DEF 14A 1 d276559ddef14a.htm DEF 14A DEF 14A

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under § 240.14a-12

AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)

AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

AIM FUNDS GROUP (INVESCO FUNDS GROUP)

AIM GROWTH SERIES (INVESCO GROWTH SERIES)

AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)

AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)

AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)

AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)

AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)

AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)

INVESCO EXCHANGE FUND

INVESCO MANAGEMENT TRUST

INVESCO SECURITIES TRUST

SHORT-TERM INVESTMENTS TRUST

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  1)  

Title of each class of securities to which transaction applies:

 

     

  2)  

Aggregate number of securities to which transaction applies:

 

     

  3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  4)  

Proposed maximum aggregate value of transaction:

 

     

  5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  1)  

Amount Previously Paid:

 

     

  2)  

Form, Schedule or Registration Statement No.:

 

     

  3)  

Filing Party:

 

     

  4)  

Date Filed:

 

     

 

 

 


AIM Counselor Series Trust (Invesco Counselor Series Trust)

AIM Equity Funds (Invesco Equity Funds)

AIM Funds Group (Invesco Funds Group)

AIM Growth Series (Invesco Growth Series)

AIM International Mutual Funds (Invesco International Mutual Funds)

AIM Investment Funds (Invesco Investment Funds)

AIM Investment Securities Funds (Invesco Investment Securities Funds)

AIM Sector Funds (Invesco Sector Funds)

AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)

Invesco Exchange Fund

Invesco Management Trust

Invesco Securities Trust

Short-Term Investments Trust

1555 Peachtree Street, N.E.

Atlanta, Georgia 30309

NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS

To Be Held March 9, 2017

Notice is hereby given to the Shareholders of each of the series portfolios (each, a “Fund,” and collectively, the “Funds”) of each investment company listed above (each, a “Trust,” and together, the “Trusts”)1 that a Special Joint Meeting of Shareholders of the Funds (the “Meeting”) will be held at 1555 Peachtree Street, N.E. Atlanta, Georgia 30309 on March 9, 2017, at 10:30 a.m. Eastern Standard Time.

The Boards of Trustees (each, a “Board,” and together, the “Boards”) of the Funds have carefully considered the proposals below, believe that they are in the best interests of the Funds and their shareholders, and unanimously recommend that you vote FOR each of the proposals. The enclosed proxy statement provides you with detailed information on each proposal including how it will benefit shareholders.

The Meeting is to be held for the following purposes:

1. For all Funds, to elect 15 trustees to each Board, each of whom will serve until his or her successor is elected and qualified.

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 Intergroup Sub-Advisory Contract to add new sub-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 Intergroup Sub-Advisory Contract to add Invesco PowerShares Capital Management LLC.

 

1 

Certain other Invesco funds are issuing separate proxy solicitation materials but will also be included in the Special Joint Meeting of Shareholders to be held on March 9, 2017.


(b) For all Funds other than Premier U.S. Government Money Portfolio, to approve an amendment to the current Master Intergroup Sub-Advisory Contract to add Invesco Asset Management (India) Private Limited.

5. To approve changing the 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’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction.

(b) For Invesco World Bond Fund, to approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction.

6. To transact such other business as may properly come before the Meeting or any adjournments thereof.

Shareholders of record of each Fund on December 12, 2016 are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting.

THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR ALL OF THE APPLICABLE PROPOSALS LISTED IN THE JOINT PROXY STATEMENT.

By order of the Boards of Trustees,

 

LOGO

Senior Vice President, Chief Legal Officer and Secretary

January 12, 2017

IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY PROXY. PLEASE PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S), REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.

If you attend the Meeting and wish to vote in person, you will be able to do so and your vote at the Meeting will revoke any proxy you may have submitted. Merely attending the Meeting, however, will not revoke a previously given proxy.

In order to avoid the additional expense of further solicitation, we ask that you mail your proxy card(s) or record your voting instructions by telephone or via the internet promptly.

Your vote is extremely important. No matter how many or how few shares you own, please send in your proxy card(s), or vote by telephone or the internet today.


AIM Counselor Series Trust (Invesco Counselor Series Trust) (“ACST”)

AIM Equity Funds (Invesco Equity Funds) (“AEF”)

AIM Funds Group (Invesco Funds Group) (“AFG”)

AIM Growth Series (Invesco Growth Series) (“AGS”)

AIM International Mutual Funds (Invesco International Mutual Funds) (“AIMF”)

AIM Investment Funds (Invesco Investment Funds) (AIF”)

AIM Investment Securities Funds (Invesco Investment Securities Funds) (“AIS”)

AIM Sector Funds (Invesco Sector Funds) (“ASEF”)

AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (“ATEF”)

AIM 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

SPECIAL JOINT MEETING OF SHAREHOLDERS

To Be Held March 9, 2017

INTRODUCTION

This Joint Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (each, a “Board,” and together, the “Boards”) of each investment company listed above (each, a “Trust,” and together, the “Trusts”)1. Each of the separate funds within a Trust is referred to as a “Fund,” and they are collectively referred to as the “Funds.” The proxies are to be voted at a Special Joint Meeting of Shareholders of the Funds, and all adjournments thereof (the “Meeting”), to be held at 1555 Peachtree Street, N.E. Atlanta, Georgia 30309, on March 9, 2017, at 10:30 a.m. Eastern Standard Time. The approximate mailing date of this Joint Proxy Statement and accompanying proxy cards is on or about January 12, 2017.

The Board has fixed December 12, 2016 as the record date (the “Record Date”) for the determination of holders of shares of each Fund entitled to vote at the Meeting. Shareholders of record of any class of a Fund as of the close of business on the Record Date are entitled to vote their respective shares at the Meeting. A list of all of the Funds, along with the number of shares outstanding of each class of each Fund on the Record Date, can be found in Annex A. Each share of a Fund that you own entitles you to one vote on each proposal set forth in the table below that applies to such Fund (a fractional share has a fractional vote).

If you have any questions about the information set forth in this Joint Proxy Statement, please contact us at the 24-hour Automated Investor Line at 1-800-246-5463 or online at www/invesco.com/us.

Important Notice Regarding the Availability of Proxy Materials for the Meeting

This Joint Proxy Statement and a copy of the Proxy Cards (together, the “Proxy Materials”) are available at www.proxy-direct.com/inv-28383. The Proxy Materials will be available on the internet through the day of the Meeting.

We have previously sent to shareholders the most recent annual report for their Fund, including financial statements, and the most recent semiannual report for the period after the annual report, if any. If you have not received such report(s) or would like to receive an additional copy, without charge, a request should be directed to the Secretary of the respective Fund by calling 1-800-959-4246, or by writing to the Secretary of the respective Fund at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.

Only one copy of this Joint Proxy Statement will be mailed to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. Upon request, we will mail a separate copy of this Joint Proxy Statement to a shareholder at a shared address to which a single copy of this Joint Proxy Statement was mailed. Any shareholder who wishes to receive a separate proxy statement should contact their Fund at 1-866-209-2450.

 

1 

Certain other Invesco funds are issuing separate proxy solicitation materials, but will also be included in the Special Joint Meeting of Shareholders to be held on March 9, 2017.


The following table summarizes the proposals to be presented at the Meeting (each a “Proposal” and, together, the “Proposals”) and the shareholders entitled to vote. The Boards unanimously approved each of the Proposals.

 

   

Proposal

  

Funds Voting on the Proposal

1.      

To elect 15 trustees to each Board, each of whom will serve until his or her successor is elected and qualified.

   All Funds
2.  

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.

   All Funds
3.  

To approve changing the fundamental investment restriction regarding the purchase or sale of physical commodities.

   All Funds
4.
 

To approve an amendment to certain Funds’ current Master Intergroup Sub-Advisory Contract for Mutual Funds to add new sub-advisers as follows (includes two (2) sub-proposals):

  
 

(a)    To approve an amendment to the current Master Intergroup Sub-Advisory Contract to add Invesco PowerShares Capital Management LLC.

   Funds identified in Annex B
 

(b)    To approve an amendment to the current Master Intergroup Sub-Advisory Contract to add Invesco Asset Management (India) Private Limited.

   All Funds except Premier U.S. Government Money Portfolio
5.
 

To approve changing the sub-classification from “diversified” to “non-diversified” as follows (includes two (2) sub-proposals):

  
 

(a)    To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction.

   Invesco Macro Allocation Strategy Fund (formerly known as Invesco Global Markets Strategy Fund)
 

(b)    To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction.

   Invesco World Bond Fund (formerly known as Invesco International Total Return Fund)

Voting at the Meeting

Shareholders of a Fund on the Record Date are entitled to one vote per share, and a proportional vote for each fractional share, with respect to each Proposal for which they are entitled to vote, with no share having cumulative voting rights. A quorum of shareholders is necessary to hold a valid meeting. The voting and quorum requirements for each Proposal are described below.

If you intend to attend the Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a bank, broker or other custodian (i.e., in “street name”), in order to gain admission to the Meeting you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date.

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 “legal proxy” from your broker, bank or other nominee and present it at the Meeting.

You may contact the Funds at 1-800-959-4246 to obtain directions to the site of the Meeting.

The Funds do not know of any business other than the Proposals that will, or is proposed to, be presented for consideration at the Meeting. If any other matters are properly presented, the persons named on the enclosed proxy cards shall vote proxies in accordance with their best judgment.

 

2


THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR EACH PROPOSAL.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

Below is a brief overview of the subject of the shareholder vote. Your vote is important, no matter how large or small your holdings may be. Please read the full text of this Joint Proxy Statement, which contains additional information about the Proposals, and keep it for future reference.

PROPOSAL 1: ELECTION OF TRUSTEES

WHAT IS THE ROLE OF THE BOARD OF TRUSTEES?

Each Trust is governed by a Board of Trustees, which has oversight responsibility for the management of the Trust’s business affairs. Trustees establish procedures and oversee and review the performance of the investment adviser, the distributor, and others who perform services for the Trust. Each of the Boards is comprised of the same Trustees.

WHO ARE THE TRUSTEE NOMINEES AND HOW WERE THEY SELECTED?

Shareholders are being asked to elect 15 Trustees (the “Trustee Nominees”) 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 for re-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 Statement 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.

 

3


PROPOSAL 4: AMENDMENT TO THE MASTER INTERGROUP SUB-ADVISORY CONTRACT TO ADD INVESCO POWERSHARES CAPITAL MANAGEMENT LLC AND INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED AS SUB-ADVISERS FOR CERTAIN FUNDS

FOR WHICH FUNDS ARE SHAREHOLDERS BEING ASKED TO APPROVE THESE NEW SUB-ADVISERS?

Proposal 4 includes two sub-Proposalssub-Proposal 4(a) and sub-Proposal 4(b) — each of which involves a separate vote. In sub-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 Intergroup Sub-Advisory Contract to add Invesco PowerShares Capital Management LLC (“Invesco PowerShares”) as a sub-adviser. In sub-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 Intergroup Sub-Advisory Contract to add Invesco Asset Management (India) Private Limited (“Invesco India”) as a sub-adviser for the Funds.

WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE THESE AMENDMENTS?

Each Fund has entered into a Master Intergroup Sub-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 as sub-advisers for the Fund at the discretion of the Adviser. The Sub-Advisory Contract allows the Adviser and the Funds to receive investment advice and research services from Sub-Advisers (defined below) that are parties to the Sub-Advisory Contract, and also permits the Adviser to grant one or more of those Sub-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 of sub-advisers available to the Funds voting on sub-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 the Sub-Advisory Contract to add Invesco PowerShares or Invesco India as a sub-adviser to the Fund.

