As filed with the United States Securities and Exchange Commission on December 18, 2012
1933 Act File No. 033-19862
1940 Act File No. 811-05460
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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AIM TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES TRUST)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code: (713) 626-1919
John M. Zerr, Esquire
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Name and Address of Agent for Service)
Copies to:
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Seba Kurian, Esquire
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E. Carolan Berkley, Esquire
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Invesco Advisers, Inc.
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Stradley Ronon Stevens & Young
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11 Greenway Plaza, Suite 1000
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2005 Market Street, Suite 2600
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Houston, Texas 77046
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Philadelphia, Pennsylvania 19103-7018
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Approximate Date of Proposed Public Offering: As soon as practicable after this post-effective
amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
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immediately upon filing pursuant to paragraph (b)
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þ
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on December 21, 2012, pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date ), pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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On (date), pursuant to paragraph (a)(2) of rule 485
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If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Prospectus
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December 21, 2012
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Premier
Portfolio
(IMRXX)
Premier
Tax-Exempt Portfolio
(ITTXX)
Premier
U.S. Government Money Portfolio
(FUGXX)
Investor Classes
Premier Portfolios
investment objective is to provide current income consistent
with preservation of capital and liquidity.
Premier Tax-Exempt
Portfolios investment objective is to provide tax-exempt
income consistent with preservation of capital and
liquidity.
Premier U.S. Government
Money Portfolios investment objective is a high level of
current income consistent with the preservation of capital and
the maintenance of liquidity.
Investor Class shares offered by this prospectus are offered
only to grandfathered investors.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Funds:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
There can be no assurance that each Fund will be able to
maintain a stable net asset value of $1.00 per share.
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1
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Premier Portfolio
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1
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Premier Tax-Exempt Portfolio
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3
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Premier U.S. Government Money Portfolio
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5
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6
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Premier Portfolio
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6
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Premier Tax-Exempt Portfolio
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8
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Premier U.S. Government Money Portfolio
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10
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The Adviser(s)
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10
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Adviser Compensation
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10
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10
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Dividends and Distributions
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10
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12
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13
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A-1
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Choosing a Share Class
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A-1
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Share Class Eligibility
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A-2
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Distribution and Service
(12b-1)
Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Purchasing Shares
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A-6
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Redeeming Shares
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A-7
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Exchanging Shares
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A-9
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Rights Reserved by the Funds
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A-10
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-10
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Pricing of Shares
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A-11
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Taxes
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A-12
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-15
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Obtaining Additional Information
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Back Cover
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Invesco
Treasurers Series Trust
Investment
Objective(s)
The Funds investment objective is to provide current
income consistent with preservation of capital and liquidity.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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Investor
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
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Class:
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Investor
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Management Fees
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0.25
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%
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Distribution and/or Service
(12b-1)
Fees
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None
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Other Expenses
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None
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Total Annual Fund Operating Expenses
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0.25
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Fee Waiver and/or Expense
Reimbursement
1
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0.07
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Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
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0.18
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1
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Invesco Advisers, Inc. (Invesco or the Adviser) has
contractually agreed, through at least December 31, 2013,
to waive advisory fees equal to 0.07% of the average daily
net assets of Premier Portfolio. Fee waivers have been restated
to reflect this agreement. Unless the Board of Trustees and
Invesco mutually agree to amend or continue the fee waiver
agreement, it will terminate on December 31, 2013.
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Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Investor Class
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$
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18
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$
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73
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$
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134
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$
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311
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Principal
Investment Strategies of the Fund
The Fund invests primarily in high-quality U.S.
dollar-denominated short-term debt obligations, including:
(i) securities issued by the U.S. Government or its
agencies; (ii) bankers acceptances, certificates of
deposit, and time deposits from U.S. and foreign banks;
(iii) repurchase agreements; (iv) commercial paper;
(v) municipal securities; and (vi) master notes.
The Fund may engage in repurchase agreement transactions that
are collateralized by cash or government securities. In
addition, it may engage in repurchase agreement transactions
that are collateralized by non government securities such as
equity securities and securities that are rated investment grade
and below investment grade by nationally recognized statistical
rating organizations or unrated securities of comparable quality.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund is a money market fund that seeks to maintain a stable
price of $1.00 per share by using the amortized cost method to
value portfolio securities and rounding the share value to the
nearest cent. The Fund invests in conformity with the Security
and Exchange Commission (SEC) rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
The Fund invests from time to time in U.S. dollar-denominated
foreign securities. The Fund may also invest in securities,
whether or not considered foreign securities, which carry
foreign credit exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Although
the Fund seeks to preserve the value of your investment at $1.00
per share, you may lose money by investing in the Fund. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. Holding cash or cash
equivalents may negatively affect performance.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
Foreign Credit Exposure Risk
.
U.S. dollar-denominated securities carrying foreign credit
exposure may be affected by unfavorable political, economic or
governmental developments that could affect payments of
principal and interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability, changes in economic or taxation policies,
difficulties when enforcing obligations, decreased liquidity,
and increased volatility. Foreign companies may be
1 Invesco
Treasurers Series Trust
subject to less regulation resulting in less publicly available
information about the companies.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries, which may
be affected by the following factors: the supply of short-term
financing, changes in government regulation and interest rates,
and the overall economy.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value. These risks are magnified to the
extent that a repurchase agreement is secured by securities
other than cash or U.S. Government securities.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The Funds past performance (before and
after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
Investor
Class year-to-date
(ended September 30, 2012): 0.09%
Best Quarter (ended September 30, 2007): 1.33%
Worst Quarter (ended March 31, 2010 and September 30,
2011): 0.01%
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Average Annual Total Returns
(for the periods ended
December 31, 2011)
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1
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5
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10
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Year
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Years
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Years
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Investor Class: Inception (4/26/1988)
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0.08
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%
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1.74
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%
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2.07
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%
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Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219286, Kansas City, MO
64121-9286,
or by telephone at
800-959-4246.
The minimum investments for Investor Class shares for fund
accounts are as follows:
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Initial Investment
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Additional Investments
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Type of Account
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Per Fund
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Per Fund
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Asset or fee-based accounts managed by your financial adviser
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None
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None
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Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
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None
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None
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IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
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$25
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$25
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All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
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$50
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$50
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IRAs, Roth IRAs and Coverdell ESAs
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$250
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$25
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All other accounts
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$1,000
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$50
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Tax
Information
The Funds distributions generally are taxable to you as
ordinary income, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or individual retirement
account.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by
2 Invesco
Treasurers Series Trust
influencing the broker-dealer or other intermediary and your
salesperson or financial adviser to recommend the Fund over
another investment. Ask your salesperson or financial adviser or
visit your financial intermediarys Web site for more
information.
PREMIER
TAX-EXEMPT PORTFOLIO
Investment
Objective(s)
The Funds investment objective is to provide tax-exempt
income consistent with preservation of capital and liquidity.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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Investor
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
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Class:
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Investor
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Management Fees
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0.25
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%
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Distribution and/or Service
(12b-1)
Fees
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None
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Other Expenses
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None
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Total Annual Fund Operating Expenses
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0.25
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Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Investor Class
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$
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26
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$
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80
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$
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141
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$
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318
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Principal
Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
securities that (1) pay interest that is excluded from
gross income for federal income tax purposes, and (2) do
not produce income that will be considered to be an item of
preference for purposes of the alternative minimum tax.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund invests only in high-quality U.S. dollar-denominated
short-term debt obligations, including: (i) municipal
securities; (ii) tax-exempt commercial paper; and
(iii) cash equivalents. These securities may have credit
and liquidity enhancements provided by banks, insurance
companies or other financial institutions. Municipal securities
include debt obligations of states, territories and possessions
of the United States and the District of Columbia, their
political subdivisions, agencies, instrumentalities, authorities
thereof, and multi-state agencies, issued to obtain funds for
various public purposes. Municipal lease obligations, synthetic
municipal securities and certain types of industrial revenue
bonds are treated as municipal securities.
