 | 30,257 | 20,082 | 44,154 | 17,883 | 33,025 | 18,019 | 12,823 | 1,325 | 1,370 | 1,352 | 46,346 | ||||||||||||||||||||||||||||||||||||||||||
Larry Soll | 55,159 | 18,392 | 7,817 | 30,937 | 20,390 | 44,802 | 18,401 | 33,469 | 18,530 | 12,996 | 1,355 | 1,390 | 1,420 | 47,066 | ||||||||||||||||||||||||||||||||||||||||||
Raymond Stickel, Jr. | 59,334 | 19,734 | 8,383 | 33,179 | 21,878 | 48,074 | 19,719 | 35,878 | 19,861 | 13,991 | 1,453 | 1,496 | 1,520 | 50,642 | ||||||||||||||||||||||||||||||||||||||||||
Robert C. Troccoli(5) | 31,585 | N/A | N/A | N/A | N/A | N/A | 2,508 | 4,901 | 2,681 | 7,721 | N/A | 806 | N/A | 27,231 | ||||||||||||||||||||||||||||||||||||||||||
Suzanne H. Woolsey | 51,949 | 15,710 | 6,684 | 26,455 | 17,414 | 38,259 | 16,099 | 29,225 | 16,225 | 12,291 | 1,159 | 1,311 | 1,219 | 44,375 | ||||||||||||||||||||||||||||||||||||||||||
Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Russell Burk | 103,090 | — | — | — | — | 117,866 | — | — | — | — | — | — | — | 86,677 | ||||||||||||||||||||||||||||||||||||||||||
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D-2
ANNEX E
FORM OF AMENDMENT TO EXISTING DECLARATION OF TRUST
AMENDMENT NO.
TO THE AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
This Amendment No.(the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of(the “Trust”) amends, effective as of, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of, as amended (the “Agreement”).
Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.
WHEREAS, this amendment was approved by the Trustees of the Trust and a vote of the Shareholders.
NOW, THEREFORE, the Agreement is hereby amended as follows:
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Section 2.4 Actions Affecting Portfolios and Classes. The Trustees shall have full power and authority, in their sole discretion without obtaining any prior authorization or vote of the Shareholders of any Portfolio, or Class thereof, to establish and designate and to change in any manner any Portfolio of Shares, or any Class or Classes thereof; to fix or change such preferences, voting powers, rights, and privileges of any Portfolio, or Classes thereof, as the Trustees may from time to time determine, including any change that may adversely affect a Shareholder; to divide or combine the Shares of any Portfolio, or Classes thereof, into a greater or lesser number of Shares; to classify or reclassify or convert any issued or unissued Shares of any Portfolio, or Classes thereof, into one or more Portfolios or Classes of Shares of a Portfolio and, in connection therewith, to cause some or all of the Shareholders of such Portfolio or Class to be admitted as Shareholders of such other Portfolio or Class; and to take such other action with respect to the Shares as the Trustees may deem desirable. A Portfolio and any Class thereof may issue any number of Shares but need not issue any Shares. At any time that there are no Outstanding Shares of any particular Portfolio or Class previously established and designated, the Trustees may abolish that Portfolio or Class and the establishment and designation thereof.
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(k) To sell or exchange any or all of the assets of the Trust.
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Section 6.1 Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 3.4, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any Registration Statement and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion.
Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law or the Governing Instrument that may be taken by Shareholders.
On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the Bylaws.
Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter.
Only Record Owners shall have the power to cast a vote at a meeting of Shareholders subject to the voting provisions set forth in the Governing Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.
E-1
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Section 9.4 Sale of Assets; Merger and Consolidation. The Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).
5. All capitalized terms are used herein as defined in the Agreement unless otherwise defined herein. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.
6. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of.
By:
Name: John M. Zerr
Title: Senior Vice President
E-2
ANNEX F
Fundamental Investment Restriction Regarding Investments in Physical Commodities
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F-1
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F-2
ANNEX G
EXISTINGSUB-ADVISORY AGREEMENTS
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G-1
ANNEX H
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF EACH PROPOSEDSUB-ADVISER
Invesco PowerShares Capital Management LLC
The following table provides information with respect to the principal executive officer and the directors of Invesco PowerShares Capital Management LLC. The business address of the principal executive officer and each director is 3500 Lacy Road, Suite 700, Downers Grove, IL 60515.
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H-1
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Invesco Asset Management (India) Private Limited
The following table provides information with respect to the principal executive officer and the directors of Invesco Asset Management (India) Private Limited. The business address of the principal executive officer and each director is 3rd Floor, GYS Infinity, Subhash Road, Paranjpe B Scheme, Ville Parle (East), Mumbai – 400 057, India.
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H-2
ANNEX I
SUB-ADVISORY FEE SCHEDULES FOR OTHER INVESCO FUNDS
The following table provides information with respect to the annualsub-advisory fee rates paid to Invesco PowerShares by Invesco Advisers, Inc., the investment adviser to the funds listed in the following table, all of which have similar investment objectives.
Name of Fund | Annual Sub-Advisory Fee Rate | Total Net Asserts for the Most Recently Completed Fiscal Period or Year | Fee Waiver, | |||||
Invesco All Cap Market Neutral Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 168,143,172 | Fee Waiver | ||||
Invesco Alternatives Strategies Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 1,434,629 | Fee Waiver | ||||
Invesco Balanced-Risk Aggressive Allocation Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 55,662,679 | Fee Waiver | ||||
Invesco Conservative Income Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 104,692,294 | Fee Waiver | ||||
Invesco Global Infrastructure Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 9,971,973 | Fee Waiver | ||||
Invesco Global Market Neutral Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 21,930,968 | Fee Waiver | ||||
Invesco Global Opportunities Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 14,947,848 | Fee Waiver | ||||
Invesco Global Responsibility Equity Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 1,416,668 | Fee Waiver | ||||
Invesco Global Targeted Returns Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 221,036,249 | Fee Waiver | ||||
Invesco International Companies Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 58,472,498 | Fee Waiver | ||||
Invesco Long/Short Equity Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 68,487,990 | Fee Waiver | ||||
Invesco Low Volatility Emerging Markets Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 42,985,012 | Fee Waiver | ||||
Invesco Marco Allocation Strategy Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 51,922,592 | Fee Waiver | ||||
Invesco Macro International Equity Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 7,257,641 | Fee Waiver | ||||
Invesco Marco Long/Short Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 13,485,417 | Fee Waiver | ||||
Invesco MLP Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 9,132,744 | Fee Waiver | ||||
Invesco Multi-Asset Income Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 196,798,240 | Fee Waiver | ||||
Invesco Multi-Asset Inflation Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 757,869 | Fee Waiver | ||||
Invesco Select Opportunities Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 45,814,169 | Fee Waiver | ||||
Invesco Short Duration High Yield Municipal Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 75,850,411 | Fee Waiver | ||||
Invesco Strategic Real Return Fund | 40% of the compensation paid by the Fund to Invesco on thesub-advised assets | $ | 18,391,384 | Fee Waiver | ||||
I-1
ANNEX J