PROPOSAL 5: APPROVAL OF A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT FROM DIVERSIFIED TO NON-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 two sub-Proposalssub-Proposal 5(a) and sub-Proposal 5(b) — each of which involves a separate vote. In sub-Proposal 5(a), shareholders of the Macro Allocation Fund are being asked to approve changing the Fund’s sub-classification from a diversified fund to a non-diversified fund, as defined under the 1940 Act. In sub-Proposal 5(b), shareholders of the World Bond Fund are being asked to approve changing the Fund’s sub-classification from a diversified fund to a non-diversified fund, as defined under the 1940 Act. These changes will give each of these Funds the ability to invest a greater percentage of its assets in the obligations or securities of a smaller number of issuers than a diversified fund.

WHY ARE SHAREHOLDERS OF THESE FUNDS BEING ASKED TO APPROVE THIS CHANGE?

As explained more fully in sub-Proposal 5(a) below, the Macro Allocation Fund’s portfolio management team believes that reclassifying the Fund as non-diversified will help the Fund to meet the requirements of the SEC’s proposed amendments to the rules governing the use of derivatives by registered funds (the “Derivatives Rule”). If the Derivatives Rule is implemented, the team may need to shift from futures to physical holdings to comply with the limitations on notional leverage set forth in the Derivatives Rule, which would make it difficult for the Fund to comply with applicable testing limits. The Adviser believes the proposed change will allow the Fund to better implement its investment strategy and remain compliant

 

4


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 to non-diversified fund status.

As explained more fully in sub-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 to non-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 as non-diversified, it could gain exposure to various global markets more efficiently and cost effectively by having the flexibility to take larger positions in fewer non-US government securities.

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?

Whether you plan to attend the Meeting or not, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided. Returning the proxy card will not affect your right to attend the Meeting or to vote at the Meeting if you choose to do so. If you properly complete and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individual(s) named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices, your proxy will vote your shares “FOR” each Proposal, as recommended by the Board of your Trust, and in accordance with management’s recommendation on other matters. Proxies marked “WITHHOLD” will not be voted “FOR” a Proposal, but will be counted for purposes of determining whether a quorum is present, and will therefore have the same effect as a vote “AGAINST” each applicable Proposal, other than Proposals 1 and 2. An unfavorable vote on a Proposal by the shareholders of one Fund or Trust will not affect the implementation of such Proposal by another Fund or Trust if the Proposal is approved by the shareholders of the other Fund or Trust, as applicable. An unfavorable vote on a Proposal by the shareholders of a Fund will not affect such Fund’s implementation of other Proposals that receive a favorable vote. There is no cumulative voting with respect to the election of Trustees or any other matter.

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 I VOTE BY TELEPHONE OR THE INTERNET?

You may vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the proxy card accompanying this Joint Proxy Statement.

MAY I REVOKE MY VOTE?

If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is exercised. You can do this in one of four ways:

 

   

You may send in another duly executed proxy card bearing a later date, prior to the Meeting.

 

   

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 notify the Trusts’ Secretary in writing before the Meeting that you have revoked your proxy.

 

   

You may vote in person at the Meeting, as set forth above under the heading, “How Do I Vote in Person?

 

5


FUND SERVICE PROVIDERS

Investment Adviser of the Funds

The investment adviser for each Fund is Invesco Advisers, Inc.. The Adviser is an indirect, wholly owned subsidiary of Invesco Ltd. The Adviser is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.

Sub-Advisers of the Funds

The Adviser has entered into a sub-advisory agreement with certain affiliates to serve as sub-advisers, pursuant to which these affiliated sub-advisers may be appointed by the Adviser from time to time to provide discretionary investment management services, investment advice, and/or order execution services to a Fund. The affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940, as amended, are 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. (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). Additionally, Invesco PowerShares Capital Management LLC currently serves as a sub-adviser to 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. Each Sub-Adviser is an indirect, wholly owned subsidiary of Invesco Ltd.

Each Sub-Adviser is located at the address listed below.

Invesco Asset Management Deutschland GmbH

An der Welle 5

1st Floor

Frankfurt, Germany 60322

Invesco Asset Management Ltd.

Perpetual Park

Perpetual Park Drive

Henley-on-Thames

Oxfordshire RG91HH

United Kingdom

Invesco Asset Management (Japan) Limited

Roppongi Hills Mori Tower 14F

6-10-1 Roppongi

Minato-ku, Tokyo 106-6114

Invesco Hong Kong Limited

41/F Citibank Tower

3 Garden Road, Central

Hong Kong

Invesco Senior Secured Management, Inc.

1166 Avenue of the Americas

New York, NY 10036

Invesco Canada Ltd.

5140 Yonge Street

Suite 800

Toronto, Ontario

Canada M2N 6X7

 

6


Invesco PowerShares Capital Management LLC

3500 Lacey Road

Suite 700

Downers Grove, IL 60515

Other Service Providers of the Funds

Administrative Services

Each Fund has entered into a master administrative services agreement with the Adviser, pursuant to which the Adviser performs or arranges for the provision of accounting and other administrative services to each Fund which are not required to be performed by the Adviser under its investment advisory agreement with each Fund.

Principal Underwriter

The principal underwriter for each Fund is Invesco Distributors Inc., located at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.

Custodian and Transfer Agent

The custodian for each Fund, other than Government & Agency Portfolio, Treasury Obligations Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio, Treasury Portfolio, Premier Portfolio, Premier Tax-Exempt Portfolio, Premier U.S. Government Money Portfolio, Invesco Government Money Market, Invesco Conservative Income Fund and Invesco Tax-Exempt Cash Fund is State Street Bank and Trust Company located at One Lincoln Street, Boston, Massachusetts 02111. The custodian for Government & Agency Portfolio, Treasury Obligations Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio, Treasury Portfolio, Premier Portfolio, Premier Tax-Exempt Portfolio, Premier U.S. Government Money Portfolio, Invesco Government Money Market Fund, Invesco Conservative Income Fund and Invesco Tax-Exempt Cash Fund is Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431. The transfer agent for each Fund is Invesco Investment Services, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046, a wholly owned subsidiary of Invesco Ltd.

 

7


PROPOSAL 1

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 for re-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 for re-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 the open-end and closed-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
and Position(s) Held
with the Trusts

  

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)/
Directorship(s)
Held by Trustee
Nominee During
Past 5 Years

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

 

8


Name, year of Birth
and Position(s) Held
with the Trusts

  

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)/
Directorship(s)
Held by Trustee
Nominee During
Past 5 Years

     

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 and Co-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),      

 

9


Name, year of Birth
and Position(s) Held
with the Trusts

  

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)/
Directorship(s)
Held by Trustee
Nominee During
Past 5 Years

      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

 

10


Name, year of Birth
and Position(s) Held
with the Trusts

  

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)/
Directorship(s)
Held by Trustee
Nominee During
Past 5 Years

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

 

11


Name, year of Birth
and Position(s) Held
with the Trusts

  

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)/
Directorship(s)
Held by Trustee
Nominee During
Past 5 Years

      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.

 

(1) 

Mr. Flanagan is considered an interested person (within the meaning of the Section 2(a)(19) of the 1940 Act) of the Funds because he is an officer of the Adviser, and an officer and a director of Invesco Ltd., the ultimate parent of the Adviser.

 

(2) 

Mr. Taylor is considered an interested person (within the meaning of the Section 2(a)(19) of the 1940 Act) of the Funds because he is an officer and a director of the Adviser.

 

Current nominee for election.

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 and co-chief executive officer from January 2004 to July 2005. Previously he had been Franklin’s co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999.

Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co.

Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and a member of the executive board at the SMU Cox School of Business.

The Board believes that Mr. Flanagan’s long experience as an executive in the investment management area benefits the Funds.

 

12


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.

 

13


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. Fields co-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Securities Litigation Reform Act.

Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group, Inc. in Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government affairs.

Mr. Fields also served as a Director of Insperity, Inc. (formerly known as Administaff), a premier professional employer organization with clients nationwide until 2015. In addition, Mr. Fields 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 registered non-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.

 

14


Dr. Jones served as the executive director of the Program for Excellence in Selling and the Sales Excellence Institute at the University of Houston from 1997 to 2007. Before becoming a professor, he worked in sales and sales management for three Fortune 100 companies: Quaker Oats, Nabisco, and Frito-Lay. Dr. Jones is a past director of Arvest Bank. He received his Bachelor of Science degree in journalism in 1982, his MBA in 1986 and his Ph.D. in 1997, all from Texas A&M University.

The Board believes that Dr. Jones’ experience in academia and his experience in marketing benefits the Funds.

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, a non-profit social service agency that she established in 1981. She also directed the Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of its kind.

The Board believes that Dr. Mathai-Davis’ extensive experience in running public and charitable institutions benefits the Funds.

Teresa M. Ressel

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 a non-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.

 

15


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 a 35-year career with Deloitte & Touche. For the last five years of his career, he was the managing partner of the investment management practice for the New York, New Jersey and Connecticut region. In addition to his management role, he directed audit and tax services for several mutual fund clients.

Mr. Stickel began his career with Touche Ross & Co. (the Firm) in Dayton, Ohio, became a partner in 1976 and managing partner of the office in 1985. He also started and developed an investment management practice in the Dayton office that grew to become a significant source of investment management talent for the Firm. In Ohio, he served as the audit partner on numerous mutual funds and on public and privately held companies in other industries. Mr. Stickel has also served on the 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 a 39-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 for start-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.

 

16


Mr. Wilson also currently serves as a member of the Board of Directors of ISO New England, Inc., the company that establishes the wholesale electricity market and manages the electrical power grid in New England. Mr. Wilson is currently the chair of the Audit and Finance Committee, which also oversees cybersecurity, and a member of the systems planning committee of ISO-NE, Inc. He previously served as chair of the Human Resources and Compensation Committee and was a member of the Markets Committee. He has served on the ISO New England, Inc. board since 2011.

The Board believes that Mr. Wilson 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 its sub-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.

 

17


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) and Sub-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 for re-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

 

(1) 

Information disclosed is for the fiscal year ended August 31, 2016.

 

(2)

Information disclosed is for the fiscal year ended October 31, 2016.

 

(3) 

Information disclosed is for the fiscal year ended December 31, 2015.

 

(4) 

Information disclosed is for the fiscal year ended February 29, 2016.

 

(5) 

Information disclosed is for the fiscal year ended April 30, 2016.

 

18


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 permissible non-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.

 

19


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 the Sub-Advisers and to periodically review Fund performance information.

The Investments Committee has established three Sub-Committees and delegated to the Sub-Committees responsibility for, among other matters: (i) reviewing the performance of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the “Designated Funds”), 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.

 

20


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, Rule 17a-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’s 12b-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

 

21


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 TO EACH TRUST’S AGREEMENT AND DECLARATION OF TRUST

 

22


PROPOSAL 3

AMENDMENT OF EACH FUND’S FUNDAMENTAL INVESTMENT RESTRICTION RELATED 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.

 

23


PROPOSAL 4

APPROVAL OF AN AMENDMENT TO THE MASTER INTERGROUP SUB-ADVISORY CONTRACT TO ADD INVESCO POWERSHARES CAPITAL MANAGEMENT LLC AND INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED AS SUB-ADVISERS FOR CERTAIN FUNDS

Proposal 4 includes two sub-Proposalssub-Proposal 4(a) and sub-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 Funds except 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.

Existing Sub-Advisory Contract

In 2007, a Master Intergroup Sub-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 as sub-advisers for such Funds at the discretion of the Adviser (the “Existing Sub-Advisers”). The date that each Fund individually approved the Sub-Advisory Contract, the date the Sub-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 Existing Sub-Advisers on behalf of each Fund during each Fund’s last fiscal year are provided in Annex G.

Pursuant to sub-Proposal 4(a), the shareholders of each Identified Fund are now being asked to approve an amendment to the Sub-Advisory Contract to add Invesco PowerShares Capital Management LLC (“Invesco PowerShares”) as a sub-adviser for the Identified Funds. This amendment would create a new sub-advisory agreement between the Adviser and Invesco PowerShares on behalf of the Identified Funds (the “PowerShares Sub-Advisory Agreement”).