Other securities held by the fund may be structured with demand
features which have the effect of shortening the securitys
maturity.
The Fund is a money market fund that seeks to maintain a stable
price of $1.00 per share by using the amortized cost method to
value portfolio securities and rounding the share value to the
nearest cent. The Fund invests in conformity with SEC rules and
regulation requirements for money market funds for the quality,
maturity, diversification and liquidity of investments. The Fund
invests only in U.S. dollar-denominated securities maturing
within 397 days of the date of purchase, with certain
exceptions permitted by applicable regulations. The Fund
maintains a dollar-weighted average portfolio maturity of no
more than 60 days, and a dollar-weighted average portfolio
maturity as determined without exceptions regarding certain
interest rate adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
The Fund may invest up to 20% of its total assets in money
market instruments that may be subject to federal taxes,
including Treasury securities, repurchase agreements,
bankers acceptances, commercial paper, U.S.
dollar-denominated foreign securities and master notes.
The Fund may also invest in securities, whether or not
considered foreign securities, which carry foreign credit
exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio structure is driven to some extent by the supply
and availability of municipal obligations. The portfolio
managers manage liquidity, for instance, by trading in daily and
weekly variable-rate demand notes.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Although
the Fund seeks to preserve the value of your investment at $1.00
per share, you may lose money by investing in the Fund. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. Holding cash or cash
equivalents may negatively affect performance.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
Foreign Credit Exposure Risk
.
U.S. dollar-denominated securities carrying foreign credit
exposure may be affected by unfavorable political, economic or
governmental developments that could affect payments of
principal and interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability, changes in economic or taxation policies,
difficulties when enforcing obligations, decreased liquidity,
and increased volatility. Foreign companies may be
3 Invesco
Treasurers Series Trust
subject to less regulation resulting in less publicly available
information about the companies.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries, which may
be affected by the following factors: the supply of short-term
financing, changes in government regulation and interest rates,
and the overall economy.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The Funds past performance (before and
after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
Investor
Class year-to-date
(ended September 30, 2012): 0.02%
Best Quarter (ended June 30, 2007 and September 30,
2007): 0.89%
Worst Quarter (ended June 30, 2011 through
December 31, 2011): 0.01%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
10
|
|
|
|
|
Year
|
|
Years
|
|
Years
|
|
|
|
Investor Class: Inception (4/27/1988)
|
|
|
0.05
|
%
|
|
|
1.27
|
%
|
|
|
1.53
|
%
|
|
|
|
|
|
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219286, Kansas City, MO
64121-9286,
or by telephone at
800-959-4246.
The minimum investments for Investor Class shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
Initial Investment
|
|
Additional Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
|
|
|
$25
|
|
|
|
$25
|
|
|
All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
|
|
|
$50
|
|
|
|
$50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
$250
|
|
|
|
$25
|
|
|
All other accounts
|
|
|
$1,000
|
|
|
|
$50
|
|
|
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
4 Invesco
Treasurers Series Trust
PREMIER
U.S. GOVERNMENT MONEY PORTFOLIO
Investment
Objective(s)
The Funds investment objective is a high level of current
income consistent with the preservation of capital and the
maintenance of liquidity.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your
investment)
|
|
Class:
|
|
Investor
|
|
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
|
|
|
None
|
|
|
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
|
|
Class:
|
|
Investor
|
|
|
|
Management Fees
|
|
|
0.25
|
%
|
|
|
|
Distribution and/or Service
(12b-1)
Fees
|
|
|
None
|
|
|
|
|
Other Expenses
|
|
|
None
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
0.25
|
|
|
|
|
Fee Waiver and/or Expense
Reimbursement
1
|
|
|
0.07
|
|
|
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
|
|
|
0.18
|
|
|
|
|
|
|
|
1
|
|
Invesco Advisers, Inc. (Invesco or the Adviser) has
contractually agreed, through at least December 31, 2013,
to waive advisory fees equal to 0.07% of the average daily
net assets of Premier U.S. Government Money Portfolio. Fee
waivers have been restated to reflect this agreement. Unless the
Board of Trustees and Invesco mutually agree to amend or
continue the fee waiver agreement, it will terminate on
December 31, 2013.
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Investor Class
|
|
$
|
18
|
|
|
$
|
73
|
|
|
$
|
134
|
|
|
$
|
311
|
|
|
|
|
Principal
Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
(i) direct obligations of the U.S. Treasury,
(ii) other securities issued or guaranteed as to principal
and interest by the U.S. government or its agencies and
instrumentalities (Agency Securities), and (iii) repurchase
agreements secured by those obligations referenced in
(i) and (ii) above. Agency Securities may be supported
by (i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the agency or
instrumentality; or (iv) the credit of the agency or
instrumentality. At the present time, the fund has no current
intention to invest in securities other than direct obligations
of the U.S. Treasury, Agency Securities, and repurchase
agreements secured by such obligations.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund is a money market fund that seeks to maintain a stable
price of $1.00 per share by using the amortized cost method to
value portfolio securities and rounding the share value to the
nearest cent. The Fund invests in conformity with SEC rules and
regulation requirements for money market funds for the quality,
maturity, diversification and liquidity of investments. The Fund
invests only in U.S. dollar-denominated securities maturing
within 397 days of the date of purchase, with certain
exceptions permitted by applicable regulations. The Fund
maintains a dollar-weighted average portfolio maturity of no
more than 60 days, and a dollar-weighted average portfolio
maturity as determined without exceptions regarding certain
interest rate adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Although
the Fund seeks to preserve the value of your investment at $1.00
per share, you may lose money by investing in the Fund. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. Holding cash or cash
equivalents may negatively affect performance.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of
5 Invesco
Treasurers Series Trust
high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The Funds past performance (before and
after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
Investor
Class year-to-date
(ended September 30, 2012): 0.02%
Best Quarter (ended December 31, 2006): 1.30%
Worst Quarter (ended March 31, 2010 through
December 31, 2011): 0.01%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
10
|
|
|
|
|
Year
|
|
Years
|
|
Years
|
|
|
|
Investor Class: Inception (4/26/1991)
|
|
|
0.02
|
%
|
|
|
1.52
|
%
|
|
|
1.73
|
%
|
|
|
|
|
|
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219286, Kansas City, MO
64121-9286,
or by telephone at
800-959-4246.
The minimum investments for Investor Class shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
Initial Investment
|
|
Additional Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
|
|
|
$25
|
|
|
|
$25
|
|
|
All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
|
|
|
$50
|
|
|
|
$50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
$250
|
|
|
|
$25
|
|
|
All other accounts
|
|
|
$1,000
|
|
|
|
$50
|
|
|
Tax
Information
The Funds distributions generally are taxable to you as
ordinary income, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or individual retirement
account.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Premier
Portfolio
Objective(s) and
Strategies
The Funds investment objective is to provide current
income consistent with preservation of capital and liquidity.
