UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
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Investment Company Act file number | | 811-02611 |
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Invesco Exchange Fund |
(Exact name of registrant as specified in charter) |
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1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309 |
(Address of principal executive offices) (Zip code) |
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Sheri Morris 1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309 |
(Name and address of agent for service) |
Registrant’s telephone number, including area code: (404)439-3217
Date of fiscal year end: 12/31
Date of reporting period: 06/30/19
Item 1. Reports to Stockholders.
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![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-19-239561/g762447dsp001a.jpg) | | Semiannual Report to Shareholders | | June 30, 2019 |
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| Invesco Exchange Fund |
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| Nasdaq: | | |
| ACEHX |
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-19-239561/g762447dsp001b.jpg)
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| | 2 | | Fund Performance |
| | 3 | | Schedule of Investments |
| | 5 | | Financial Statements |
| | 8 | | Financial Highlights |
| | 9 | | Notes to Financial Statements |
| | 13 | | Fund Expenses |
| | 14 | | Approval of Investment Advisory andSub-Advisory Contracts |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by enrolling at invesco.com/edelivery.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call (800)959-4246 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
For the most currentmonth-end Fund performance and commentary, please visit invesco.com/performance.
Unless otherwise noted, all data provided by Invesco.
This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.
NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE
Fund Performance
Performance summary
Fund vs. Indexes
Cumulative total returns, December 31, 2018 to June 30, 2019, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) orfront-end sales charges, which would have reduced performance.
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Invesco Exchange Fund | | | 15.59 | % |
S&P 500 Indexq(Broad Market/Style-Specific Index) | | | 18.54 | |
LipperMulti-Cap Value Funds Index∎(Peer Group Index) | | | 15.77 | |
Source(s):qFactSet Research Systems Inc.;∎Lipper Inc.
TheS&P 500® Index isan unmanaged index considered representative of the U.S. stock market.
TheLipperMulti-Cap Value Funds Indexis an unmanaged index considered representative of multicap value funds tracked by Lipper.
The Fund is not managed to track the performance of any particular index, including the indexes described here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.
Average Annual Total Returns
As of 6/30/19
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Invesco Exchange Fund | |
Inception (12/16/76) | | | 10.65 | % |
10 Years | | | 10.70 | |
5 Years | | | 5.18 | |
1 Year | | | 10.66 | |
The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Performance figures reflect reinvested distributions and changes in net asset value. Performance figures do not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.
The above presentation, in accordance with requirements of the Securities and Exchange Commission, assumes the reinvestment of dividends. However, the Fund does not offer its shares and does not provide the option of reinvesting dividends in shares of the Fund; therefore, dividends may not be reinvested in the Fund.
The total annual Fund operating expense ratio as of the date of this report, June 30, 2019, was 0.48%. The
expense ratio presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.
Fund performance reflects any applicable fee waivers and/or expense reimbursements. Had the adviser not waived fees and/or reimbursed expenses currently or in the past, returns would have been lower. See current prospectus for more information.
Schedule of Investments(a)
June 30, 2019
(Unaudited)
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| | Shares | | | Value | |
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Common Stocks & Other Equity Interests–98.65% | |
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Auto Parts & Equipment–0.03% | | | | | | | | |
Garrett Motion, Inc. (Switzerland)(b) | | | 1,017 | | | $ | 15,611 | |
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Building Products–0.06% | | | | | | | | |
Resideo Technologies, Inc.(b) | | | 1,693 | | | | 37,111 | |
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Commodity Chemicals–0.02% | | | | | | | | |
AdvanSix, Inc.(b) | | | 413 | | | | 10,090 | |
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Construction & Engineering–1.19% | | | | | | | | |
Fluor Corp. | | | 20,788 | | | | 700,348 | |
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Diversified Banks–0.66% | | | | | | | | |
HSBC Holdings PLC, ADR (United Kingdom) | | | 9,336 | | | | 389,685 | |
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Forest Products–0.93% | | | | | | | | |
Louisiana-Pacific Corp. | | | 21,038 | | | | 551,616 | |
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Health Care Distributors–0.12% | | | | | | | | |