In addition, pursuant to sub-Proposal 4(b), the shareholders of each Fund are now being asked to approve an amendment to the Sub-Advisory Contract to add Invesco Asset Management (India) Private Limited (“Invesco India”) as a sub-adviser for the Funds. This amendment would create a new sub-advisory agreement between the Adviser and Invesco India on behalf of the Funds (the “India Sub-Advisory Agreement”).

Invesco PowerShares and Invesco India are together referred to as the “Proposed Sub-Advisers.” The PowerShares Sub-Advisory Agreement and the India Sub-Advisory Agreement are together referred to as the “Proposed Sub-Advisory Agreements.”

Reasons for Adding the Proposed Sub-Advisers to the Existing Sub-Advisory Contract

The Sub-Advisory Contract allows the Adviser and the Funds to receive investment advice and research services from the Existing Sub-Advisers, and also permits the Adviser to grant one or more of the Existing Sub-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 Existing Sub-Advisers, the Proposed Sub-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 of sub-advisers available to the Funds, and the addition of Invesco PowerShares to the pool of sub-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 Proposed Sub-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 Proposed Sub-Advisory Agreements are Approved

If the Proposed Sub-Advisory Agreements are approved, Invesco India will be added to the pool of sub-advisers available to the Funds, and Invesco PowerShares will be added to the pool of sub-advisers available to the Identified Funds, as described above. Otherwise, the approval of the Proposed Sub-Advisory Agreements will not result in any changes to your

 

24


Fund, except to the extent certain portfolio managers of the Proposed Sub-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 Proposed Sub-Advisory Agreements, the Adviser, not the Funds, will be responsible for the payment of fees to the Proposed Sub-Advisers. Therefore, the fees and expenses of each Fund under the Sub-Advisory Contract will not change as a result of the approval of the Proposed Sub-Advisory Agreements.

Material Terms of the Proposed Sub-Advisory Agreements

Other than the addition of the Proposed Sub-Advisers to the Sub-Advisory Contract, the material terms of the Proposed Sub-Advisory Agreements will be the same as the material terms of the Sub-Advisory Contract. The material terms of the Sub-Advisory Contract are as follows:

 

   

The Sub-Advisory Contract provides that the Adviser may, in its discretion, appoint sub-advisers, which, if sub-Proposals 4(a) and 4(b) are approved by shareholders of the Identified Funds and Funds, respectively, will include the Existing Sub-Advisers and the Proposed Sub-Advisers (together, the “Affiliated Sub-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. The Sub-Advisory Contract provides that the services and the portion of the investments of each Affected Fund to be advised or managed by each Affiliated Sub-Adviser shall be as agreed from time to time by the Adviser and the respective Affiliated Sub-Adviser. With respect to the portion of the investments of a Fund under its management, each Affiliated Sub-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 Affiliated Sub-Adviser may select; and (iii) upon the request of the Adviser, provide additional investment management services to the Fund, including but not limited to managing the Fund’s cash and cash equivalents and lending securities on behalf of the Fund.

 

   

Each Affiliated Sub-Adviser agrees under the Sub-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 Affiliated Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, the Adviser’s other clients, or an Affiliated Sub-Adviser’s other clients with research, analysis, advice and similar services. Each Affiliated Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to such Affiliated Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and such Affiliated Sub-Adviser to the Funds and their other clients, and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term.

 

   

The Sub-Advisory Contract requires that whenever an Affiliated Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by such Affiliated Sub-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.

 

   

The Sub-Advisory Contract requires that, in all matters relating to its performance, each Affiliated Sub-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 Affiliated Sub-Adviser comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations.

 

   

The Sub-Advisory Contract provides that, to the extent an Affiliated Sub-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.

 

   

The Sub-Advisory Contract provides that, to the extent an Affiliated Sub-Adviser manages a portion of a Fund’s investments, the fee that the Adviser will pay such Affiliated Sub-Adviser, computed daily and paid monthly, will

 

25


 

equal (i) 40% of the monthly compensation that the Adviser receives from the applicable Trust pursuant to its advisory agreement with such Trust, multiplied by (ii) a fraction equal to the net assets of such Fund as to which the Affiliated Sub-Adviser shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. In no event shall the aggregate monthly fees paid to the Affiliated Sub-Advisers under the Sub-Advisory Contract exceed 40% of the monthly compensation the Adviser receives from the applicable Trust pursuant to its advisory agreement with the Trust. The Sub-Advisory Contract further provides that if, for any fiscal year of a Trust, the amount of the advisory fee that a Fund would otherwise be obligated to pay to the Adviser is reduced because of contractual or voluntary fee waivers or expense limitations by the Adviser, the fee payable to each Affiliated Sub-Adviser will be reduced proportionately; and to the extent that the Adviser reimburses a Fund as a result of such expense limitations, such Affiliated Sub-Adviser will reimburse the Adviser for such reimbursement payments in the same proportion that the fee payable to such Affiliated Sub-Adviser bears to the advisory fee.

 

   

The Sub-Advisory Contract requires each Affiliated Sub-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.

 

   

The Sub-Advisory Contract requires each Affiliated Sub-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.

 

   

The Sub-Advisory Contract requires each Affiliated Sub-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 Affiliated Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Funds, and to consult with the Board and the Adviser regarding the Funds’ investment affairs, including economic, statistical and investment matters related to the Affiliated Sub-Adviser’s duties, and to provide periodic reports to the Adviser relating to the investment strategies it employs.

 

   

The Sub-Advisory Contract requires each Affiliated Sub-Adviser to assist in the fair valuation of portfolio securities held by the Funds.

 

   

The Sub-Advisory Contract requires each Affiliated Sub-Adviser, upon the Adviser’s request, to review draft reports to shareholders and other documents and provide comments on a timely basis.

 

   

The Sub-Advisory Contract includes an express representation and warranty by each Affiliated Sub-Adviser that it has adopted a code of ethics meeting the requirements of applicable law.

 

   

The Sub-Advisory Contract requires each Affiliated Sub-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 Affiliated Sub-Adviser has a proxy voting policy approved by the Board, such Affiliated Sub-Adviser’s proxy voting policy.

 

   

The Sub-Advisory Contract requires each Affiliated Sub-Adviser to provide the Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Funds.

 

   

The Sub-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. The Sub-Advisory Contract is terminable for any Fund or any Affiliated Sub-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 Affiliated Sub-Adviser(s); or (ii) by the Adviser on sixty days’ written notice to such Affiliated Sub-Adviser(s); or (iii) by an Affiliated Sub-Adviser on sixty days’ written notice to the applicable Trust. Should the proposed sub-advisory agreement be terminated for an Affiliated Sub-Adviser, the Adviser will assume the duties and responsibilities of such Affiliated Sub-Adviser unless and until the Adviser appoints another Affiliated Sub-Adviser to perform such duties and responsibilities. In addition, the Sub-Advisory Contract will terminate automatically if assigned.

Factors Considered by the Board in Approving the Proposed Sub-Advisory Agreements

At in-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 the Sub-Advisory Contract for each Identified Fund and Fund to add

 

26


Invesco PowerShares and Invesco India to the Sub-Advisory Contract, effective upon shareholder approval. In so doing, the Board determined that the compensation to each Proposed Sub-Adviser under the Sub-Advisory Contract is fair and reasonable and adopted the Sub-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 Proposed Sub-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 Proposed Sub-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 Proposed Sub-Advisory Agreements, and therefore the amendment to the Sub-Advisory Contract.

A. NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED BY THE PROPOSED SUB-ADVISERS

The Board reviewed the services expected to be provided by the Proposed Sub-Advisers under the Sub-Advisory Contract and the credentials and experience of the officers and employees of the Proposed Sub-Advisers. The Board noted that the Proposed Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Board noted that the Proposed Sub-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 the Sub-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 Proposed Sub-Advisers in managing the Funds. The Board concluded that the nature, extent and quality of services that may be provided by the Proposed Sub-Advisers were appropriate and satisfactory and consistent with the terms of the Sub-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 the Sub-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 Proposed Sub-Advisers pursuant to the Sub-Advisory Contract, as well as the fees payable by the Adviser pursuant to the Sub-Advisory Contract. The Board noted that the Adviser retains overall responsibility for, and provides services to, sub-advised Funds, including oversight of the Proposed Sub-Advisers. The Board also noted that the sub-advisory fees are not paid directly by the Funds, but rather, are payable by the Adviser to the Proposed Sub-Advisers. The Board noted that the Adviser does not expect that the Proposed Sub-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 the sub-advisory services to the Funds. Because the sub-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 Proposed Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the Sub-Advisory Contract.

 

27


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
ended August 31, 2016)

  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 California Tax-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   

 

28


AIM Investment Funds (Invesco Investment Funds) (fiscal year ended
October 31, 2015)

  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

Invesco Tax-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   

Premier Tax-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   

 

29


Invesco Management Trust (fiscal year ended August 31, 2016)

  Total $ Amount of
Brokerage Commissions
Paid to Affiliated Brokers
    Percentage of
Brokerage Commissions
Paid to Affiliated Brokers
 

Invesco Conservative Income Fund

    N/A        N/A   

Invesco Securities Trust (fiscal year ended October 31, 2015)

   

Invesco Balanced-Risk Aggressive Allocation Fund

    N/A        N/A   

Short-Term Investments Trust (fiscal year ended August 31, 2016)

   

Government & Agency Portfolio

    N/A        N/A   

Liquid Assets Portfolio

    N/A        N/A   

STIC Prime Portfolio

    N/A        N/A   

Tax-Free Cash Reserve Portfolio

    N/A        N/A   

Treasury Obligations Portfolio

    N/A        N/A   

Treasury Portfolio

    N/A        N/A   

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 Proposed Sub-Advisers

The following table lists the current Trustees and executive officers of the Funds who are also officers and/or directors of a Proposed Sub-Adviser. No Trustee and/or officer of a Fund owns securities or has any other material direct or indirect interest in a Proposed Sub-Adviser or any other person controlling, controlled by or under common control with a Proposed Sub-Adviser.

 

Name and Position(s) Held with the Funds

   Position Held With Proposed Sub-Adviser(s)  

John M. Zerr

  

Senior Vice President, Chief Legal Officer and Secretary

     Managing Director of Invesco PowerShares   

 

SUB-PROPOSAL 4(a):   

APPROVE AN AMENDMENT TO THE MASTER INTERGROUP SUB-ADVISORY CONTRACT TO ADD INVESCO POWERSHARES CAPITAL MANAGEMENT LLC AS A SUB-ADVISER FOR THE IDENTIFIED FUNDS

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:

 

Invesco Ltd.

Invesco Holding Company Limited

(Perpetual Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire, RG9 1HH, United Kingdom)

Invesco Holding Company (US), Inc.

(Two Peachtree Pointe, 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309)

Invesco Group Services, Inc.

(Two Peachtree Pointe, 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309)

IVZ UK Limited

(Perpetual Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire, RG9 1HH, United Kingdom)

Invesco Management Group, Inc.

(11 Greenway Plaza, Suite 1000, Houston, TX 77046)

Invesco North American Holdings, Inc.

(Two Peachtree Pointe, 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309)

Invesco PowerShares

 

30


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 a sub-adviser to other funds with investment objectives similar to certain Identified Funds are set forth in Annex I.

Effective Date of the PowerShares Sub-Advisory Agreement

If sub-Proposal 4(a) is approved by shareholders of the Identified Funds, the PowerShares Sub-Advisory Agreement is expected to become effective for each Identified Fund as of the date that the PowerShares Sub-Advisory Agreement is entered into between the Adviser and Invesco PowerShares. Following implementation, the PowerShares Sub-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 PowerShares Sub-Advisory Agreement on an annual basis.

If sub-Proposal 4(a) is not approved by shareholders of the Identified Funds, the Sub-Advisory Contract currently in place will remain in effect, and Invesco PowerShares will not be added as a sub-adviser to the Identified Funds. There will be no changes to the agreements among the Identified Funds, the Adviser, and the Existing Sub-Advisers under the Sub-Advisory Contract.