The Funds investment objective may be changed by the Board
of Trustees without shareholder approval.
The Fund invests primarily in high-quality U.S.
dollar-denominated short-term debt obligations, including:
(i) securities issued by the U.S. Government or its
agencies; (ii) bankers acceptances, certificates of
deposit, and time deposits from U.S. and foreign banks;
(iii) repurchase agreements; (iv) commercial paper;
(v) municipal securities; and (vi) master notes.
The Fund may engage in repurchase agreement transactions that
are collateralized by cash or government securities. In
addition, it may engage in repurchase agreement transactions
that are collateralized by non government securities such as
equity securities and securities that are rated investment grade
and below investment grade by nationally recognized statistical
rating organizations or unrated securities of comparable quality.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an
6 Invesco
Treasurers Series Trust
Eligible Security as defined under applicable
regulations. First Tier Securities generally means Eligible
Securities rated within the highest short-term rating category,
an unrated security of comparable quality as determined by the
Adviser under the supervision of the Board of Trustees, U.S.
Government Securities as defined by applicable regulations, and
securities issued by other registered money market funds.
The Fund invests from time to time in U.S. dollar-denominated
foreign securities. The Fund may also invest in securities,
whether or not considered foreign securities, which carry
foreign credit exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
The Fund may, from time to time, take temporary defensive
positions by holding cash, shortening the Funds
dollar-weighted average maturity or investing in other
securities that are eligible securities for purchase by money
market funds as described in this prospectus and the Funds
Statement of Additional Information (SAI) and that are
consistent with the Funds principal investment strategies,
in anticipation of, or in response to, adverse market, economic,
political or other conditions. It is possible that such
investments could affect the Funds returns.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
Risks
The principal risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. To the extent the Fund holds
cash or cash equivalents rather than securities in which it
primarily invests or uses to manage risk, the Fund may not
achieve its investment objectives and may underperform.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. An issuers securities may decrease in
value if its financial strength weakens, which may reduce its
credit rating and possibly its ability to meet its contractual
obligations.
Foreign Credit Exposure Risk
. U.S. dollar
denominated securities carrying foreign credit exposure may be
affected by unfavorable political, economic or governmental
developments that could affect payments of principal and
interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability in their home countries, by changes in
economic or taxation policies in those countries, or by the
difficulty in enforcing obligations in those countries. Foreign
companies generally may be subject to less stringent regulations
than U.S. companies, including financial reporting
requirements and auditing and accounting controls. As a result,
there generally is less publicly available information about
foreign companies than about U.S. companies. Trading in
many foreign securities may be less liquid and more volatile
than U.S. securities due to the size of the market or other
factors.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries. Financial
services companies are highly dependent on the supply of
short-term financing. The value of securities of issuers in the
banking and financial services industry can be sensitive to
changes in government regulation and interest rates and to
economic downturns in the United States and abroad.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at approximately the
value the Fund ascribes to it within seven calendar days. A
security may be deemed illiquid due to a lack of trading volume
in the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or price it desires and could lose its entire
investment in such securities. Further, certain restricted
securities require special registration, liabilities and costs,
and could pose valuation difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value. These risks are magnified to the
7 Invesco
Treasurers Series Trust
extent that a repurchase agreement is secured by securities
other than cash or U.S. Government securities.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Premier
Tax-Exempt Portfolio
Objective(s) and
Strategies
The Funds investment objective is to provide tax-exempt
income consistent with preservation of capital and liquidity.
The Funds investment objective may be changed by the Board
of Trustees without shareholder approval.
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
securities that (1) pay interest that is excluded from
gross income for federal income tax purposes, and (2) do
not produce income that will be considered to be an item of
preference for purposes of the alternative minimum tax.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund invests only in high-quality U.S. dollar-denominated
short-term debt obligations, including: (i) municipal
securities; (ii) tax-exempt commercial paper; and
(iii) cash equivalents. These securities may have credit
and liquidity enhancements provided by banks, insurance
companies or other financial institutions. Municipal securities
include debt obligations of states, territories and possessions
of the United States and the District of Columbia, their
political subdivisions, agencies, instrumentalities, authorities
thereof, and multi-state agencies, issued to obtain funds for
various public purposes. Municipal lease obligations, synthetic
municipal securities and certain types of industrial revenue
bonds are treated as municipal securities.
Synthetic municipal securities, which include variable rate
instruments that are created when fixed rate bonds are coupled
with a third party demand feature, are treated as municipal
securities. Other securities held by the fund may be structured
with demand features which have the effect of shortening the
securitys maturity.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
The Fund may invest up to 20% of its total assets in money
market instruments that may be subject to federal taxes,
including Treasury securities, repurchase agreements,
bankers acceptances, commercial paper, U.S.
dollar-denominated foreign securities and master notes.
The Fund may also invest in securities, whether or not
considered foreign securities, which carry foreign credit
exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio structure is driven to some extent by the supply
and availability of municipal obligations. The portfolio
managers manage liquidity, for instance, by trading in daily and
weekly variable-rate demand notes.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
The Fund may, from time to time, take temporary defensive
positions by holding cash, shortening the Funds
dollar-weighted average maturity or investing in other
securities that are eligible securities for purchase by money
market funds as described in this prospectus and the Funds
SAI and that are consistent with the Funds principal
investment strategies, in anticipation of, or in response to,
adverse market, economic, political or other conditions. It is
possible that such investments could affect the Funds
returns.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
Risks
The principal risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. To the extent the Fund holds
cash or cash equivalents rather than securities in which it
primarily invests or uses to manage risk, the Fund may not
achieve its investment objectives and may underperform.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. An issuers securities may decrease in
value if its financial strength weakens, which may reduce its
credit rating and possibly its ability to meet its contractual
obligations.
Foreign Credit Exposure Risk
. U.S. dollar
denominated securities carrying foreign credit exposure may be
affected by unfavorable political, economic or governmental
developments that could affect payments of principal and
interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability in their home countries, by changes in
economic or taxation policies in those countries, or by the
difficulty in enforcing obligations in those countries. Foreign
companies generally may be subject to less stringent regulations
than U.S. companies, including financial reporting
requirements and auditing and accounting controls. As a result,
there generally is less publicly available information about
foreign companies than about U.S. companies. Trading in
many foreign securities may be less liquid and more volatile
than U.S. securities due to the size of the market or other
factors.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries. Financial
services companies are highly dependent on the supply of
short-term financing. The value of securities of issuers in the
banking and financial services industry can be sensitive to
changes in government regulation and interest rates and to
economic downturns in the United States and abroad.
8 Invesco
Treasurers Series Trust
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at approximately the
value the Fund ascribes to it within seven calendar days. A
security may be deemed illiquid due to a lack of trading volume
in the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or price it desires and could lose its entire
investment in such securities. Further, certain restricted
securities require special registration, liabilities and costs,
and could pose valuation difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Premier
U.S. Government Money Portfolio
Objective(s) and
Strategies
The Funds investment objective is a high level of current
income consistent with the preservation of capital and the
maintenance of liquidity.