Cardinal Health, Inc. | | | 1,521 | | | | 71,639 | |
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Health Care Equipment–1.12% | | | | | | | | |
Baxter International, Inc. | | | 8,107 | | | | 663,963 | |
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Health Care Services–0.52% | | | | | | | | |
Cigna Corp. | | | 1,943 | | | | 306,120 | |
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Industrial Conglomerates–3.00% | | | | | | | | |
Honeywell International, Inc. | | | 10,154 | | | | 1,772,787 | |
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Industrial Gases–14.07% | | | | | | | | |
Air Products and Chemicals, Inc. | | | 36,701 | | | | 8,308,005 | |
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Industrial Machinery–1.40% | | | | | | | | |
SPX Corp.(b) | | | 11,062 | | | | 365,267 | |
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SPX FLOW, Inc.(b) | | | 11,062 | | | | 463,055 | |
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| | | | | | | 828,322 | |
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Integrated Oil & Gas–5.60% | | | | | | | | |
BP PLC, ADR (United Kingdom) | | | 27,435 | | | | 1,144,039 | |
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Exxon Mobil Corp. | | | 28,233 | | | | 2,163,495 | |
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| | | | | | | 3,307,534 | |
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IT Consulting &Other Services–2.84% | | | | | |
International Business Machines Corp. | | | 12,166 | | | | 1,677,691 | |
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Multi-line Insurance–0.15% | | | | | | | | |
American International Group, Inc. | | | 1,696 | | | | 90,363 | |
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Oil & Gas Drilling–0.02% | | | | | | | | |
Transocean Ltd.(b) | | | 1,772 | | | | 11,358 | |
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Investment Abbreviations:
ADR - American Depositary Receipt
REIT - Real Estate Investment Trust
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| | Shares | | | Value | |
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Oil & Gas Equipment & Services–4.17% | | | | | |
Baker Hughes, a GE Co., Class A | | | 12,473 | | | $ | 307,210 | |
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Halliburton Co. | | | 49,112 | | | | 1,116,807 | |
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Schlumberger Ltd. | | | 26,051 | | | | 1,035,267 | |
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| | | | | | | 2,459,284 | |
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Oil & Gas Exploration & Production–5.27% | | | | | |
Apache Corp. | | | 21,341 | | | | 618,249 | |
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Hess Corp. | | | 39,188 | | | | 2,491,181 | |
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| | | | | | | 3,109,430 | |
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Packaged Foods & Meats–16.24% | | | | | |
McCormick & Co., Inc. | | | 61,848 | | | | 9,587,058 | |
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Pharmaceuticals–15.66% | | | | | |
Johnson & Johnson | | | 21,976 | | | | 3,060,817 | |
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Merck & Co., Inc. | | | 40,140 | | | | 3,365,739 | |
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Pfizer, Inc. | | | 62,539 | | | | 2,709,190 | |
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Takeda Pharmaceutical Co. Ltd., ADR (Japan) | | | 6,086 | | | | 107,722 | |
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| | | | | | | 9,243,468 | |
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Semiconductor Equipment–1.60% | | | | | |
Versum Materials, Inc. | | | 18,355 | | | | 946,751 | |
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Semiconductors–12.60% | | | | | | | | |
Intel Corp. | | | 155,387 | | | | 7,438,376 | |
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Specialized REIT–1.48% | | | | | | | | |
Weyerhaeuser Co. | | | 33,179 | | | | 873,935 | |
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Specialty Chemicals–9.90% | | | | | | | | |
International Flavors & Fragrances, Inc. | | | 40,263 | | | | 5,841,759 | |
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Total Common Stocks & Other Equity Interests (Cost $1,391,369) | | | | 58,242,304 | |
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Money Market Funds–1.20% | | | | | | | | |
Invesco Government & Agency Portfolio, Institutional Class, 2.26%(c) | | | 247,704 | | | | 247,704 | |
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Invesco Liquid Assets Portfolio, Institutional Class, 2.40%(c) | | | 176,909 | | | | 176,980 | |
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Invesco Treasury Portfolio, Institutional Class, 2.22%(c) | | | 283,091 | | | | 283,091 | |
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Total Money Market Funds (Cost $707,722) | | | | | | | 707,775 | |
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TOTAL INVESTMENTS IN SECURITIES-99.85% (Cost $2,099,091) | | | | 58,950,079 | |
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OTHER ASSETS LESS LIABILITIES-0.15% | | | | 85,683 | |
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NET ASSETS-100.00% | | | | | | $ | 59,035,762 | |
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See accompanying Notes to Financial Statements which are an integral part of the financial statements.