THE BOARD OF EACH IDENTIFIED FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE MASTER INTERGROUP SUB-ADVISORY CONTRACT TO ADD INVESCO POWERSHARES CAPITAL MANAGEMENT LLC AS A SUB-ADVISER FOR THE IDENTIFIED FUNDS

 

SUB-PROPOSAL 4(b):

  

APPROVE AN AMENDMENT TO THE MASTER INTERGROUP SUB-ADVISORY CONTRACT TO ADD INVESCO ASSET MANAGEMENT (INDIA) PRIVATE LIMITED AS A SUB-ADVISER FOR ALL FUNDS OTHER THAN PREMIER U.S. GOVERNMENT MONEY PORTFOLIO

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:

 

Invesco Ltd.

Invesco Holding Company Limited

(Perpetual Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire, RG9 1HH, United Kingdom)

Invesco Pacific Group Limited

(Perpetual Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire, RG9 1HH, United Kingdom)

Invesco Asset Management Pacific Limited

(41/F, Champion Tower, Three Garden Road, Central, Hong Kong)

Invesco Hong Kong Limited

(41/F, Champion Tower, Three Garden Road, Central, Hong Kong)

Invesco India

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 or sub-adviser to other funds with investment objectives similar to the Funds.

 

31


Effective Date of the India Sub-Advisory Agreement

If sub-Proposal 4(b) is approved by shareholders of the Funds, the India Sub-Advisory Agreement is expected to become effective for each Fund as of the date that the India Sub-Advisory Agreement is entered into between the Adviser and Invesco India. Following implementation, the India Sub-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 India Sub-Advisory Agreement on an annual basis.

If sub-Proposal 4(b) is not approved by shareholders of the Funds, the Sub-Advisory Contract currently in place will remain in effect, and Invesco India will not be added as a sub-adviser to the Funds. There will be no changes to the agreements among the Funds, the Adviser, and the Existing Sub-Advisers under the Sub-Advisory Contract.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE MASTER INTERGROUP SUB-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 THE SUB-CLASSIFICATION UNDER THE 1940 ACT FROM DIVERSIFIED TO NON-DIVERSIFIED AND ELIMINATION OF A RELATED FUNDAMENTAL INVESTMENT RESTRICTION

Proposal 5 includes two sub-Proposalssub-Proposal 5(a) and sub-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.

The Invesco Macro Allocation Strategy Fund (the “Macro Allocation Fund”) and Invesco World Bond Fund (“World Bond Fund”) are currently sub-classified as “diversified” funds for purposes of Section 5(b)(1) of the 1940 Act. As diversified funds, the Macro Allocation Fund and World Bond Fund are limited as to the amount they may invest in any single issuer. Specifically, for 75% of its total assets, each Fund currently may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. In addition, for 75% of its total assets, each Fund may not hold more than 10% of the outstanding voting securities of any one issuer. The restrictions in Section 5(b)(1) do not apply to investments in U.S. government securities, securities of other investment companies (for example, other funds), cash and cash items.

In addition, the Macro Allocation Fund and World Bond Fund each currently has a fundamental investment limitation on diversification (which may only be changed with shareholder approval), which states:

The Fund is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

If shareholders approve changing each Fund’s sub-classification from diversified to non-diversified, this corresponding fundamental investment limitation will be eliminated.

If sub-Proposals 5(a) and 5(b) are approved by shareholders, the Macro Allocation Fund and World Bond Fund will no longer be subject to the diversification limitation set forth in Section 5(b)(1) of the 1940 Act or each Fund’s current fundamental investment limitation on diversification. Although each Fund would no longer be subject to the 1940 Act diversification restrictions if shareholders approve each sub-Proposal, each Fund will continue to be subject to federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “IRC”). For purposes of the IRC, each Fund operates as a “regulated investment company.” As such, each Fund must meet certain diversification requirements, including the requirement that, in general, at least 50% of the market value of its total assets at the close of each quarter of its taxable year must be invested in cash, cash equivalents, U.S. government securities, securities of other regulated investment companies, and securities of issuers (including foreign governments) with respect to which the Fund has invested no more than 5% of its total assets in securities of any one issuer and owns no more than 10% of the outstanding voting securities of any issuer. Each Fund also must invest no more than 25% of the value of its total assets in securities (other than U.S. government securities and securities of other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and is engaged in the same, similar or related trades or businesses or, collectively, in the securities of certain publicly traded partnerships. These limits apply only as of the close of each quarter of each Fund’s taxable year. These federal tax diversification requirements may change in the future without shareholder approval.

 

SUB-PROPOSAL 5(a):

APPROVAL OF A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT OF INVESCO MACRO ALLOCATION STRATEGY FUND FROM DIVERSIFIED TO NON-DIVERSIFIED AND ELIMINATION OF A RELATED FUNDAMENTAL INVESTMENT RESTRICTION

Shareholders of the Macro Allocation Fund are being asked to approve changing the Fund’s sub-classification from a diversified fund to a non-diversified fund, as defined under the 1940 Act, and to approve the elimination of a related fundamental investment restriction on diversification. The Macro Allocation Fund was initially classified as non-diversified

 

33


when first launched, but has operated as diversified for three years and as such has lost its non-diversified status as a matter of law in accordance with SEC guidance. The Adviser believes that changing the Macro Allocation Fund’s sub-classification back to non-diversified will benefit the Fund’s investment team by giving it the ability to invest a greater percentage of the Fund’s assets in fewer issuers or any one issuer. The Fund’s portfolio management team believes that reclassifying the Fund as non-diversified will best position the Fund to meet the requirements of the SEC’s proposed amendments to the rules governing the use of derivatives by registered funds (the “Derivatives Rule”). Today, the Fund’s portfolio management team uses futures contracts to obtain global government bond exposure. If the Derivatives Rule is implemented, the team may need to shift from futures to physical holdings to comply with the limitations on notional leverage set forth in the Derivatives Rule. This shift would make it difficult for the Fund to comply with the testing limits of Section 5(b)(1) of the 1940 Act.

The Adviser believes sub-Proposal 5(a) benefits the Macro Allocation Fund by allowing it to better implement its investment strategy and remain compliant with the limits of the 1940 Act. Although the Fund’s sub-classification will change to “non-diversified” if sub-Proposal 5(a) is approved, the Fund’s exposure to underlying reference assets is not expected to materially change in connection with the shift to non-diversified fund status. However, shareholders should note that if the change in the Macro Allocation Fund’s sub-classification to “non-diversified” is approved, the Fund’s risk profile may increase. This is because the investment return on a non-diversified fund typically is dependent upon the performance of the obligations or securities of a smaller number of issuers than a diversified fund. A non-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, a non-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, if sub-Proposal 5(a) is approved on behalf of the Macro Allocation Fund, the Fund would be subject to greater risk than it currently is subject to as a diversified fund.

The Board for the Macro Allocation Fund considered the recommendation of the Adviser to change the Funds’ sub-classification under the 1940 Act to a non-diversified company and to eliminate the Fund’s related fundamental investment restriction. The Board considered all relevant factors, including the potential impact of sub-Proposal 5(a) on the Fund and its risk profile. Following its consideration of these matters, the Board unanimously approved the proposed change in the Macro Allocation Fund’s sub-classification to “non-diversified” and the elimination of the Fund’s related fundamental investment restriction. It is anticipated that this sub-Proposal 5(a), if approved, will be effective upon notification to shareholders of the changes through appropriate revisions to the Macro Allocation Fund’s Prospectuses and Statement of Additional Information.

If sub-Proposal 5(a) is not approved by shareholders of the Macro Allocation 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 MACRO ALLOCATION FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE CHANGE IN THE SUB-CLASSIFICATION AND ELIMINATION OF THE RELATED FUNDAMENTAL INVESTMENT RESTRICTION

 

SUB-PROPOSAL 5(b):

APPROVAL OF A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT OF INVESCO WORLD BOND FUND FROM DIVERSIFIED TO NON-DIVERSIFIED AND ELIMINATION OF A RELATED FUNDAMENTAL INVESTMENT RESTRICTION

Shareholders of the World Bond Fund are being asked to approve changing the Fund’s sub-classification from a diversified fund to a non-diversified fund, as defined under the 1940 Act, and to approve the elimination of the Fund’s related fundamental investment restriction on diversification. The Adviser believes that changing the World Bond Fund’s sub-classification will benefit the Fund’s investment team by giving it the ability to invest a greater percentage of the Fund’s assets in fewer issuers or any one issuer. The portfolio management team of the World Bond Fund 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 to non-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. Today, the limitations of Section 5(b)(1) of the 1940 Act require the team to gain exposure to a particular country’s bond market through multiple smaller holdings of diverse issuers, including corporate issuers, that are often less liquid and offer less available securities, thereby increasing transaction costs and other inefficiencies in positioning. The team believes that if the World Bond Fund is reclassified as non-diversified, the Fund could gain exposure to various global markets more efficiently and cost effectively by having the flexibility to take larger positions

 

34


in fewer non-US government securities rather than seeking such exposure through a more diversified basket of government and non-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 believes sub-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’s sub-classification to “non-diversified” is approved, the Fund’s risk profile may increase. This is because the investment return on a non-diversified fund typically is dependent upon the performance of the obligations or securities of a smaller number of issuers than a diversified fund. A non-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, a non-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, if sub-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 a non-diversified company and to eliminate the Fund’s related fundamental investment restriction. The Board considered all relevant factors, including the potential impact of sub-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’s sub-classification to “non-diversified” and the elimination of the Fund’s related fundamental investment restriction. It is anticipated that this sub-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.

If sub-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 THE SUB-CLASSIFICATION AND ELIMINATION OF THE RELATED FUNDAMENTAL INVESTMENT RESTRICTION

 

35


OTHER INFORMATION

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.

 

Name, Year of Birth

and Position(s) Held

with the Funds

  Officer Since  

Principal Occupation(s) During Past 5 Years

Sheri Morris — 1964

President, Principal Executive Officer and Treasurer

  2010  

President, Principal Executive Officer and Treasurer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

 

Formerly: Vice President and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Russell C. Burk —1958

Senior Vice President and Senior Officer

  2010   Senior Vice President and Senior Officer, The Invesco Funds

John M. Zerr — 1962

Senior Vice President, Chief Legal Officer and Secretary

  2010  

Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco AIM Investment Services, Inc.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Managing Director, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

 

Formerly: Director, Senior Vice President, Secretary and General Counsel, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco AIM Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco AIM Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment

    Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)

Karen Dunn Kelley — 1960

Senior Vice President

  2010   Senior Managing Director, Investments, Invesco Ltd.; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman and Director, Invesco Senior Secured Management,

 

36


Name, Year of Birth

and Position(s) Held

with the Funds

  Officer Since  

Principal Occupation(s) During Past 5 Years

   

Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc. and Invesco Management Company Limited; Senior Vice President, The Invesco Funds

 

Formerly: Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Invesco Management Trust); and President and Principal Executive Officer, 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 Asset Management (Bermuda) Ltd., Director, INVESCO Global Asset Management DAC (formerly known as INVESCO Global Asset Management Limited) and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), and Short-Term Investments Trust only)

Crissie M. Wisdom — 1969

Anti-Money Laundering Compliance Officer

  2013  

Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., The Invesco Funds, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.

 

Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp.

Robert R. Leveille — 1969

Chief Compliance Officer

  2016  

Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds

 

Formerly: Chief Compliance Officer, Putnam Investments and the Putnam Funds

Kelli Gallegos — 1970

Vice President, Principal Financial Officer and Assistant Treasurer

  2010  

Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Assistant Treasurer, Invesco PowerShares Capital Management LLC, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

 

Formerly: Assistant Vice President, The Invesco Funds

Tracy Sullivan — 1962

Vice President, Chief Tax Officer and Assistant Treasurer

  2010  

Vice President, Chief Tax Officer and Assistant Treasurer, The Invesco Funds; Assistant Treasurer, Invesco PowerShares Capital Management LLC, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

 

Formerly: Assistant Vice President, The Invesco Funds

Principal Shareholders of the Funds

The persons who as of October 31, 2016 held of record more than 5% of the shares of a Fund are set forth in Annex J. To the knowledge of each Fund, no other persons own, directly or beneficially, 5% or more of the shares of any Fund.