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
(i) direct obligations of the U.S. Treasury,
(ii) other securities issued or guaranteed as to principal
and interest by the U.S. government or its agencies and
instrumentalities (Agency Securities), and (iii) repurchase
agreements secured by those obligations referenced in
(i) and (ii) above. Agency Securities may be supported
by (i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the agency or
instrumentality; or (iv) the credit of the agency or
instrumentality. At the present time, the fund has no current
intention to invest in securities other than direct obligations
of the U.S. Treasury, Agency Securities, and repurchase
agreements secured by such obligations.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
The Fund may, from time to time, take temporary defensive
positions by holding cash, shortening the Funds
dollar-weighted average maturity or investing in other
securities that are eligible securities for purchase by money
market funds as described in this prospectus and the Funds
SAI and that are consistent with the Funds principal
investment strategies, in anticipation of, or in response to,
adverse market, economic, political or other conditions. It is
possible that such investments could affect the Funds
returns.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
9 Invesco
Treasurers Series Trust
Risks
The principal risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. To the extent the Fund holds
cash or cash equivalents rather than securities in which it
primarily invests or uses to manage risk, the Fund may not
achieve its investment objectives and may underperform.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at approximately the
value the Fund ascribes to it within seven calendar days. A
security may be deemed illiquid due to a lack of trading volume
in the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or price it desires and could lose its entire
investment in such securities. Further, certain restricted
securities require special registration, liabilities and costs,
and could pose valuation difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Portfolio
Holdings
Information concerning the Funds portfolio holdings as
well as their dollar-weighted average portfolio maturity and
dollar-weighted average life to maturity as of the last business
day of the preceding month will be posted on their Web site no
later than five business days after the end of the month and
remain posted on the Web site for six months thereafter.
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available to Qualified Persons at
www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (Invesco or the Adviser) serves as each
Funds investment adviser. The Adviser manages the
investment operations of each Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of each Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
There is no material
litigation affecting the Funds. Detailed information concerning
other pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended August 31, 2012, the Adviser
received compensation of 0.18% of Premier Portfolios
average daily net assets after fee waiver
and/or
expense reimbursement.
During the fiscal year ended August 31, 2012, the Adviser
received compensation of 0.22% of Premier Tax-Exempt
Portfolios average daily net assets after fee waiver
and/or
expense reimbursement.
During the fiscal year ended August 31, 2012, the Adviser
received compensation of 0.11% of Premier U.S. Government
Money Portfolios average daily net assets after fee waiver
and/or
expense reimbursement.
The Adviser is responsible for all of the Funds expenses,
other than (i) interest, taxes and extraordinary items such
as litigation costs; (ii) brokers commissions, issue
and transfer taxes, and other costs chargeable to the Fund in
connection with securities transactions to which the Fund is a
party or in connection with securities owned by the Fund and
(iii) other expenditures which are capitalized in
accordance with generally accepted accounting principles
applicable to investment companies.
A discussion regarding the basis for the Board of Trustees
approval of the investment advisory agreement and investment
sub-advisory
agreements of each Fund is available in each Funds most
recent annual report to shareholders for the twelve-month period
ended August 31.
Dividends
and Distributions
Premier Portfolio expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of ordinary income.
Premier Tax-Exempt Portfolio expects, based on its investment
objective and strategies, that its distributions, if any, will
consist primarily of tax-exempt income.
Premier U.S. Government Money Portfolio expects, based on its
investment objective and strategies, that its distributions, if
any, will consist primarily of ordinary income.
Dividends
Premier Portfolio generally declares dividends, if any, daily
and pays them monthly.
Premier Tax-Exempt Portfolio generally declares dividends, if
any, daily and pays them monthly.
Premier U.S. Government Money Portfolio generally declares
dividends, if any, daily and pays them monthly.
A business day is any day that the New York Stock Exchange
(NYSE) is open for business. The Funds are authorized not to
open for trading on a day that is otherwise a business day if
the Bond Market Association recommends that government
securities dealers not open for trading; any
10 Invesco
Treasurers Series Trust
such day will not be considered a business day. The Funds also
may close early on a business day if the Bond Market Association
recommends that government securities dealers close early.
Capital Gains
Distributions
Premier Portfolio generally distributes net realized capital
gains (including net short-term capital gains), if any, at least
annually. The Fund does not expect to realize any long-term
capital gains and losses.
Premier Tax-Exempt Portfolio generally distributes net realized
capital gains (including net short-term capital gains), if any,
at least annually. The Fund does not expect to realize any
long-term capital gains and losses.
Premier U.S. Government Money Portfolio generally distributes
net realized capital gains (including net short-term capital
gains), if any, at least annually. The Fund does not expect to
realize any long-term capital gains and losses.
11 Invesco
Treasurers Series Trust
The financial highlights tables are intended to help you
understand each Funds financial performance. Certain
information reflects financial results for a single Fund share.
Institutional Classes are not offered in this prospectus.
The total returns in the tables represent the rate that an
investor would have earned (or lost) on an investment in each
Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with each Funds financial statements,
is included in each Funds annual report, which is
available upon request.
Investor
Class
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
|
|
Ratio of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to average
|
|
to average net
|
|
Ratio of net
|
|
|
Net asset
|
|
|
|
Net gains
|
|
|
|
Dividends
|
|
|
|
|
|
|
|
net assets
|
|
assets without
|
|
investment
|
|
|
value,
|
|
Net
|
|
(losses)
|
|
Total from
|
|
from net
|
|
Net asset
|
|
|
|
Net assets,
|
|
with fee waivers
|
|
fee waivers
|
|
income
|
|
|
beginning
|
|
investment
|
|
on securities
|
|
investment
|
|
investment
|
|
value, end
|
|
Total
|
|
end of period
|
|
and/or
expense
|
|
and/or
expense
|
|
to average
|
|
|
of period
|
|
income
|
|
(realized)
|
|
operations
|
|
income
|
|
of period
|
|
return
(a)
|
|
(000s omitted)
|
|
reimbursements
|
|
reimbursements
|
|
net assets
|
|
|
Premier Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 08/31/12
|
|
$
|
1.00
|
|
|
$
|
0.00
|
(b)
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
1.00
|
|
|
|
0.11
|
%
|
|
$
|
66,914
|
|
|
|
0.18
|
%
(c)
|
|
|
0.25
|
%
(c)
|
|
|
0.11
|
%
(c)
|
Year ended 08/31/11
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.08
|
|
|
|
76,601
|
|
|
|
0.20
|
|
|
|
0.25
|
|
|
|
0.08
|
|
Year ended 08/31/10
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.10
|
|
|
|
80,160
|
|
|
|
0.22
|
|
|
|
0.25
|
|
|
|
0.11
|
|
Year ended 08/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(b)
|
|
|
0.00
|
|
|
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
1.21
|
|
|
|
82,810
|
|
|
|
0.21
|
|
|
|
0.28
|
|
|
|
1.11
|
|
Year ended 08/31/08
|
|
|
1.00
|
|
|
|
0.04
|
|
|
|
0.00
|
|
|
|
0.04
|
|
|
|
(0.04
|
)
|
|
|
1.00
|
|
|
|
3.80
|
|
|
|
108,627
|
|
|
|
0.17
|
|
|
|
0.25
|
|
|
|
3.62
|
|
|
Premier U.S. Government Money Portfolio
|
Year ended 08/31/12
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.02
|
|
|
|
22,736
|
|
|
|
0.11
|
(c)
|
|
|
0.25
|
(c)
|
|
|
0.02
|
(c)
|
Year ended 08/31/11
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
25,598
|
|
|
|
0.16
|
|
|
|
0.25
|
|
|
|
0.02
|
|
Year ended 08/31/10
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.05
|
|
|
|
26,520
|
|
|
|
0.21
|
|
|
|
0.25
|
|
|
|
0.05
|
|
Year ended 08/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(b)
|
|
|
0.00
|
|
|
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
0.83
|
|
|
|
31,340
|
|
|
|
0.19
|
|
|
|
0.26
|
|
|
|
0.60
|
|
Year ended 08/31/08
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
(0.00
|
)
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
3.29
|
|
|
|
29,466
|
|
|
|
0.17
|
|
|
|
0.25
|
|
|
|
2.60
|
|
|
Premier Tax-Exempt Portfolio
|
Year ended 08/31/12
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.02
|
|
|
|
11,025
|
|
|
|
0.22
|
(c)
|
|
|
0.25
|
(c)
|
|
|
0.02
|
(c)
|
Year ended 08/31/11
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.08
|
|
|
|
11,518
|
|
|
|
0.24
|
|
|
|
0.25
|
|
|
|
0.09
|
|
Year ended 08/31/10
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.15
|
|
|
|
16,920
|
|
|
|
0.25
|
|
|
|
0.25
|
|
|
|
0.15
|
|
Year ended 08/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(b)
|
|
|
0.00
|
|
|
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
1.13
|
|
|
|
25,147
|
|
|
|
0.28
|
|
|
|
0.28
|
|
|
|
1.09
|
|
Year ended 08/31/08
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
0.00
|
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
2.66
|
|
|
|
24,440
|
|
|
|
0.25
|
|
|
|
0.25
|
|
|
|
2.48
|
|
|
|
|
|
(a)
|
|
Includes adjustments in accordance with accounting principles
generally accepted in the United States of America.