Notes to Schedule of Investments:
(a) | Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s. |
(b) | Non-income producing security. |
(c) | The money market fund and the Fund are affiliated by having the same investment adviser. The rate shown is the7-day SEC standardized yield as of June 30, 2019. |
Portfolio Composition
By sector, based on Net Assets
as of June 30, 2019
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Materials | | | 24.92 | % |
Health Care | | | 17.42 | |
Information Technology | | | 17.04 | |
Consumer Staples | | | 16.24 | |
Energy | | | 15.06 | |
Industrials | | | 5.65 | |
Other Sectors, Each Less than 2% of Net Assets | | | 2.32 | |
Money Market Funds Plus Other Assets Less Liabilities | | | 1.35 | |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
Statement of Assets and Liabilities
June 30, 2019
(Unaudited)
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Assets: | | | | |
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Investments in securities, at value (Cost $1,391,369) | | $ | 58,242,304 | |
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Investments in affiliated money market funds, at value (Cost $707,722) | | | 707,775 | |
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Receivable for: | | | | |
Dividends | | | 120,390 | |
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Total assets | | | 59,070,469 | |
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Liabilities: | | | | |
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Payable for: | | | | |
Accrued fees to affiliates | | | 1,158 | |
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Accrued trustees’ and officers’ fees and benefits | | | 417 | |
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Accrued other operating expenses | | | 33,132 | |
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Total liabilities | | | 34,707 | |
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Net assets applicable to shares outstanding | | $ | 59,035,762 | |
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Net assets consist of: | | | | |
Shares of beneficial interest | | $ | 1,587,354 | |
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Distributable earnings | | | 57,448,408 | |
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| | $ | 59,035,762 | |
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Shares outstanding, no par value, with an unlimited number of shares authorized: | | | | |
Shares outstanding | | | 94,353 | |
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Net asset value per share | | $ | 625.69 | |
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See accompanying Notes to Financial Statements which are an integral part of the financial statements.
Statement of Operations
For the six months ended June 30, 2019
(Unaudited)
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Investment income: | | | | |
Dividends | | $ | 697,723 | |
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Dividends from affiliated money market funds | | | 9,643 | |
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Total investment income | | | 707,366 | |
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Expenses: | | | | |
Advisory fees | | | 86,353 | |
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Administrative services fees | | | 4,064 | |
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Custodian fees | | | 1,264 | |
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Transfer agent fees | | | 6,517 | |
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Trustees’ and officers’ fees and benefits | | | 11,767 | |
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Reports to shareholders | | | 2,908 | |
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Professional services fees | | | 21,562 | |
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Other | | | 3,762 | |
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Total expenses | | | 138,197 | |
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Less: Fees waived | | | (418 | ) |
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Net expenses | | | 137,779 | |
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Net investment income | | | 569,587 | |
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Realized and unrealized gain from: | |
Net realized gain from Investment securities | | | 2,864,052 | |
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Change in net unrealized appreciation of Investment securities | | | 4,951,019 | |
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Net realized and unrealized gain | | | 7,815,071 | |
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Net increase in net assets resulting from operations | | $ | 8,384,658 | |
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See accompanying Notes to Financial Statements which are an integral part of the financial statements.
Statement of Changes in Net Assets
For the six months ended June 30, 2019 and the year ended December 31, 2018
(Unaudited)
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| | June 30, 2019 | | | December 31, 2018 | |
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Operations: | | | | | | | | |
Net investment income | | $ | 569,587 | | | $ | 1,066,438 | |
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Net realized gain | | | 2,864,052 | | | | 5,050,315 | |
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Change in net unrealized appreciation (depreciation) | | | 4,951,019 | | | | (7,641,118 | ) |
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Net increase (decrease) in net assets resulting from operations | | | 8,384,658 | | | | (1,524,365 | ) |
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Distributions to shareholders from distributable earnings | | | (433,875 | ) | | | (1,135,800 | ) |
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Sharetransactions-net | | | (3,112,151 | ) | | | (4,750,565 | ) |
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Net increase (decrease) in net assets | | | 4,838,632 | | | | (7,410,730 | ) |
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Net assets: | | | | | | | | |
Beginning of period | | | 54,197,130 | | | | 61,607,860 | |
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End of period | | $ | 59,035,762 | | | $ | 54,197,130 | |
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See accompanying Notes to Financial Statements which are an integral part of the financial statements.