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 adopted pre-approval policies and procedures, the Audit Committee has preapproved all audit and non-audit services provided to each Fund by its independent registered public accounting firm. Pre-approval by the Audit Committee of any permissible non-audit services is not, however, required so long as: (i) the aggregate amount of all such permissible non-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 permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by a Fund at the time of the engagement to be non-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 its pre-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 its pre-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 its pre-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 its pre-approval policies and procedures.

Covered Entities

For each Fund’s two most recently completed fiscal years, the aggregate non-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 to pre-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 of non-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 Rule 20a-4 and Amendment to Rule 20a-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 vote one-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 vote one-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 “broker non-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 be non-routine. Because Proposals 2 through 5 may be considered non-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 “broker non-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 broker non-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 of one-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 broker non-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 broker non-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 broker non-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 $500,000 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

 

40


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

Management of each Fund does not intend to present, and does not have reason to believe that others will present, any other items of business at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies.

Failure of a quorum to be present at the Meeting for any Fund may necessitate adjournment and may subject such Fund to additional expense.

If you cannot be present in person, you are requested to fill in, sign and return the enclosed proxy card(s), for which no postage is required if mailed in the United States, or record your voting instructions by telephone or via the internet promptly.

 

LOGO

Senior Vice President, Chief Legal Officer and Secretary

January 12, 2017

 

41


ANNEX A

FUNDS

The following list sets forth each of the investment companies and their series (each a “Fund” and collectively, the “Funds”) participating in the Joint Special Meeting of Shareholders to be held at 1555 Peachtree Street, N.E. Atlanta, Georgia 30309 on March 9, 2017, at 10:30 a.m. Eastern Standard Time. The name in the first column below is the legal name for each Fund.

 

Registrant

   Shares Outstanding(1)  

AIM Counselor Series Trust (Invesco Counselor Series Trust)

  

Invesco American Franchise Fund

  

Class A

     473,772,213.67   

Class B

     5,692,185.18   

Class C

     22,097,025.05   

Class R

     1,697,900.14   

Class Y

     8,891,306.79   

Class R5

     3,017,615.42   

Class R6

     6,758,986.35   

Invesco California Tax-Free Income Fund

  

Class A

     27,398,383.87   

Class B

     885,578.70   

Class C

     4,415,194.60   

Class Y

     3,242,801.48   

Invesco Core Plus Bond Fund

  

Class A

     64,247,600.17   

Class B

     499,912.17   

Class C

     10,269,259.41   

Class R

     775,178.55   

Class Y

     47,202,377.86   

Class R5

     411,350.74   

Class R6

     99,904,495.00   

Invesco Equally-Weighted S&P 500 Fund

  

Class A

     39,026,789.34   

Class B

     93,418.04   

Class C

     19,589,160.11   

Class R

     2,310,112.46   

Class Y

     46,786,843.21   

Class R6

     13,345,021.99   

Invesco Equity And Income Fund

  

Class A

     956,423,440.29   

Class B

     15,108,534.46   

Class C

     155,967,908.10   

Class R

     20,626,641.97   

Class Y

     89,944,160.57   

Class R5

     42,947,880.96   

Class R6

     29,031,724.50   

Invesco Floating Rate Fund

  

Class A

     92,120,347.14   

Class C

     61,670,627.72   

Class R

     821,211.87   

Class Y

     102,696,104.23   

Class R5

     262,263.17   

Class R6

     75,206,876.86   

Registrant

   Shares Outstanding(1)  

Invesco Global Real Estate Income Fund

  

Class A

     38,747,591.17   

Class B

     72,276.97   

Class C

     9,557,056.42   

Class Y

     44,717,874.93   

Class R5

     1,329,848.13   

Class R6

     16,728,985.13   

Invesco Growth And Income Fund

  

Class A

     153,286,897.88   

Class B

     1,168,343.43   

Class C

     11,141,409.74   

Class R

     4,526,451.75   

Class Y

     70,103,159.77   

Class R5

     28,859,233.74   

Class R6

     26,144,326.50   

Invesco Low Volatility Equity Yield Fund

  

Class A

     17,159,423.96   

Class B

     239,523.10   

Class C

     2,811,531.02   

Class R

     23,501.44   

Class Y

     725,934.98   

Investor Class

     4,866,601.63   

Class R5

     1,267,409.86   

Invesco Pennsylvania Tax Free Income Fund

  

Class A

     6,981,696.53   

Class B

     35,715.63   

Class C

     678,179.82   

Class Y

     300,169.57   

Invesco S&P 500 Index Fund

  

Class A

     25,677,715.18   

Class B

     119,411.47   

Class C

     9,866,221.36   

Class Y

     4,221,059.71   

Invesco Short Duration High Yield Municipal Fund

  

Class A

     4,171,048.66   

Class C

     2,453,577.37   

Class Y

     1,193,690.63   

Class R5

     2,665.97   
 

 

A-1


Registrant

   Shares Outstanding(1)  

Invesco Small Cap Discovery Fund

  

Class A

     44,313,679.22   

Class B

     483,289.53   

Class C

     5,927,902.82   

Class Y

     7,878,094.42   

Class R5

     176,932.78   

Class R6

     7,572,469.38   

Invesco Strategic Real Return Fund

  

Class A

     1,140,639.84   

Class C

     89,156.49   

Class R

     10,324.42   

Class Y

     870,979.34   

Class R5

     1,001.00   

Class R6

     1,011.23   

AIM Equity Funds (Invesco Equity Funds)

  

Invesco Charter Fund

  

Class A

     186,328,495.60   

Class B

     1,502,285.56   

Class C

     11,211,115.50   

Class R

     1,857,967.63   

Class S

     985,749.79   

Class Y

     5,415,206.90   

Class R5

     1,979,642.53   

Class R6

     163,969.66   

Invesco Diversified Dividend Fund

  

Class A

     319,468,733.84   

Class B

     820,663.68   

Class C

     42,225,793.24   

Class R

     13,166,291.72   

Class Y

     213,640,482.91   

Investor Class

     111,638,539.22   

Class R5

     184,009,553.03   

Class R6

     145,605,138.65   

Invesco Summit Fund

  

Class A

     3,019,910.07   

Class B

     17,103.29   

Class C

     304,841.88   

Class P

     101,408,958.72   

Class S

     189,633.98   

Class Y

     232,190.89   

Class R5

     993.40   

AIM Funds Group (Invesco Funds Group)

  

Invesco European Small Company Fund

  

Class A

     13,648,047.25   

Class B

     100,850.69   

Class C

     2,500,699.97   

Class Y

     19,020,995.84   

Invesco Global Core Equity Fund

  

Class A

     53,934,194.94   

Class B

     1,186,544.18   

Class C

     6,376,412.48   

Class R

     74,476.96   

Class Y

     1,752,137.15   

Class R5

     15,147.35   

Registrant

   Shares Outstanding(1)  

Invesco International Small Company Fund

  

Class A

     7,420,880.32   

Class B

     63,776.29   

Class C

     1,024,746.02   

Class Y

     3,331,819.61   

Class R5

     585,009.31   

Class R6

     891,565.19   

Invesco Small Cap Equity Fund

  

Class A

     37,149,806.44   

Class B

     256,932.31   

Class C

     4,595,458.42   

Class R

     5,268,267.85   

Class Y

     27,140,556.01   

Class R5

     7,396,170.74   

Class R6

     3,584,032.41   

AIM Growth Series (Invesco Growth Series)

  

Invesco Alternative Strategies Fund

  

Class A

     84,875.10   

Class C

     16,880.39   

Class R

     1,844.21   

Class Y

     49,726.88   

Class R5

     1,001.00   

Class R6

     1,001.00   

Invesco Balanced-Risk Retirement Now Fund

  

Class A

     1,184,900.31   

Class AX

     1,007,410.56   

Class B

     10,215.73   

Class C

     428,947.46   

Class CX

     208,832.44   

Class R

     202,703.99   

Class RX

     7,801.91   

Class Y

     61,766.41   

Class R5

     15,821.69   

Class R6

     66,134.68   

Invesco Balanced-Risk Retirement 2020 Fund

  

Class A

     4,295,723.47   

Class AX

     822,221.82   

Class B

     78,869.75   

Class C

     885,096.37   

Class CX

     181,370.27   

Class R

     793,887.79   

Class RX

     46,484.55   

Class Y

     402,305.91   

Class R5

     131,200.90   

Class R6

     170,954.30   
 

 

A-2


Registrant

   Shares Outstanding(1)  

Invesco Balanced-Risk Retirement 2030 Fund

  

Class A

     5,093,109.95   

Class AX

     658,497.42   

Class B

     132,334.25   

Class C

     1,370,973.29   

Class CX

     94,796.01   

Class R

     997,625.57   

Class RX

     63,758.29   

Class Y

     384,715.01   

Class R5

     327,002.85   

Class R6

     244,231.48   

Invesco Balanced-Risk Retirement 2040 Fund

  

Class A

     3,878,412.39   

Class AX

     364,034.39   

Class B

     55,474.27   

Class C

     738,063.27   

Class CX

     37,756.63   

Class R

     877,573.94   

Class RX

     28,546.46   

Class Y

     186,521.85   

Class R5

     91,714.60   

Class R6

     274,399.85   

Invesco Balanced-Risk Retirement 2050 Fund

  

Class A

     2,163,944.34   

Class AX

     161,581.57   

Class B

     35,915.60   

Class C

     666,214.67   

Class CX

     18,481.53   

Class R

     457,350.15   

Class RX

     10,964.51   

Class Y

     377,506.71   

Class R5

     88,742.21   

Class R6

     129,519.52   

Invesco Conservative Allocation Fund

  

Class A

     21,606,284.87   

Class B

     629,630.40   

Class C

     6,409,905.36   

Class R

     851,303.66   

Class S

     192,218.27   

ClassY

     429,475.70   

Class R5

     1,283.50   

Invesco Convertible Securities Fund

  

Class A

     33,959,331.72   

Class B

     84,218.66   

Class C

     5,773,762.13   

Class Y

     24,653,303.61   

Class R5

     226,299.67   

Class R6

     589,054.10   

Registrant

   Shares Outstanding(1)  

Invesco Global Low Volatility Equity Yield Fund

  

Class A

     7,487,697.09   

Class B

     99,583.48   

Class C

     900,897.46   

Class R

     111,417.54   

Class Y

     267,139.00   

Class R5

     93,997.91   

Invesco Growth Allocation Fund

  

Class A

     55,739,045.17   

Class B

     2,388,839.29   

Class C

     10,329,624.80   

Class R

     1,572,167.99   

Class S

     1,642,683.60   

Class Y

     457,566.30   

Class R5

     871.66   

Invesco Income Allocation Fund

  

Class A

     32,549,596.04   

Class B

     191,783.04   

Class C

     11,023,257.00   

Class R

     448,925.32   

Class Y

     2,881,219.67   

Class R5

     74,250.10   

Invesco International Allocation Fund

  

Class A

     10,104,888.04   

Class B

     121,981.29   

Class C

     2,202,647.67   

Class R

     458,757.68   

Class Y

     685,204.54   

Class R5

     603,685.46   

Invesco Mid Cap Core Equity Fund

  

Class A

     39,273,689.84   

Class B

     671,540.06   

Class C

     6,955,446.57   

Class R

     2,860,236.10   

Class Y

     4,000,168.84   

Class R5

     1,786,508.04   

Class R6

     162,172.80   

Invesco Moderate Allocation Fund

  