|
(b)
|
|
Calculated using average shares outstanding.
|
(c)
|
|
Ratios are based on average daily net assets (000s
omitted) of $69,606, $23,416 and $11,363 for Premier Portfolio,
Premier U.S. Government Money Portfolio and Premier
Tax-Exempt Portfolio, respectively.
|
12 Invesco
Treasurers Series Trust
Hypothetical
Investment and Expense Information
In connection with the final settlement reached between Invesco
and certain of its affiliates with certain regulators, including
the New York Attorney Generals Office, the SEC and the
Colorado Attorney Generals Office (the settlement) arising
out of certain market timing and unfair pricing allegations made
against Invesco and certain of its affiliates, Invesco and
certain of its affiliates agreed, among other things, to
disclose certain hypothetical information regarding investment
and expense information to Fund shareholders. The chart below is
intended to reflect the annual and cumulative impact of the
Funds expenses, including investment advisory fees and
other Fund costs, on the Funds returns over a
10-year
period. The example reflects the following:
|
|
|
|
n
|
You invest $10,000 in the Fund and hold it for the entire
10-year
period;
|
|
|
|
|
n
|
Your investment has a 5% return before expenses each year; and
|
|
|
|
|
n
|
Premier and Premier U.S. Government Money Portfolios
current annual expense ratio includes any applicable contractual
fee waiver or expense reimbursement for the period committed.
|
There is no assurance that the annual expense ratio will be the
expense ratio for the Funds classes for any of the years
shown. This is only a hypothetical presentation made to
illustrate what expenses and returns would be under the above
scenarios; your actual returns and expenses are likely to differ
(higher or lower) from those shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier Portfolio INVESTOR
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.18%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.82%
|
|
|
9
|
.80%
|
|
|
15
|
.01%
|
|
|
20
|
.48%
|
|
|
26
|
.20%
|
|
|
32
|
.19%
|
|
|
38
|
.47%
|
|
|
45
|
.05%
|
|
|
51
|
.94%
|
|
|
59
|
.16%
|
End of Year Balance
|
|
$
|
10,482
|
.00
|
|
$
|
10,979
|
.90
|
|
$
|
11,501
|
.44
|
|
$
|
12,047
|
.76
|
|
$
|
12,620
|
.03
|
|
$
|
13,219
|
.48
|
|
$
|
13,847
|
.40
|
|
$
|
14,505
|
.16
|
|
$
|
15,194
|
.15
|
|
$
|
15,915
|
.87
|
Estimated Annual Expenses
|
|
$
|
18
|
.43
|
|
$
|
26
|
.83
|
|
$
|
28
|
.10
|
|
$
|
29
|
.44
|
|
$
|
30
|
.83
|
|
$
|
32
|
.30
|
|
$
|
33
|
.83
|
|
$
|
35
|
.44
|
|
$
|
37
|
.12
|
|
$
|
38
|
.89
|
|
Premier Tax-Exempt Portfolio INVESTOR
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.75%
|
|
|
9
|
.73%
|
|
|
14
|
.94%
|
|
|
20
|
.40%
|
|
|
26
|
.12%
|
|
|
32
|
.11%
|
|
|
38
|
.38%
|
|
|
44
|
.95%
|
|
|
51
|
.84%
|
|
|
59
|
.05%
|
End of Year Balance
|
|
$
|
10,475
|
.00
|
|
$
|
10,972
|
.56
|
|
$
|
11,493
|
.76
|
|
$
|
12,039
|
.71
|
|
$
|
12,611
|
.60
|
|
$
|
13,210
|
.65
|
|
$
|
13,838
|
.16
|
|
$
|
14,495
|
.47
|
|
$
|
15,184
|
.00
|
|
$
|
15,905
|
.24
|
Estimated Annual Expenses
|
|
$
|
25
|
.59
|
|
$
|
26
|
.81
|
|
$
|
28
|
.08
|
|
$
|
29
|
.42
|
|
$
|
30
|
.81
|
|
$
|
32
|
.28
|
|
$
|
33
|
.81
|
|
$
|
35
|
.42
|
|
$
|
37
|
.10
|
|
$
|
38
|
.86
|
|
Premier U.S. Government Money Portfolio
INVESTOR
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.18%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.82%
|
|
|
9
|
.80%
|
|
|
15
|
.01%
|
|
|
20
|
.48%
|
|
|
26
|
.20%
|
|
|
32
|
.19%
|
|
|
38
|
.47%
|
|
|
45
|
.05%
|
|
|
51
|
.94%
|
|
|
59
|
.16%
|
End of Year Balance
|
|
$
|
10,482
|
.00
|
|
$
|
10,979
|
.90
|
|
$
|
11,501
|
.44
|
|
$
|
12,047
|
.76
|
|
$
|
12,620
|
.03
|
|
$
|
13,219
|
.48
|
|
$
|
13,847
|
.40
|
|
$
|
14,505
|
.16
|
|
$
|
15,194
|
.15
|
|
$
|
15,915
|
.87
|
Estimated Annual Expenses
|
|
$
|
18
|
.43
|
|
$
|
26
|
.83
|
|
$
|
28
|
.10
|
|
$
|
29
|
.44
|
|
$
|
30
|
.83
|
|
$
|
32
|
.30
|
|
$
|
33
|
.83
|
|
$
|
35
|
.44
|
|
$
|
37
|
.12
|
|
$
|
38
|
.89
|
|
|
|
|
|
1 Your actual expenses may be higher or lower than those
shown.