Financial Highlights
June 30, 2019
(Unaudited)
The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | | Years Ended December 31, | |
| | 2019 | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |
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Net asset value, beginning of period | | | $545.26 | | | | $ 572.51 | | | | $ 531.03 | | | | $ 471.21 | | | | $ 581.70 | | | | $ 555.94 | |
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Net investment income(a) | | | 5.87 | | | | 10.30 | | | | 12.73 | (b) | | | 10.17 | | | | 10.68 | | | | 10.43 | |
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Net gains (losses) on securities (both realized and unrealized) | | | 79.06 | | | | (26.44 | ) | | | 41.56 | | | | 63.67 | | | | (39.46 | ) | | | 20.69 | |
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Total from investment operations | | | 84.93 | | | | (16.14 | ) | | | 54.29 | | | | 73.84 | | | | (28.78 | ) | | | 31.12 | |
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Less: | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income(c) | | | (4.50 | ) | | | (10.51 | ) | | | (12.58 | ) | | | (9.91 | ) | | | (81.60 | ) | | | (5.25 | ) |
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Distributions from net realized gains | | | - | | | | (0.60 | ) | | | (0.23 | ) | | | (4.11 | ) | | | (0.11 | ) | | | (0.11 | ) |
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Total distributions | | | (4.50 | ) | | | (11.11 | ) | | | (12.81 | ) | | | (14.02 | ) | | | (81.71 | ) | | | (5.36 | ) |
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Net asset value, end of period | | | $625.69 | | | | $ 545.26 | | | | $ 572.51 | | | | $ 531.03 | | | | $ 471.21 | | | | $ 581.70 | |
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Total return(d) | | | 15.59 | % | | | (2.83 | )% | | | 10.37 | % | | | 15.71 | % | | | (4.20 | )% | | | 5.64 | % |
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Net assets, end of period (000’s omitted) | | | $59,036 | | | | $54,197 | | | | $61,608 | | | | $59,908 | | | | $55,000 | | | | $70,094 | |
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Portfolio turnover rate(e) | | | 0 | % | | | 0 | % | | | 0 | % | | | 1 | % | | | 0 | % | | | 0 | % |
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Ratios/supplemental data based on average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
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With fee waivers and/or expense reimbursements | | | 0.48 | %(f) | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % | | | 0.57 | % | | | 0.53 | % |
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Without fee waivers and/or expense reimbursements | | | 0.48 | %(f) | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % | | | 0.57 | % | | | 0.53 | % |
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Ratio of net investment income to average net assets | | | 1.98 | %(f) | | | 1.76 | % | | | 2.37 | %(b) | | | 2.01 | % | | | 1.94 | % | | | 1.77 | % |
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(a) | Calculated using average shares outstanding. |
(b) | Net investment income per share and the ratio of net investment income to average net assets includes significant dividends received during the year ended December 31, 2017. Net investment income per share and the ratio of net investment income to average net assets excluding the significant dividends are $10.43 and 1.94%. |
(c) | Effective September 30, 2015, the Fund distributed substantially all of its taxable earnings to shareholders in order to qualify as a regulated investment company, under the requirements of Subchapter M of the Internal Revenue Code. |
(d) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable. |
(e) | Portfolio turnover is not annualized for periods less than one year, if applicable. |
(f) | Ratios are annualized and based on average daily net assets (000’s omitted) of $58,046. |
See accompanying Notes to Financial Statements which are an integral part of the financial statements.
Notes to Financial Statements
June 30, 2019 (Unaudited)
(Unaudited)
NOTE 1—Significant Accounting Policies
Invesco Exchange Fund, (the “Fund”), is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified,open-end management investment company.
The Fund’s principal investment objective is long-term growth of capital, while the production of current income is an important secondary objective.
The Fund does not currently offer shares to the public for purchase.
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 946,Financial Services – Investment Companies.
The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A. | Security Valuations– Securities, including restricted securities, are valued according to the following policy. |
A security listed or traded on an exchange (except convertible securities) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in theover-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and asked prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and asked prices. For purposes of determining net asset value (“NAV”) per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
Investments inopen-end andclosed-end registered investment companies that do not trade on an exchange are valued at theend-of-day net asset value per share. Investments inopen-end andclosed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
Debt obligations (including convertible securities) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such asinstitution-size trading in similar groups of securities, developments related to specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Pricing services generally value debt obligations assuming orderly transactions of institutional round lot size, but a fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.
Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that the investment adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.
Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/asked quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
The Fund may invest in securities that are subject to interest rate risk, meaning the risk that the prices will generally fall as interest rates rise and, conversely, the prices will generally rise as interest rates fall. Specific securities differ in their sensitivity to changes in interest rates depending on their individual characteristics. Changes in interest rates may result in increased market volatility, which may affect the value and/or liquidity of certain Fund investments.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B. | Securities Transactions and Investment Income– Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income (net of withholding tax, if any) is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on theex-dividend date. |
The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.
Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and the Statement of Changes in Net Assets, or the net investment income per share and the ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.
C. | Country Determination– For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted. |
D. | Distributions– Distributions from net investment income, if any, are declared and paid quarterly and are recorded on theex-dividend date. Distributions from net realized capital gain, if any, are generally declared and paid annually and recorded on theex-dividend date. |
E. | Federal Income Taxes –The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements. |
The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F. | Accounting Estimates –The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after theperiod-end date and before the date the financial statements are released to print. |
G. | Indemnifications– Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote. |
NOTE 2—Advisory Fees and Other Fees Paid to Affiliates
The Fund has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund accrues daily and pays monthly an annual fee of 0.30% based on the average daily net assets of the Fund.
Under the terms of a mastersub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separatesub-advisory agreements with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the “AffiliatedSub-Advisers”) the Adviser, not the Fund, will pay 40% of the fees paid to the Adviser to any such AffiliatedSub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such AffiliatedSub-Adviser(s).
Further, the Adviser has contractually agreed, through at least June 30, 2021, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.
For the six months ended June 30, 2019, the Adviser waived advisory fees of $418.
The Fund has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the six months ended June 30, 2019, expenses incurred under this agreement are shown in the Statement of Operations asAdministrative services fees. Also, Invesco has entered into asub-administration agreement whereby State Street Bank and Trust Company (“SSB”) serves as custodian and fund accountant and provides certain administrative services to the Fund.
The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the
course of providing such services. IIS may make payments to intermediaries that provide omnibus account services,sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services orsub-accounting services are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the six months ended June 30, 2019, expenses incurred under the agreement are shown in the Statement of Operations asTransfer agent fees.
NOTE 3—Additional Valuation Information
GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:
| Level 1 – | Prices are determined using quoted prices in an active market for identical assets. |
| Level 2 – | Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others. |
| Level 3 – | Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information. |
As of June 30, 2019, all of the securities in this Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
NOTE 4—Cash Balances
The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company, the custodian bank. Such balances, if any atperiod-end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.
NOTE 5—Tax Information
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryforward)under income tax regulations. The tax character of distributions paid during the year and the tax components of net assets will be reported at the Fund’s fiscalyear-end.
Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in eight tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforwards in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.
The Fund did not have a capital loss carryforward as of December 31, 2018.
NOTE 6—Investment Transactions
The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the six months ended June 30, 2019 was $0 and $152, respectively. Cost of investments, including any derivatives, on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reportingperiod-end.
| | | | |
Unrealized Appreciation (Depreciation) of Investments on a Tax Basis | |
|
| |
Aggregate unrealized appreciation of investments | | $ | 56,890,296 | |
|
| |
Aggregate unrealized (depreciation) of investments | | | (39,324 | ) |
|
| |
Net unrealized appreciation of investments | | $ | 56,850,972 | |
|
| |
Cost of investments for tax purposes is $2,099,107.
NOTE 7—Reclassification of Permanent Differences
Primarily as a result of differing book/tax treatment of Redemptionin-kind transactions, on June 30, 2019, undistributed net realized gain (loss) was decreased by $2,869,827 and shares of beneficial interest was increased by $2,869,827. This reclassification had no effect on the net assets of the Fund.
NOTE 8—Share Information
| | | | | | | | | | | | | | | | |
| | Summary of Share Activity | |
|
| |
| | Six Months Ended June 30, 2019(a) | | | Year Ended December 31, 2018 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
|
| |
Sold | | | – | | | $ | – | | | | – | | | $ | – | |
|
| |
Reacquired | | | (5,043 | ) | | | (3,112,151 | ) | | | (8,215 | ) | | | (4,750,565 | ) |
|
| |
Net (decrease) in share activity | | | (5,043 | ) | | $ | (3,112,151 | ) | | | (8,215 | ) | | $ | (4,750,565 | ) |
|
| |
(a) | There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 66% of the outstanding shares of the Fund. IDI may have an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. |
Calculating your ongoing Fund expenses
Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service(12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2019 through June 30, 2019.
Actual expenses
The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.