Class A

     46,089,878.21   

Class B

     1,485,676.05   

Class C

     10,505,586.51   

Class R

     1,346,562.88   

Class S

     2,173,605.12   

Class Y

     418,260.62   

Class R5

     1,091.52   

Invesco Multi-Asset Inflation Fund

  

Class A

     52,193.34   

Class C

     17,737.09   

Class R

     1,001.00   

Class Y

     24,156.49   

Class R5

     1,001.00   

Class R6

     1,001.00   
 

 

A-3


Registrant

   Shares Outstanding(1)  

Invesco Quality Income Fund

  

Class A

     32,192,653.88   

Class B

     62,655.30   

Class C

     1,341,270.05   

Class Y

     5,476,407.53   

Class R5

     11,452,569.13   

Invesco Small Cap Growth Fund

  

Class A

     16,979,803.81   

Class B

     58,482.17   

Class C

     575,327.59   

Class R

     3,357,300.88   

Class Y

     4,520,964.88   

Investor Class

     6,175,769.49   

Class R5

     26,820,087.74   

Class R6

     4,948,290.44   

AIM International Mutual Funds (Invesco International Mutual Funds)

  

Invesco Asia Pacific Growth Fund

  

Class A

     14,419,574.30   

Class B

     125,478.29   

Class C

     2,447,807.82   

Class Y

     10,375,467.77   

Invesco European Growth Fund

  

Class A

     13,306,635.05   

Class B

     65,804.56   

Class C

     2,681,257.33   

Class R

     378,232.21   

Class Y

     20,394,431.91   

Investor Class

     4,310,942.41   

Invesco Global Growth Fund

  

Class A

     10,989,369.23   

Class B

     83,256.32   

Class C

     903,319.97   

Class Y

     448,464.90   

Class R5

     384.48   

Class R6

     11,362,015.91   

Invesco Global Opportunities Fund

  

Class A

     869,707.37   

Class C

     213,257.75   

Class R

     20,893.72   

Class Y

     33,714.70   

Class R5

     1,001.00   

Class R6

     929.37   

Invesco Global Responsibility Equity Fund

  

Class A

     4,543.95   

Class C

     1,003.37   

Class R

     1,001.00   

Class Y

     4,001.00   

Class R5

     1,001.00   

Class R6

     161,823.96   

Registrant

   Shares Outstanding(1)  

Invesco Global Small & Mid Cap Growth Fund

  

Class A

     25,369,829.06   

Class B

     266,082.78   

Class C

     1,598,909.45   

Class Y

     877,747.00   

Class R5

     725,446.39   

Invesco International Companies Fund

  

Class A

     326,181.20   

Class C

     6,740.60   

Class R

     1,387.56   

Class Y

     271,419.67   

Class R5

     1,001.00   

Class R6

     4,996,703.00   

Invesco International Core Equity Fund

  

Class A

     3,337,254.57   

Class B

     47,737.33   

Class C

     826,730.88   

Class R

     202,197.66   

Class Y

     354,570.26   

Investor Class

     952,534.57   

Class R5

     271,368.24   

Class R6

     2,448,974.13   

Invesco International Growth Fund

  

Class A

     74,377,458.09   

Class B

     292,902.14   

Class C

     5,474,536.12   

Class R

     3,278,398.14   

Class Y

     108,689,055.46   

Class R5

     45,876,841.00   

Class R6

     26,059,071.97   

Invesco Select Opportunities Fund

  

Class A

     1,497,801.82   

Class C

     1,482,408.02   

Class R

     22,571.44   

Class Y

     548,832.89   

Class R5

     1,001.00   

Class R6

     925.93   

AIM Investment Funds (Invesco Investment Funds)

  

Invesco All Cap Market Neutral Fund

  

Class A

     4,017,072.77   

Class C

     1,013,720.27   

Class R

     10,877.94   

Class Y

     4,138,402.70   

Class R5

     50,001.00   

Class R6

     6,935,994.58   

Invesco Balanced-Risk Allocation Fund

  

Class A

     160,906,607.50   

Class B

     737,962.43   

Class C

     114,404,807.34   

Class R

     2,413,487.94   

Class Y

     151,346,523.95   

Class R5

     12,537,798.25   

Class R6

     24,933,976.06   
 

 

A-4


Registrant

   Shares Outstanding(1)  

Invesco Balanced-Risk Commodity Strategy Fund

  

Class A

     6,314,868.45   

Class B

     22,939.30   

Class C

     1,048,691.47   

Class R

     111,898.26   

Class Y

     89,756,846.70   

Class R5

     28,001,781.51   

Class R6

     293,465.26   

Invesco Developing Markets Fund

  

Class A

     25,932,201.21   

Class B

     280,745.61   

Class C

     2,718,790.52   

Class Y

     35,311,171.76   

Class R5

     10,778,677.19   

Class R6

     5,507,662.56   

Invesco Emerging Market Equity Fund

  

Class A

     1,627,329.03   

Class C

     449,423.49   

Class R

     181,940.13   

Class Y

     731,140.44   

Class R5

     209,349.86   

Class R6

     949,429.50   

Invesco Emerging Markets Flexible Bond Fund

  

Class A

     784,902.64   

Class B

     17,060.67   

Class C

     182,447.89   

Class R

     39,806.33   

Class Y

     55,488.78   

Class R5

     1,022.31   

Class R6

     9,219,087.37   

Invesco Endeavor Fund

  

Class A

     6,841,822.21   

Class B

     72,946.70   

Class C

     2,206,145.03   

Class R

     1,028,810.67   

Class Y

     1,093,623.04   

Class R5

     1,167,602.80   

Class R6

     2,529,758.45   

Invesco Global Health Care Fund

  

Class A

     21,482,155.24   

Class B

     184,298.30   

Class C

     2,622,668.59   

Class Y

     689,418.62   

Investor Class

     16,786,282.24   

Invesco Global Infrastructure Fund

  

Class A

     529,349.11   

Class C

     67,944.54   

Class R

     7,587.81   

Class Y

     595,443.63   

Class R5

     1,001.00   

Class R6

     13,008.08   

Registrant

   Shares Outstanding(1)  

Invesco Global Market Neutral Fund

  

Class A

     775,942.00   

Class C

     47,165.31   

Class R

     2,489.32   

Class Y

     1,231,834.91   

Class R5

     50,001.00   

Class R6

     78,074.15   

Invesco Global Targeted Returns Fund

  

Class A

     2,420,960.66   

Class C

     1,583,908.23   

Class R

     1,713.35   

Class Y

     15,658,103.40   

Class R5

     6,101.07   

Class R6

     1,000.00   

Invesco Greater China Fund

  

Class A

     2,331,964.05   

Class B

     55,483.32   

Class C

     538,149.44   

Class Y

     221,642.87   

Class R5

     2,422.65   

Invesco Long/Short Equity Fund

  

Class A

     1,107,661.91   

Class C

     226,228.34   

Class R

     8,050.82   

Class Y

     709,795.71   

Class R5

     51,751.86   

Class R6

     4,025,763.92   

Invesco Low Volatility Emerging Markets Fund

  

Class A

     338,901.25   

Class C

     12,360.19   

Class R

     3,054.92   

Class Y

     236,028.47   

Class R5

     15,001.00   

Class R6

     4,546,758.00   

Invesco Macro Allocation Strategy Fund

  

Class A

     602,952.22   

Class C

     696,920.17   

Class R

     4,085.83   

Class Y

     3,587,808.65   

Class R5

     950.57   

Class R6

     23,100.95   

Invesco Macro International Equity Fund

  

Class A

     322,757.69   

Class C

     10,679.41   

Class R

     1,001.00   

Class Y

     407,657.23   

Class R5

     35,001.00   

Class R6

     35,001.00   
 

 

A-5


Registrant

   Shares Outstanding(1)  

Invesco Macro Long/Short Fund

  

Class A

     625,327.03   

Class C

     3,451.43   

Class R

     1,001.00   

Class Y

     654,742.62   

Class R5

     65,001.00   

Class R6

     82,657.04   

Invesco MLP Fund

  

Class A

     724,244.77   

Class C

     187,642.11   

Class R

     40,320.68   

Class Y

     614,815.58   

Class R5

     1,001.00   

Class R6

     1,001.00   

Invesco Multi-Asset Income Fund

  

Class A

     8,792,890.28   

Class C

     2,506,502.52   

Class R

     69,267.91   

Class Y

     3,253,414.61   

Class R5

     2,555.35   

Class R6

     4,816,757.86   

Invesco Pacific Growth Fund

  

Class A

     2,419,023.55   

Class B

     5,020.99   

Class C

     178,167.28   

Class R

     9,282.81   

Class Y

     277,704.82   

Class R5

     522.77   

Invesco Select Companies Fund

  

Class A

     17,994,293.37   

Class B

     146,856.37   

Class C

     6,711,500.02   

Class R

     1,765,358.19   

Class Y

     2,927,343.21   

Class R5

     1,835,923.80   

Invesco World Bond Fund

  

Class A

     2,516,543.19   

Class B

     42,167.36   

Class C

     454,939.42   

Class Y

     1,001,356.59   

Class R5

     81.24   

Class R6

     1,032.03   

AIM Investment Securities Funds (Invesco Investment Securities Funds)

  

Invesco Corporate Bond Fund

  

Class A

     130,648,221.11   

Class B

     1,697,894.41   

Class C

     11,734,793.04   

Class R

     929,239.67   

Class Y

     21,472,645.10   

Class R5

     668,878.84   

Class R6

     3,791,454.52   

Registrant

   Shares Outstanding(1)  

Invesco Global Real Estate Fund

  

Class A

     18,263,996.07   

Class B

     81,428.05   

Class C

     2,691,982.94   

Class R

     1,511,621.50   

Class Y

     87,792,338.99   

Class R5

     21,841,803.04   

Class R6

     6,303,591.87   

Invesco Government Money Market Fund

  

Cash Reserve

     879,053,482.95   

Class AX

     106,490,734.37   

Class B

     10,236,307.05   

Class BX

     927,106.56   

Class C

     87,285,898.04   

Class CX

     5,157,544.27   

Class R

     34,720,065.30   

Class Y

     28,626,398.79   

Investor Class

     131,441,645.17   

Invesco High Yield Fund

  

Class A

     191,670,092.97   

Class B

     1,669,778.90   

Class C

     25,305,288.76   

Class Y

     39,105,176.14   

Investor Class

     25,033,086.59   

Class R5

     21,310,687.10   

Class R6

     37,176,570.91   

Invesco Real Estate Fund

  

Class A

     40,341,632.26   

Class B

     188,781.05   

Class C

     5,034,258.97   

Class R

     4,421,399.22   

Class Y

     8,241,951.66   

Investor Class

     1,771,868.99   

Class R5

     16,899,438.66   

Class R6

     4,455,762.94   

Invesco Short Duration Inflation Protected Fund

  

Class A

     3,330,920.32   

Class A2

     2,203,330.47   

Class Y

     720,897.74   

Class R5

     70,249.80   

Class R6

     67,080,612.21   

Invesco Short Term Bond Fund

  

Class A

     49,864,485.41   

Class C

     53,963,650.07   

Class R

     460,899.50   

Class Y

     10,900,337.66   

Class R5

     140,557.15   

Class R6

     57,593,290.56   
 

 

A-6


Registrant

   Shares Outstanding(1)  

Invesco U.S. Government Fund

  

Class A

     65,603,041.03   

Class B

     712,012.83   

Class C

     5,010,045.99   

Class R

     763,691.48   

Class Y

     1,172,830.86   

Investor Class

     4,118,599.46   

Class R5

     123,239.88   

AIM Sector Funds (Invesco Sector Funds)

  

Invesco American Value Fund

  

Class A

     29,153,484.10   

Class B

     310,568.10   

Class C

     3,210,570.71   

Class R

     1,387,192.36   

Class Y

     9,409,087.00   

Class R5

     3,212,522.94   

Class R6

     4,360,366.59   

Invesco Comstock Fund

  