|
|
|
13 Invesco
Treasurers Series Trust
Shareholder
Account Information
In addition to the Fund, Invesco serves as investment adviser to
many other Invesco and Invesco Van Kampen mutual funds that are
offered to retail investors (Invesco Funds or Funds). The
following information is about all of the Invesco Funds that
offer retail share classes.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or
charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Choosing
a Share Class
Each Fund may offer multiple classes of shares and not all Funds
offer all share classes discussed herein. Each class represents
an interest in the same portfolio of investments. Certain
classes have higher expenses than other classes which may lower
the return on your investment when compared to a less expensive
class. In deciding which class of shares to purchase, you should
consider the following attributes of the various share classes,
among other things: (i) the eligibility requirements that
apply to purchases of a particular class, (ii) the initial
sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to the class, (iii) the
12b-1
fee,
if any, paid by the class, and (iv) any services you may
receive from a financial intermediary. Please contact your
financial adviser to assist you in making your decision. Please
refer to the prospectus fee table for more information on the
fees and expenses of a particular Funds share classes.
|
|
|
|
|
|
|
|
|
|
|
|
Share Classes
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Class Y
|
|
Investor Class
|
|
n
Initial sales charge which may be waived or reduced
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
n
Contingent deferred sales charge on certain redemptions
|
|
n
Contingent deferred sales charge on redemptions within six or fewer years
|
|
n
Contingent deferred sales charge on redemptions within one year
4
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
n
12b-1
fee of up to 0.25%
1
|
|
n
12b-1
fee of up to 1.00%
|
|
n
12b-1
fee of up to 1.00%
5
|
|
n
12b-1
fee of up to 0.50%
|
|
n
No
12b-1
fee
|
|
n
12b-1
fee of up to 0.25%
1
|
|
|
n
Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions
2,3
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
n
Generally more appropriate for long-term investors
|
|
n
New or additional investments are not permitted.
|
|
n
Generally more appropriate for
short-term
investors
n
Purchase orders limited to amounts less than $1,000,000
|
|
n
Generally available only to employee benefit plans
|
|
n
Class Y shares are generally available to (i) investors who purchase through a fee-based advisory account with an approved financial intermediary, (ii) defined contribution plans, defined benefit retirement plans, endowments or foundations, (iii) banks or bank trust departments acting on their own behalf or as trustee or manager for trust accounts, or (iv) any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investors account in exchange for servicing that account. Class Y shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
|
|
n
Generally closed to new investors
|
A-1 The
Invesco Funds
MCF12/12
|
|
|
1
|
|
Class A2 shares of Invesco Tax-Free Intermediate Fund and
Investor Class shares of Invesco Money Market Fund, Invesco
Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio do
not have a
12b-1
fee,
and the Invesco Short Term Bond Fund Class A shares have a
12b-1
fee of
0.15%.
|
2
|
|
Class B shares of Invesco Money Market Fund convert to Invesco
Cash Reserve Shares. Class BX shares of Invesco Money
Market Fund convert to Class AX shares.
|
3
|
|
Class B shares and Class BX shares will not convert to
Class A shares or Class AX shares, respectively, that
have a higher 12b-1 fee rate than the respective Class B
shares or Class BX shares at the time of conversion.
|
4
|
|
CDSC does not apply to redemption of Class C shares of Invesco
Short Term Bond Fund unless you received Class C shares of
Invesco Short Term Bond Fund through an exchange from Class C
shares from another Invesco Fund that is still subject to a CDSC.
|
5
|
|
The
12b-1
fee for Class C shares of certain Funds is less than 1.00%.
The Fees and Expenses of the FundAnnual Fund
Operating Expenses section of this prospectus reflects the
actual
12b-1
fees paid by a Fund.
|
In addition to the share classes shown in the chart above, the
following Funds offer the following additional share classes on
a limited basis:
|
|
n
|
Class A2 shares: Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund;
|
|
|
n
|
Class AX shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
|
n
|
Class BX shares: Invesco Money Market Fund (New or
additional investments in Class BX shares are not
permitted);
|
|
|
n
|
Class CX shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
|
n
|
Class RX shares: Invesco Balanced-Risk Retirement Funds;
|
|
|
n
|
Class P shares: Invesco Summit Fund;
|
|
|
n
|
Class S shares: Invesco Charter Fund, Invesco Conservative
Allocation Fund, Invesco Growth Allocation Fund, Invesco
Moderate Allocation Fund and Invesco Summit Fund; and
|
|
|
n
|
Invesco Cash Reserve Shares: Invesco Money Market Fund.
|
Share
Class Eligibility
Class A, B,
C and Invesco Cash Reserve Shares
Class A, C and Invesco Cash Reserve Shares are available to
all retail investors, including individuals, trusts,
corporations and other business and charitable organizations and
eligible employee benefit plans. The share classes offer
different fee structures which are intended to compensate
financial intermediaries for services provided in connection
with the sale of shares and continued maintenance of the
customer relationship. You should consider the services provided
by your financial adviser and any other financial intermediaries
who will be involved in the servicing of your account when
choosing a share class.
New or additional investments in Class B shares are not
permitted. Existing shareholders of Class B shares may
continue as Class B shareholders, continue to reinvest
dividends and capital gains distributions in Class B shares
and exchange their Class B shares for Class B shares
of other Funds as permitted by the current exchange privileges,
until they convert. For Class B shares outstanding on
November 29, 2010 and Class B shares acquired upon
reinvestment of dividends, all Class B share attributes
including the associated Rule 12b-1 fee, CDSC and conversion
features, will continue.
Class A2 Shares
Class A2 shares, which are offered only on Invesco
Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
Fund, are closed to new investors. All references in this
prospectus to Class A shares, shall include Class A2 shares,
unless otherwise noted.
Class AX,
BX, CX and RX Shares
Class AX, BX, CX and RX shares are closed to new investors.
Only investors who have continuously maintained an account in
Class AX, CX or RX of a specific Fund may make additional
purchases into Class AX, CX and RX, respectively, of such
specific Fund. All references in this Prospectus to
Class A, B, C or R shares of the Invesco Funds shall
include Class AX (excluding Invesco Money Market Fund), BX,
CX, or RX shares, respectively, of the Invesco Funds, unless
otherwise noted. All references in this Prospectus to Invesco
Cash Reserve Shares of Invesco Money Market Fund shall include
Class AX shares of Invesco Money Market Fund, unless
otherwise noted.
Class P
Shares
In addition to the other share classes discussed herein, the
Invesco Summit Fund offers Class P shares, which were
historically sold only through the AIM Summit Investors Plans I
and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and
have a
12b-1
fee of 0.10%. However, Class P shares are not sold to
members of the general public. Only shareholders who had
accounts in the Summit Plans at the close of business on
December 8, 2006 may purchase Class P shares and only
until the total of their combined investments in the Summit
Plans and in Class P shares directly equals the face amount
of their former Plan under the 30 year extended investment
option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a
scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30 year extended investment
option.
Class R
Shares
Class R shares are generally available only to eligible
employee benefit plans. These may include, for example,
retirement and deferred compensation plans maintained pursuant
to Sections 401, 403, and 457 of the Internal Revenue Code
(the Code); nonqualified deferred compensation plans; health
savings accounts maintained pursuant to Section 223 of the
Code; and voluntary employees beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code.
Retirement plans maintained pursuant to Section 401
generally include 401(k) plans, profit sharing plans, money
purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Class S
Shares
Class S shares are limited to investors who purchase shares
with the proceeds received from a systematic contractual
investment plan redemption within the 12 months prior to
purchasing Class S shares, and who purchase through an
approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S shares are
not otherwise sold to members of the general public. An investor
purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase
additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment
plan combined with the subsequent Class S share
contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the
30-year
investment option. The face amount of a systematic contractual
investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly
investment of $100.00, the face amount would have been
$36,000.00 under the
30-year
extended investment option.