The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | |
| | ACTUAL | | HYPOTHETICAL (5% annual return before expenses) | | |
Beginning Account Value (01/01/19) | | Ending Account Value (06/30/19)1 | | Expenses Paid During Period2 | | Ending Account Value (06/30/19) | | Expenses Paid During Period2 | | Annualized Expense Ratio |
$1,000.00 | | $1,155.90 | | $2.57 | | $1,022.41 | | $2.41 | | 0.48% |
1 | The actual ending account value is based on the actual total return of the Fund for the period January 1, 2019 through June 30, 2019, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses. |
2 | Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half year. |
Approval of Investment Advisory andSub-Advisory Contracts
At meetings held on June 10, 2019, the Board of Trustees (the Board or the Trustees) of Invesco Exchange Fund (the Fund) as a whole, and the independent Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Fund’s Master Investment Advisory Agreement with Invesco Advisers, Inc. (Invesco Advisers and the investment advisory agreement) and the Master IntergroupSub-Advisory Contract for Mutual Funds with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. and separatesub-advisory contracts with Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited (collectively, the AffiliatedSub-Advisers and thesub-advisory contracts) for another year, effective July 1, 2019. After evaluating the factors discussed below, among others, the Board approved the renewal of the Fund’s investment advisory agreement and thesub-advisory contracts and determined that the compensation payable by the Fund to Invesco Advisers and by Invesco Advisers to the AffiliatedSub-Advisers is fair and reasonable.
The Board’s Evaluation Process
The Board’s Investments Committee has established threeSub-Committees, which meet throughout the year to review the performance of funds advised by Invesco Advisers (the Invesco Funds). As part of a regularly scheduled basis ofin-person Board meetings, theSub-Committees meet with portfolio managers for their assigned Invesco Funds and other members of management to review detailed information about investment performance and portfolio attributes of these funds. The Board took into account evaluations and reports that it received from the Investments Committee andSub-Committees, as well as the information provided to such committees and the Board throughout the year, in considering whether to approve each Invesco Fund’s investment advisory agreement andsub-advisory contracts.
As part of the contract renewal process, the Board reviews and considers information provided in response to detailed requests for information submitted to management by the independent Trustees with assistance from legal counsel to the independent Trustees. The Board receives comparative investment performance and fee data regarding the Invesco Funds prepared by Invesco Advisers and Broadridge Financial Solutions, Inc. (Broadridge), an independent mutual fund data provider. The Board also receives an independent written evaluation from the Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. The Senior Officer’s evaluation is prepared as part of his
responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. In addition to meetings with Invesco Advisers and fund counsel throughout the year, the independent Trustees also discuss the continuance of the investment advisory agreement andsub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.
The discussion below is a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement, as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement andsub-advisory contracts. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them during the course of the year and in prior years and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee. This information is current as of June 10, 2019.
Factors and Conclusions and Summary of Independent Written Fee Evaluation
A. | Nature, Extent and Quality of Services Provided by Invesco Advisers and the AffiliatedSub-Advisers |
The Board reviewed the nature, extent and quality of the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager(s). The Board’s review included consideration of Invesco Advisers’ investment process oversight and structure, credit analysis and investment risk management. The Board also considerednon-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, third party oversight, internal audit, valuation, portfolio trading and legal and compliance. The Board also received and reviewed information about Invesco Advisers’ role as administrator of the Invesco Funds’ liquidity risk management program. The Board also reviewed and considered the benefits to shareholders of investing in a fund that is part of the Invesco family of funds under the umbrella of Invesco Ltd., Invesco Advisers’ parent company, and noted Invesco Ltd.’s depth and experience in conducting an investment management business, as well as its commitment of financial and other resources to such business. The Board reviewed and
considered information about the resources that Invesco Advisers intends to continue to commit to managing the Invesco family of funds following Invesco Ltd.’s acquisition of OppenheimerFunds, Inc. and its subsidiaries. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory.
The Board reviewed the services that may be provided by the AffiliatedSub-Advisers under thesub-advisory contracts and the credentials and experience of the officers and employees of the AffiliatedSub-Advisers who provide these services. The Board noted the AffiliatedSub-Advisers’ expertise with respect to certain asset classes and that the AffiliatedSub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the AffiliatedSub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that thesub-advisory contracts may benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the AffiliatedSub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the AffiliatedSub-Advisers are appropriate and satisfactory.
B. | Fund Investment Performance |
The Board considered Fund investment performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund investment performance as a relevant factor in considering whether to approve thesub-advisory contracts for the Fund, as no AffiliatedSub-Adviser currently manages assets of the Fund.