Class A

     269,117,925.54   

Class B

     2,277,154.09   

Class C

     21,418,628.74   

Class R

     13,792,757.80   

Class Y

     126,733,817.61   

Class R5

     33,052,341.75   

Class R6

     28,470,648.00   

Invesco Dividend Income Fund

  

Class A

     53,832,989.98   

Class B

     234,017.90   

Class C

     12,101,332.80   

Class Y

     26,094,554.08   

Investor Class

     4,159,788.97   

Class R5

     81,952.05   

Class R6

     3,542,789.32   

Invesco Energy Fund

  

Class A

     18,352,339.16   

Class B

     241,216.75   

Class C

     6,233,501.64   

Class Y

     1,785,940.76   

Investor Class

     7,153,080.44   

Class R5

     765,884.35   

Invesco Gold & Precious Metals Fund

  

Class A

     32,501,337.37   

Class B

     632,108.15   

Class C

     7,361,030.21   

Class Y

     9,197,897.52   

Investor Class

     17,652,008.38   

Invesco Mid Cap Growth Fund

  

Class A

     61,376,854.81   

Class B

     1,093,804.01   

Class C

     5,085,155.08   

Class R

     803,960.80   

Class Y

     2,428,797.03   

Class R5

     2,556,425.20   

Class R6

     1,362,032.31   

Registrant

   Shares Outstanding(1)  

Invesco Small Cap Value Fund

  

Class A

     66,114,205.81   

Class B

     647,195.30   

Class C

     7,118,799.49   

Class Y

     70,105,668.15   

Invesco Technology Fund

  

Class A

     7,659,402.90   

Class B

     135,504.62   

Class C

     882,881.19   

Class Y

     274,200.34   

Investor Class

     9,496,528.55   

Class R5

     2,909.81   

Invesco Technology Sector Fund

  

Class A

     4,148,035.58   

Class B

     27,889.02   

Class C

     471,757.43   

Class Y

     87,746.01   

Invesco Value Opportunities Fund

  

Class A

     48,962,410.61   

Class B

     1,068,862.80   

Class C

     6,284,079.86   

Class R

     1,152,933.48   

Class Y

     2,120,306.07   

ClassR5

     163,230.31   

AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

  

Invesco High Yield Municipal Fund

  

Class A

     467,274,298.89   

Class B

     4,465,396.38   

Class C

     113,815,022.49   

Class Y

     170,795,555.63   

Class R5

     58,221.75   

Invesco Intermediate Term Munipal Income Fund

  

Class A

     64,886,251.12   

Class B

     298,612.20   

Class C

     22,511,527.48   

Class Y

     24,460,735.56   

Invesco Limited Term Municipal Income Fund

  

Class A

     119,118,240.11   

Class A2

     6,828,835.90   

Class C

     37,234,799.14   

Class Y

     69,314,662.54   

Class R5

     1,342,758.27   

Invesco Municipal Income Fund

  

Class A

     149,453,742.85   

Class B

     566,284.34   

Class C

     19,862,743.80   

Class Y

     39,187,336.20   

Investor Class

     8,238,091.03   
 

 

A-7


Registrant

   Shares Outstanding(1)  

Invesco New York Tax Free Income Fund

  

Class A

     8,500,230.99   

Class B

     83,056.13   

Class C

     1,858,595.16   

Class Y

     1,117,700.85   

Invesco Tax-Exempt Cash Fund

  

Class A

     35,918,272.20   

Class Y

     4,748,187.93   

Investor Class

     6,422,851.84   

AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)

  

Premier Portfolio

  

Investor Class

     31,561,303.94   

Institutional Class

     700,698,636.07   

Personal Class

     10,000.00   

Private Class

     10,001.97   

Reserve Class

     10,000.00   

Resource Class

     10,005.56   

Premier Tax-Exempt Portfolio

  

Investor Class

     12,189,586.56   

Institutional Class

     52,136,099.71   

Premier U.S. Government Money Portfolio

  

Investor Class

     40,298,775.23   

Institutional Class

     5,843,816,468.81   

Invesco Exchange Fund

     114,323.44   

Invesco Management Trust

  

Invesco Conservative Income Fund

  

Institutional Class

     10,105,457.91   

Invesco Securities Trust

  

Invesco Balanced-Risk Aggressive Allocation Fund

     6,052,101.85   

Short-Term Investments Trust

  

Government & Agency Portfolio

  

Cash Management

     127,782,781.38   

Corporate Class

     316,457,956.02   

Institutional Class

     21,751,533,253.23   

Personal Class

     16,128,706.78   

Private Class

     493,364,789.74   

Reserve Class

     495,642,940.69   

Resource Class

     420,561,182.91   

Liquid Asset Portfolio

  

Cash Management

     8,410,086.45   

Corporate Class

     36,260,310.76   

Institutional Class

     349,521,575.46   

Personal Class

     626,825.42   

Private Class

     40,451,774.22   

Reserve Class

     1,138,343.73   

Resource Class

     1,340,018.88   

Registrant

   Shares Outstanding(1)  

STIC Prime Portfolio

  

Cash Management

     854,603.07   

Corporate Class

     20,010.62   

Institutional Class

     466,468,213.48   

Personal Class

     628,697.25   

Private Class

     2,465,589.19   

Reserve Class

     1,228,319.61   

Resource Class

     283,885.84   

Tax-Free Cash Reserve Portfolio

  

Cash Management

     38,694,824.29   

Corporate Class

     32,108.73   

Institutional Class

     97,139,101.47   

Personal Class

     2,001,240.14   

Private Class

     19,305,125.35   

Reserve Class

     26,759,378.38   

Resource Class

     2,117,033.18   

Treasury Obligations Portfolio

  

Cash Management

     1,617,421.81   

Corporate Class

     10,044.81   

Institutional Class

     1,309,129,477.52   

Personal Class

     1,742,261.00   

Private Class

     1,699,877.29   

Reserve Class

     72,888,142.32   

Resource Class

     193,727.31   

Treasury Portfolio

  

Cash Management

     377,685,417.34   

Corporate Class

     966,665,392.77   

Institutional Class

     20,453,482,037.11   

Personal Class

     151,751,037.71   

Private Class

     534,508,733.64   

Reserve Class

     162,505,670.83   

Resource Class

     426,637,519.24   

 

  (1)  As of December 12, 2016.
 

 

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 Intergroup Sub-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 California Tax-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

AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)

Invesco High Yield Municipal Fund

Invesco Intermediate Term Municipal Income Fund

Invesco Limited Term Municipal Income Fund

Invesco Municipal Income Fund

Invesco New York Tax Free Income Fund

Invesco Tax-Exempt Cash Fund

AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)

Premier Portfolio

Premier Tax-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)

 

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 Small Cap Growth Fund — Class R6

Invesco Small Cap Growth Fund — Class Y

    

 

2,744.06

58,224.00

  

  

    

 

0.06

1.29


 

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)

 

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 Balanced-Risk Allocation Fund — Class Y

Invesco Developing Markets Fund — Class R6

Invesco Developing Markets Fund — Class Y

Invesco Global Targeted Returns Fund — Class Y

    

 

 

 

12,950.00

3,574.77

68,823.13

192,730.52

  

  

  

  

    

 

 

 

0.01

0.07

0.20

1.14


 

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)

 

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 Energy Fund — Class Y

Invesco Mid Cap Growth Fund — Class Y

    

 

108,636.00

4,324.00

  

  

    

 

6.13

0.18


 

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

AIM TAX-EXEMPT FUNDS (INVESCO TAX-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

  

  

    

 

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

  

  

    

 

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.

 

Name of Trustee/

Nominee

  

Aggregate Dollar Range

of Equity Securities in all

Registered Investment

Companies Overseen

By Trustee or Nominee

in the Invesco Fund Complex

 

Interested Persons

  

Martin L. Flanagan

     Over $100,000   

Philip A. Taylor

     $1-$10,000   

Independent Trustees

  

David C. Arch

     Over $100,000   

James T. Bunch

     Over $100,000   

Bruce L. Crockett

     Over $100,0001   

Albert R. Dowden

     Over $100,000   

Jack M. Fields

     Over $100,0001   

Eli Jones

     Over $100,000   

Prema Mathai-Davis

     Over $100,0001   

Larry Soll

     Over $100,000   

Raymond Stickel, Jr.

     Over $100,000   

Robert C. Troccoli

     Over $100,000   

Suzanne H. Woolsey

     $50,001-100,000   

Christopher L. Wilson

     Over $100,000   

 

1 

Includes total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds.

 

C-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 the open-end and closed-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   

 

(1) 

Amounts shown for AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Invesco Management Trust and Short-Term Investment Trust are as of their fiscal year ended August 31, 2016. Amounts shown for AIM Equity Funds (Invesco Equity Funds), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds) and Invesco Securities Trust are as of their fiscal year ended October 31, 2015. Amounts shown for AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), and Invesco Exchange Fund are as of their fiscal year ended December 31, 2015. Amounts shown for AIM Investment Securities Funds (Invesco Investment Securities Funds) and AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) are as of their fiscal year ended February 29, 2016. Amounts shown for AIM Sector Funds (Invesco Sector Funds) are as of its fiscal year ended April 30, 2016. The total amount of compensation deferred by all trustees of AIM Counselor Series Trust (Invesco Counselor Series Trust) and AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) during the fiscal year ended August 31, 2016, including earnings, was $78,273 and $11,101, respectively. The total amount of compensation deferred by all trustees of AIM Equity Funds (Invesco Equity Funds), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds) and Investment Securities Trust during the fiscal year ended October 31, 2015, including earnings, was $48,383, $48,536, $90,810 and $2,309, respectively. The total amount of compensation deferred by all trustees of AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series) and Invesco Exchange Fund during the fiscal year ended December 31, 2015, including earnings, was $16,924, $60,437, and $1,711, respectively. The total amount of compensation deferred by all trustees of AIM Investment Securities Funds (Invesco Investment Securities Funds) and AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) during the fiscal year ended February 29, 2016, including earnings, was $44,589 and $42,087, respectively. The total amount of compensation deferred by all trustees of AIM Sector Funds (Invesco Sector Funds) during the fiscal year ended April 30, 2016, including earnings, was $47,324.

 

D-1


(2) 

These amounts represent the estimated annual benefits payable by the Invesco Funds upon the trustees’ retirement and assume each trustee serves until his or her normal retirement date. These amounts are not adjusted to reflect deemed investment appreciation or depreciation.

 

(3) 

All trustees currently serve as trustee of 30 registered investment companies advised by Invesco.

 

(4) 

On December 31, 2015, Mr. Rodney Dammeyer and Mr. Hugo F. Sonnenschein retired. During the fiscal year ended October 2016 compensation from AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Investment Management Trust and Short-Term Investment Trust for both Messrs. Dammeyer and Sonnenschein was $50,191, $5,866, $670 and $22,605, respectively (of which $36,333 from AIM Counselor Series Trust (Invesco Counselor Series Trust, including earnings, was deferred). During the fiscal year ended December 2015 compensation from AIM Equity Funds (Invesco Equity Funds), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds) and Invesco Securities Trust for both Messrs. Dammeyer and Sonnenschein was $38,116, $42,174, $19,792 and $2,649 (of which $21,189, $23,406, $18,636 and $1,385 including earnings, was deferred), respectively. During the fiscal year ended December 2015 compensation from AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series) and Invesco Exchange Fund for both Messrs. Dammeyer and Sonnenschein was $18,319, $70,463 and $$2,487 (of which $11,120, $41, 972 and $1,239 including earnings, was deferred), respectively. During the fiscal year ended February 2016 compensation from AIM Investment Securities Funds (Invesco Investment Securities Funds) and AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) for both Messrs. Dammeyer and Sonnenschein was $43,515 and $42,705 (of which $17,761 and $17,262 including earnings was deferred), respectively. During the fiscal year ended April 2016 compensation from AIM Sector Funds (Invesco Sector Funds) for both Messrs. Dammeyer and Sonnenschein was $48,000 (of which $1,147, including earnings, was deferred).