Class Y
Shares
Class Y shares are generally available to (i) investors who
purchase through a fee-based advisory account with an approved
financial
A-2 The
Invesco Funds
intermediary, (ii) defined contribution plans, defined benefit
retirement plans, endowments or foundations, (iii) banks or bank
trust departments acting on their own behalf or as trustee or
manager for trust accounts, or (iv) any current, former or
retired trustee, director, officer or employee (or immediate
family members of a current, former or retired trustee,
director, officer or employee) of any Invesco Fund or of Invesco
Ltd. or any of its subsidiaries. In fee-based advisory programs,
a financial intermediary typically charges each investor a fee
based on the value of the investors account in exchange
for servicing that account. Class Y shares are generally not
available for individual retirement accounts (IRAs) such as
traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
Subject to any conditions or limitations imposed on the
servicing of Class Y shares by your financial adviser, if
you received Class Y shares as a result of a merger or
reorganization of a predecessor fund into any of the Funds, you
will be permitted to make additional Class Y share
purchases.
Investor
Class Shares
Some of the Funds offer Investor Class
shares.
Investor Class shares are sold with no initial
sales charge and have a maximum
12b-1
fee of
0.25%. Investor Class shares are not sold to members of the
general public. Only the following persons may purchase Investor
Class shares:
|
|
n
|
Investors who established accounts prior to April 1, 2002,
in Investor Class shares who have continuously maintained an
account in Investor Class shares (this includes anyone listed in
the registration of an account, such as a joint owner, trustee
or custodian, and immediate family members of such persons).
These investors are referred to as Investor Class
grandfathered investors.
|
n
|
Customers of certain financial intermediaries which have had
relationships with the Funds distributor or any Funds that
offered Investor Class shares prior to April 1, 2002, who
have continuously maintained such relationships. These
intermediaries are referred to as Investor Class
grandfathered intermediaries.
|
n
|
Eligible employee benefit plans. Investor Class shares are
generally not available for IRAs unless the IRA depositor is
considered an Investor Class grandfathered investor or the
account is opened through an Investor Class grandfathered
intermediary.
|
n
|
Any current, former or retired trustee, director, officer or
employee (or immediate family member of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries.
|
Distribution
and Service
(12b-1)
Fees
Except as noted below, each Fund has adopted a distribution plan
or distribution plan and service plan pursuant to SEC
Rule 12b-1.
A
12b-1 plan
allows a Fund to pay distribution and service fees to Invesco
Distributors, Inc. (Invesco Distributors) to compensate or
reimburse, as applicable, Invesco Distributors for its efforts
in connection with the sale and distribution of the Funds
shares and for services provided to shareholders, all or a
substantial portion of which are paid to the dealer of record.
Because the Funds pay these fees out of their assets on an
ongoing basis, over time these fees will increase the cost of
your investment and may cause you to pay more than the maximum
permitted initial sales charges described in this prospectus.
The following Funds and share classes do not have
12b-1
plans:
|
|
n
|
Invesco Tax-Free Intermediate Fund, Class A2 shares.
|
n
|
Invesco Money Market Fund, Investor Class shares.
|
n
|
Invesco Tax-Exempt Cash Fund, Investor Class shares.
|
n
|
Premier Portfolio, Investor Class shares.
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares.
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares.
|
n
|
All Funds, Class Y shares
|
Under the applicable distribution plan or distribution plan and
service plan, the Funds may pay distribution and service fees up
to the following amounts with respect to each Funds
average daily net assets with respect to such class:
|
|
n
|
Class A shares: 0.25%
|
n
|
Class B shares: 1.00%
|
n
|
Class C shares: 1.00%
|
n
|
Class P shares: 0.10%
|
n
|
Class R shares: 0.50%
|
n
|
Class S shares: 0.15%
|
n
|
Invesco Cash Reserve Shares: 0.15%
|
n
|
Investor Class shares: 0.25%
|
Please refer to the prospectus fee table for more information on
a particular Funds
12b-1
fees.
Initial
Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining
initial sales charges. The Other Information section
of each Funds prospectus will tell you the sales charge
category in which the Fund is classified. As used below, the
term offering price with respect to all categories
of Class A shares includes the initial sales charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
Category I Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.50
|
|
|
|
4.71
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.75
|
|
|
|
2.83
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category II Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
4.25
|
%
|
|
|
4.44
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.50
|
|
|
|
2.56
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category III Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
0.75
|
|
|
|
0.76
|
|
|
$250,000 but less than
|
|
$
|
1,000,000
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category IV Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
1.75
|
|
|
|
1.78
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
1.25
|
|
|
|
1.27
|
|
|
Class A
Shares Sold Without an Initial Sales Charge
The following types of investors may purchase Class A
shares without paying an initial sales charge:
|
|
n
|
Investors who purchase shares through a fee-based advisory
account with an approved financial intermediary. In a fee based
advisory program, a financial intermediary typically charges
each investor a fee
|
A-3 The
Invesco Funds
|
|
|
based on the value of the investors account in exchange
for servicing that account.
|
|
|
n
|
Those employer-sponsored retirement plans:
|
|
|
|
|
n
|
with assets of at least $1 million;
|
|
|
|
|
n
|
with at least 100 employees eligible to participate in the
Plan; or
|
|
|
|
|
n
|
that execute plan level or multiple-plan level transactions
through a single omnibus account per Fund.
|
|
|
n
|
Any investor who purchases his or her shares with the proceeds
of a rollover, transfer or distribution from a retirement plan
or individual retirement account where the account being funded
by such rollover is to be maintained by the same trustee,
custodian or administrator that maintained the plan from which
the rollover distribution funding such rollover originated, or
an affiliate thereof.
|
|
|
n
|
Investors who maintain an account in Investor Class shares of a
Fund (this includes anyone listed in the registration of an
account, such as a joint owner, trustee or custodian, and
immediate family members of such persons).
|
|
|
n
|
Qualified Tuition Programs created and maintained in accordance
with Section 529 of the Code.
|
|
|
n
|
Funds of funds or other pooled investment vehicles.
|
|
|
n
|
Insurance company separate accounts.
|
|
|
n
|
Any registered representative or employee of any intermediary
who has an agreement with Invesco Distributors to sell shares of
the Invesco Funds (this includes any members of his or her
Immediate Family).
|
In addition, investors may acquire Class A shares without
paying an initial sales charge in connection with:
|
|
n
|
reinvesting dividends and distributions;
|
|
|
n
|
exchanging shares of one Fund that were previously assessed a
sales charge for shares of another Fund;
|
|
|
n
|
purchasing shares in connection with the repayment of a
retirement plan loan administered by Invesco Investment
Services; and
|
|
|
n
|
purchasing Class A shares with proceeds from the redemption
of Class B, Class C or Class Y shares where the
redemption and purchase are effectuated on the same business day.
|
Invesco Distributors also permits certain other investors to
invest in Class A Shares without paying an initial charge,
generally as a result of the investors current or former
relationship with the Invesco Funds. For additional information
about such eligibility, please reference the Funds
Statement of Additional Information.
In all instances, it is the purchasers responsibility to
notify Invesco Distributors or its financial intermediary of any
relationship or other facts qualifying the purchaser as eligible
to purchase Class A Shares without paying an initial sales
charge and to provide all necessary documentation of such facts.