The Board compared the Fund’s investment performance over multiple time periods ending December 31, 2018 to the performance of funds in the Broadridge performance universe and against the LipperLarge-Cap Core Funds Index. The Board noted that the Fund’s performance was in the first quintile of its performance universe for the one year period, the fourth quintile for the three year period, and the fifth quintile for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was above the performance of the Index for the one year period, and below the performance of the Index for the three and five year periods. The Board noted that the Fund’s holdings in and underweight and overweight exposure to certain sectors detracted from the Fund’s long-term
14 Invesco Exchange Fund
performance. The Board noted the unique investment objective and passive investment policies of the Fund and considered their impact on Fund performance in the current market environment. In light of these considerations, the Board concluded that the Fund’s performance was consistent with its unique, passive investment program under applicable market conditions. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.
C. | Advisory andSub-Advisory Fees and Fund Expenses |
The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Broadridge expense group. The Board noted that the contractual management fee rate for shares of the Fund was below the median contractual management fee rate of funds in its expense group. The Board noted that the term “contractual management fee” for funds in the expense group may include both advisory and certainnon-portfolio management administrative services fees, but that Broadridge does not provide information on a fund by fund basis as to what is included. The Board also reviewed the methodology used by Broadridge in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group. The Board also considered comparative information regarding the Fund’s total expense ratio and its various components.
The Board noted that Invesco Advisers has contractually agreed to waive fees and/or limit expenses of the Fund for the term disclosed in the Fund’s registration statement in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for the Fund.
The Board noted that Invesco Advisers and the AffiliatedSub-Advisers do not manage other similarly managed mutual funds or client accounts.
The Board also considered the services that may be provided by the AffiliatedSub-Advisers pursuant to thesub-advisory contracts, as well as the fees payable by Invesco Advisers to the AffiliatedSub-Advisers pursuant to thesub-advisory contracts.
D. | Economies of Scale and Breakpoints |
The Board considered the extent to which there may be economies of scale in the provision of advisory services to the Fund. The Board considered Invesco’s reinvestment in its business, including investments in business infrastructure and cybersecurity. The Board noted that the Fund does not benefit from economies of scale through contractual breakpoints, but does share directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds. The Board
noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements.
E. | Profitability and Financial Resources |
The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the Invesco Funds and the profitability of Invesco Advisers and its affiliates in providing these services. The Board considered the methodology used for calculating profitability and noted the periodic review of such methodology by an independent consultant. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its affiliates provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, extent and quality of the services provided. The Board received information from Invesco Advisers demonstrating that Invesco Advisers and the AffiliatedSub-Advisers are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement andsub-advisory contracts.
F. | Collateral Benefits to Invesco Advisers and its Affiliates |
The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for providing administrative and transfer agency services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Broadridge and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; and that the services are required for the operation of the Fund.
The Board considered that the Fund’s uninvested cash may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board considered information regarding the returns of the affiliated money market funds relative to comparable overnight investments, as well as the costs to the Fund of such investments. The Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds with respect to investments in the affiliated money market funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to
the Fund’s investment in the affiliated money market funds of uninvested cash.
15 Invesco Exchange Fund
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Go paperless with eDelivery
Visit invesco.com/edelivery to enjoy the convenience and security of anytime electronic access to your investment documents.
With eDelivery, you can elect to have any or all of the following materials delivered straight to your inbox to download, save and print from your own computer:
∎ Fund reports and prospectuses
∎ Quarterly statements
∎ Daily confirmations
∎ Tax forms
Invesco mailing information
Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.
Important notice regarding delivery of security holder documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.
Fund holdings and proxy voting information
The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on FormN-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s FormsN-Q on the SEC website at sec.gov. Copies of the Fund’s FormsN-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are shown below.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/ proxyguidelines. The information is also available on the SEC website,sec.gov.
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Information regarding how the Fund voted proxies related to its portfolio securities during the most recent12-month period ended June 30 is available at invesco.com/proxysearch. The information is also available on the SEC website, sec.gov. | | ![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-19-239561/g762447dsp0014b.jpg) |
Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd. |
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SEC file numbers: 811-02611 | | Invesco Distributors, Inc. | | VK-EXCH-SAR-1 | | |
Not applicable for a semi-annual report.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
PricewaterhouseCoopers LLP (“PwC”) informed the Trust that it has identified an issue related to its independence under Rule2-01(c)(1)(ii)(A) of RegulationS-X (referred to as the Loan Rule). The Loan Rule prohibits accounting firms, such as PricewaterhouseCoopers LLP, from being deemed independent if they have certain financial relationships with their audit clients or certain affiliates of those clients. The Trust is required under various securities laws to have its financial statements audited by an independent accounting firm.