 

(5) 

Dr. Eli Jones and Mr. Robert C. Troccoli were appointed as trustees of the Trusts effective January 29, 2016.

 

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:

 

  1.

Section 2.4 is amended to read as follows:

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.

 

  2.

Section 4.1(k) is amended to read as follows:

(k)    To sell or exchange any or all of the assets of the Trust.

 

  3.

Section 6.1 is amended to read as follows:

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


  4.

Section 9.4 is amended to read as follows:

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

 

Current Disclosure:  

Majority of Invesco Open-end Funds(1) :

 

The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.

 

Invesco Gold & Precious Metals Fund:

 

Invesco Gold & Precious Metals Fund may not purchase physical commodities or sell physical commodities (other than gold bullion) unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent Invesco Gold & Precious Metals Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.

 

Invesco Balanced-Risk Allocation Fund, Invesco Balanced-Risk Aggressive Allocation Fund, Invesco Balanced-Risk Commodity Strategy Fund, Invesco Emerging Markets Flexible Bond Fund, Invesco Global Targeted Returns Fund, Invesco Macro Allocation Strategy Fund and Invesco Multi-Asset Income Fund:

 

The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. This restriction also does not prevent the Fund from investing up to 25% of its total assets in the Subsidiary, thereby gaining exposure to the investment returns of commodities markets within the limitations of the federal tax requirements and investing outside of the Subsidiary in other commodity-linked instruments such as commodity-linked notes, ETFs, futures and swaps.

 

Invesco Conservative Income Fund and Invesco Strategic Real Return Fund:

 

The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving derivative instruments, including but not limited to forwards, swaps and futures contracts and options thereon, the underlying reference assets of which are physical commodities or investing in securities or other instruments that are secured by, or the returns of which are linked to, physical commodities.

 

Premier U.S. Government Money Portfolio:

 

The Fund may not purchase or sell physical commodities; however, this policy shall not prevent the Fund from purchasing and selling foreign currency, futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments.

 

Invesco Exchange Fund

 

The Fund may not buy or sell commodities or commodity contracts.

Proposed Disclosure:  

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.

 

Invesco Gold & Precious Metals Fund will retain its ability to make direct investments in gold bullion, a physical commodity.

 

F-1


 

 

(1) 

Government & Agency Portfolio, Invesco All Cap Market Neutral Fund, Invesco Alternative Strategies Fund, Invesco American Franchise Fund, Invesco American Value Fund, Invesco Asia Pacific Growth Fund, Invesco Balanced-Risk Retirement 2020 Fund, Invesco Balanced-Risk Retirement 2030 Fund, Invesco Balanced-Risk Retirement 2040 Fund, Invesco Balanced-Risk Retirement 2050 Fund, Invesco Balanced-Risk Retirement Now Fund, Invesco California Tax-Free Income Fund, Invesco Charter Fund, Invesco Comstock Fund, Invesco Conservative Allocation Fund, Invesco Convertible Securities Fund, Invesco Core Plus Bond Fund, Invesco Corporate Bond Fund, Invesco Developing Markets Fund, Invesco Diversified Dividend Fund, Invesco Dividend Income Fund, Invesco Emerging Markets Equity Fund, Invesco Endeavor Fund, Invesco Energy Fund, Invesco Equally-Weighted S&P 500 Fund, Invesco Equity and Income Fund, Invesco European Growth Fund, Invesco European Small Company Fund, Invesco Floating Rate Fund, Invesco Global Core Equity Fund, Invesco Global Growth Fund, Invesco Global Health Care Fund, Invesco Global Infrastructure Fund, Invesco Global Low Volatility Equity Yield Fund, Invesco Global Market Neutral Fund, Invesco Global Opportunities Fund, Invesco Global Real Estate Fund, Invesco Global Real Estate Income Fund, Invesco Global Responsibility Equity Fund, Invesco Global Small & Mid Cap Growth Fund, Invesco Government Money Market Fund, Invesco Greater China Fund, Invesco Growth Allocation Fund, Invesco Growth and Income Fund, Invesco High Yield Fund, Invesco High Yield Municipal Fund, Invesco Income Allocation Fund, Invesco Intermediate Term Municipal Income Fund, Invesco International Allocation Fund, Invesco International Companies Fund, Invesco International Core Equity Fund, Invesco International Growth Fund, Invesco International Small Company Fund, Invesco Limited Term Municipal Income Fund, Invesco Long/Short Equity Fund, Invesco Low Volatility Emerging Markets Fund, Invesco Low Volatility Equity Yield Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Mid Cap Core Equity Fund, Invesco Mid Cap Growth Fund, Invesco MLP Fund, Invesco Moderate Allocation Fund, Invesco Multi-Asset Inflation Fund, Invesco Municipal Income Fund, Invesco New York Tax Free Income Fund , Invesco Pacific Growth Fund, Invesco Pennsylvania Tax Free Income Fund, Invesco Quality Income Fund , Invesco Real Estate Fund, Invesco S&P 500 Index Fund, Invesco Select Companies Fund , Invesco Select Opportunities Fund, Invesco Short Duration High Yield Municipal Fund, Invesco Short Duration Inflation Protected Fund, Invesco Short Term Bond Fund, Invesco Small Cap Discovery Fund , Invesco Small Cap Equity Fund, Invesco Small Cap Growth Fund, Invesco Small Cap Value Fund, Invesco Summit Fund, Invesco Tax-Exempt Cash Fund, Invesco Technology Fund, Invesco Technology Sector Fund, Invesco U.S. Government Fund, Invesco Value Opportunities Fund, Invesco World Bond Fund, Liquid Assets Portfolio, Premier Portfolio, Premier Tax-Exempt Portfolio, STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio, Treasury Obligations Portfolio and Treasury Portfolio.

 

F-2


ANNEX G

EXISTING SUB-ADVISORY AGREEMENTS

 

Name of Registrant/Fund

 

Sub-Adviser

 

Date Sub-Adviser
Became Sub-Adviser
Under Existing Sub-
Advisory Agreement

 

Date Last Submitted
to a Vote of
Shareholders

  Aggregate Fees
paid to
Sub-Adviser
 

AIM Counselor Series Trust (Invesco Counselor Series Trust)

       
Invesco Floating Rate Fund   Invesco Senior Secured Management, Inc.   April 14, 2006   February 29, 2008     $4,997,926   
Invesco Global Real Estate Income Fund   Invesco Asset Management Limited   May 31, 2002   February 29, 2008     $426,651   
Invesco Strategic Real Return Fund   Invesco Senior Secured Management, Inc.   April 22, 2014   N/A(1)     $27,324   

AIM Growth Series (Invesco Growth Series)

       
Invesco Global Low Volatility Equity Yield Fund   Invesco Asset Management Deutschland GmbH   October 3, 2008   February 29, 2008     $405,070   

AIM Investment Funds (Invesco Investment Funds)

       
Invesco Endeavor Fund   Invesco Canada Ltd.   November 4, 2003   February 29, 2008     $877,791   
Invesco Global Infrastructure Fund   Invesco Asset Management Limited   April 22, 2014   N/A(1)     $27,896   
Invesco Global Market Neutral Fund   Invesco Asset Management Deutschland GmbH   December 16, 2013   N/A(1)     $109,098   
Invesco Global Targeted Returns Fund   Invesco Asset Management Limited   December 16, 2013   N/A(1)     $1,125,256   
Invesco Greater China Fund   Invesco Hong Kong Limited   March 31, 2006   April 23, 2008     $257,646   
Invesco Low Volatility Emerging Markets Fund   Invesco Asset Management Deutschland GmbH   December 16, 2013   N/A(1)     $115,371   
Invesco MLP Fund   Invesco Asset Management Limited   February 27, 2015   N/A(1)     $26,214   
Invesco Multi-Asset Income Fund   Invesco PowerShares Capital Management LLC(2)   December 14, 2011   N/A(1)     $123,287   
Invesco Pacific Growth  

(i) Invesco Asset Management (Japan) Limited

(ii) Invesco Hong Kong Limited

 

(i) February 12, 2010

(ii) June 1, 2010

  N/A(1)    

 

(i) $150,438

(ii) $122,813

  

  

Invesco Select Companies Fund   Invesco Canada Ltd.   November 4, 2003   February 29, 2008     $1,852,825   
Invesco World Bond Fund   Invesco Asset Management Limited(3)   March 31, 2006   February 29, 2008     $52,677   

AIM Investment Securities Funds (Invesco Securities Funds)

       
Invesco High Yield Fund   Invesco Canada Ltd.   October 13, 2016   N/A(1)     $-0-   
Invesco Global Real Estate Fund   Invesco Asset Management Limited   April 29, 2005   February 29, 2008     $830,309   
Invesco Real Estate Fund   Invesco Asset Management Limited   October 29, 2003   February 29, 2008     $966,309   

AIM International Mutual Funds (Invesco International Mutual Funds)

       
Invesco Global Opportunities Fund   Invesco Asset Management Limited   July 30, 2012   N/A(1)     $57,291   
Invesco International Companies Fund  

(i) Invesco Hong Kong Limited

(ii) Invesco Canada Ltd.(4)

  December 21, 2015   N/A(1)    

 

(i) $80,599

(ii) $80,599

  

  

Invesco Select Opportunities Fund

  Invesco Canada Ltd.   July 30, 2012   N/A(1)     $142,623   

AIM Sector Funds (Invesco Sector Funds)

       
Invesco Energy Fund   Invesco Canada Ltd.   February 21, 2013   February 29, 2008     $2,440,429   
Invesco Gold & Precious Metals Fund   Invesco Canada Ltd.   February 21, 2013   February 29, 2008     $649,358   

 

(1)

The applicable Fund’s initial shareholder initially approved the sub-advisory agreement and such Fund’s public shareholders have not subsequently voted on the sub-advisory agreement.

 

(2) 

Effective February 26, 2016, Invesco PowerShares Capital Management LLC ceased to be a sub-adviser to Invesco Multi-Asset Income Fund.

 

(3) 

Effective March 23, 2016, Invesco Asset Management Limited (IAML) ceased to be a sub-adviser to Invesco World Bond Fund, but on December 1, 2016, IAML once again became a sub-adviser to the Fund.

 

(4) 

Effective December 1, 2016, Invesco Canada Ltd. ceased to be a sub-adviser to Invesco International Companies Fund.

 

G-1


ANNEX H

PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF EACH PROPOSED SUB-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.

 

NAME

  

POSITION

  

PRINCIPAL OCCUPATION(S)

Daniel E. Draper

  

Managing Director, Principal Executive Officer

  

President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust (2015-Present); Managing Director, Invesco PowerShares Capital Management LLC (2013-Present); Senior Vice President, Invesco Distributors, Inc. (2014-Present); formerly, Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust (2013-2015) and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust (2014-2015); Managing Director, Credit Suisse Asset Management (2010-2013) and Lyxor Asset Management/Societe Generale (2007-2010)

David Warren

  

Managing Director

  

Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust (2009-Present) and PowerShares Actively Managed Exchange-Traded Commodity Fund Trust (2014-Present); Managing Director — Chief Administrative Officer, Americas, Invesco PowerShares Capital Management LLC; Senior Vice President, Invesco Advisers, Inc. (2009-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Inc. (2009-Present); Senior Vice President, Invesco Management Group, Inc. (2007-Present); Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) and Chief Administrative Officer, North American Retail, Invesco Ltd. (2007-Present); Director, Invesco Canada Holdings Inc. (2002-Present), Invesco Corporate Class Inc., and Invesco Canada Fund Inc.; Director, Invesco Financial Services Ltd. and Trimark Investments Ltd. (2014-Present); formerly, Director, Executive Vice President and Chief Financial Officer, Invesco Canada Ltd. (formerly, Invesco Trimark Ltd.) (2000-2006)

John M. Zerr

  

Managing Director

  

Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco AIM Management Group, Inc.); Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco AIM Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as In