The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit 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 Fund Complex). PwC informed the Trust it and certain affiliates and covered persons have relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex.
On June 20, 2016, the SEC Staff issued a“no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al.,No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. On June 18, 2019, the SEC adopted amendments to the Loan Rule (the “Amendments”) addressing many of the issues that led to the issuance of theno-action letter. The Amendments become effective and supersede theno-action letter on October 3, 2019, 90 days after publication in the Federal Register. In connection with prior independence determinations, PwC communicated, as contemplated by theno-action letter, that it believes that it remains objective and impartial and that a reasonable investor possessing all the facts would conclude that PwC is able to exhibit the requisite objectivity and impartiality to report on the Funds’ financial statements as the independent registered public accounting firm. PricewaterhouseCoopers LLP also represented that it has complied with PCAOB Rule 3526(b)(1) and (2), which are conditions to the Funds relying on the no action letter, and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. Therefore, the Adviser, the Funds and PwC concluded that PricewaterhouseCoopers LLP could continue as the Funds’ independent registered public accounting firm. The Invesco Fund Complex relied upon theno-action letter in reaching this conclusion.
If in the future the independence of PwC is called into question under the Loan Rule by circumstances that are not addressed in the SEC’sno-action letter, the Funds will need to take other action in order for the Funds’ filings with the SEC containing financial statements to be deemed compliant with applicable securities laws. Such additional actions could result in additional costs, impair the ability of the Funds to issue new shares or have other material adverse effects on the Funds. The SECno-action relief was initially set to expire 18 months from issuance but has been extended by the SEC without an expiration date, except that theno-action letter will be withdrawn upon the effectiveness of the Amendments.
During the reporting period, PwC advised the Audit Committee of the following matter for consideration under the SEC’s auditor independence rules. PwC advised the Audit Committee that a PwC Director held a financial interest in an investment company within the Invesco Fund Complex that was inconsistent with the requirements of Rule2-01(c)(1) of RegulationS-X. PwC noted, among other things, that during the time of its audit, the engagement team was not aware of the investment, the individual was not in the chain of command of the audit or the audit partners of Invesco or the affiliate of the Registrant, the services provided by the individual was not relied upon by the audit engagement team with respect to the audit of the Registrant or its affiliates and the investments was not material to the net worth of the individual or his respective immediate family members which they considered in reaching their conclusion. PwC advised the Audit Committee that it believes its objectivity and impartiality had not been adversely affected by these matters as they related to the audit of the Registrant.
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ITEM 5. | | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
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| | Not applicable. |
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ITEM 6. | | SCHEDULE OF INVESTMENTS. |
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| | Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form. |
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ITEM 7. | | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
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| | Not applicable. |
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ITEM 8. | | PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
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| | Not applicable. |
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ITEM 9. | | PURCHASES OF EQUITY SECURITIES BYCLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
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| | Not applicable. |
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ITEM 10. | | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
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| | None. |
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ITEM 11. | | CONTROLS AND PROCEDURES. |
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(a) | | As of August 13, 2019, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of August 13, 2019, the Registrant’s disclosure controls and procedures were reasonably designed to ensure: (1) that information required to be disclosed by the Registrant on FormN-CSR is recorded, processed, summarized and reported within the time periods |
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| | specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure. |
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(b) | | There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the Act) that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
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ITEM 12. | | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES |
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| | Not applicable. |
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ITEM 13. | | EXHIBITS. |
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13(a) (1) | | Not applicable. |
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13(a) (2) | | Certifications of principal executive officer and principal financial officer as required by Rule30a-2(a) under the Investment Company Act of 1940. |
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13(a) (3) | | Not applicable. |
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13(a) (4) | | Not applicable |
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13(b) | | Certifications of principal executive officer and principal financial officer as required byRule 30a-2(b) under the Investment Company Act of 1940. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant: Invesco Exchange Fund
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By: | | /s/ Sheri Morris |
| | Sheri Morris |
| | Principal Executive Officer |
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Date: | | September 6, 2019 |
Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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By: | | /s/ Sheri Morris |
| | Sheri Morris |
| | Principal Executive Officer |
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Date: | | September 6, 2019 |
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By: | | /s/ Kelli Gallegos |
| | Kelli Gallegos |
| | Principal Financial Officer |
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Date: | | September 6, 2019 |