Purchasers investing through a financial intermediary that has
not agreed, either pursuant to an agreement with Invesco
Distributors or otherwise, to qualify a shareholder as eligible
under the terms of the disclosure above or is otherwise unable
to systematically support such qualification, are not eligible
to purchase Class A Shares without paying an initial sales
charge.
Reduced Sales
Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge
exceptions. Qualifying types of accounts for you and your
Immediate Family as described in a Funds SAI
include individual, joint, certain trusts, 529 college
savings plan and Coverdell Education Savings, certain retirement
plans established for the benefit of an individual, and Uniform
Gifts/Transfers to Minor Acts accounts. To qualify for these
reductions or exceptions, you or your financial adviser must
notify the transfer agent and provide the necessary
documentation at the time of purchase that your purchase
qualifies for such treatment. Certain individuals and
employer-sponsored retirement plans may link accounts for the
purpose of qualifying for lower initial sales charges.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund
or Invesco Cash Reserve Shares of Invesco Money Market Fund or
Investor Class shares of any fund will not be taken into account
in determining whether a purchase qualifies for a reduction in
initial sales charges pursuant to
Rights of Accumulation
or
Letters of Intent.
Rights of
Accumulation
You may combine your new purchases of Class A shares of a
Fund with other Fund shares currently owned (Class A, B, C,
IB, IC, P, R, S or Y) for the purpose of qualifying for the
lower initial sales charge rates that apply to larger purchases.
The applicable initial sales charge for the new purchase is
based on the total of your current purchase and the value of
other shares owned based on their current public offering price.
The transfer agent may automatically link certain accounts
registered in the same name with the same taxpayer
identification number for the purpose of qualifying you for
lower initial sales charge rates.
Letters of
Intent
Under a Letter of Intent (LOI), you commit to purchase a
specified dollar amount of Class A shares of one or more
Funds during a
13-month
period. The amount you agree to purchase determines the initial
sales charge you pay. If the full amount committed to in the LOI
is not invested by the end of the
13-month
period, your account will generally be assessed the higher
initial sales charge that would normally be applicable to the
total amount actually invested.
Reinstatement
Following Redemption
If you redeem any class of shares of a Fund, you may reinvest
all or a portion of the proceeds from the redemption in the same
share class of any Fund in the same Category within
180 days of the redemption without paying an initial sales
charge. Class B, P and S redemptions may be reinvested only
into Class A shares with no initial sales charge.
Class Y redemptions may be reinvested into either
Class Y shares or Class A shares with no initial sales
charge.
This reinstatement privilege does not apply to a purchase made
through a regularly scheduled automatic investment plan, such as
a purchase by a regularly scheduled payroll deduction or
transfer from a bank account.
This reinstatement privilege is suspended for the period of time
in which a purchase block is in place on a shareholders
account. Please see Purchase Blocking Policy
discussed below.
In order to take advantage of this reinstatement privilege, you
must inform your financial adviser or the transfer agent that
you wish to do so at the time of your investment.
Contingent
Deferred Sales Charges (CDSCs)
CDSCs on
Class A Shares and Invesco Cash Reserve Shares of Invesco
Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of
Class A shares of Category I, II and IV Funds without
paying an initial sales charge. However, if you redeem these
shares prior to 18 months after the date of purchase, they
will be subject to a CDSC of 1%.
If you currently own Class A shares of a Category I, II or
IV Fund, and make additional purchases without paying an initial
sales charge that result in account balances of $1,000,000 or
more, the additional shares purchased will be subject to an
18-month,
1%
CDSC.
If Invesco Distributors pays a concession to the dealer of
record in connection with a Large Purchase of Class A
shares by an employee benefit plan, the Class A shares may
be subject to a 1% CDSC if all of the plans shares are
redeemed within one year from the date of the plans
initial purchase.
If you acquire Invesco Cash Reserve Shares of Invesco Money
Market Fund or Class A shares of Invesco Tax-Exempt Cash
Fund through an exchange involving Class A shares that were
subject to a CDSC, the
A-4 The
Invesco Funds
shares acquired as a result of the exchange will continue to be
subject to that same CDSC.
CDSCs on
Class B Shares
Class B shares are subject to a CDSC. If you redeem your
shares during the CDSC period, you will be assessed a CDSC as
follows, unless you qualify for one of the CDSC exceptions
outlined below. The Funds are grouped into seven categories for
determining CDSCs. The Other Information section of
each Funds prospectus will tell you the CDSC category in
which the Fund is classified.
|
|
|
|
|
CDSC Category I
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
3.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category II
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category III
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category IV
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
3.75
|
|
|
Third
|
|
|
3.50
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category V
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
2.00
|
%
|
|
Second
|
|
|
1.50
|
|
|
Third
|
|
|
1.00
|
|
|
Fourth
|
|
|
0.50
|
|
|
Fifth and following
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
CDSC Category VI
|
|
|
|
Class B CDSC
|
|
|
Class B CDSC
|
|
|
|
purchased before
|
|
|
purchased on or after
|
|
Year since purchase made
|
|
June 1, 2005
|
|
|
June 1, 2005
|
|
|
|
First
|
|
|
3.00
|
%
|
|
|
4.00
|
%
|
|
Second
|
|
|
2.50
|
|
|
|
4.00
|
|
|
Third
|
|
|
2.00
|
|
|
|
3.00
|
|
|
Fourth
|
|
|
1.00
|
|
|
|
2.50
|
|
|
Fifth
|
|
|
None
|
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category VII
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
CDSCs on
Class C Shares
Class C shares are sold without an initial sales charge.
However, they are subject to a CDSC. If you redeem your shares
during the first year since purchase has been made you will be
assessed a 1% CDSC, unless you qualify for one of the CDSC
exceptions outlined below.
CDSCs on
Class C SharesEmployee Benefit Plan
Invesco Distributors pays a concession to the dealer of record
in connection with a purchase of Class C shares by an
employee benefit plan; the Class C shares are subject to a
1.00% CDSC at the time of redemption if all of the plans
shares are redeemed within one year from the date of the
plans initial purchase.
CDSCs on
Class C Shares of Invesco Short Term Bond Fund
Class C shares of Invesco Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of
those Funds through an exchange, and the shares originally
purchased were subject to a CDSC, the shares acquired as a
result of the exchange will continue to be subject to that same
CDSC. Conversely, if you acquire Class C shares of any
other Fund as a result of an exchange involving Class C
shares of Invesco Short Term Bond Fund that were not subject to
a CDSC, then the shares acquired as a result of the exchange
will not be subject to a CDSC.
Computing a
CDSC
The CDSC on redemptions of shares is computed based on the lower
of their original purchase price or current net asset value, net
of reinvested dividends and capital gains distributions. In
determining whether to charge a CDSC, shares are accounted for
on a
first-in,
first-out basis, which means that you will redeem shares on
which there is no CDSC first, and then shares in the order of
their purchase.
CDSC
Exceptions
Investors who own shares that are otherwise subject to a CDSC
will not pay a CDSC in the following circumstances:
|
|
n
|
If you participate in the Systematic Redemption Plan and
withdraw up to 12% of the value of your shares that are subject
to a CDSC in any twelve-month period.
|
n
|
If you redeem shares to pay account fees.
|
n
|
If you are the executor, administrator or beneficiary of an
estate or are otherwise entitled to assets remaining in an
account following the death
|
A-5 The
Invesco Funds
|
|
|
or post-purchase disability of a shareholder or beneficial owner
and you choose to redeem those shares.
|
There are other circumstances under which you may be able to
redeem shares without paying CDSCs.
Shares acquired through the reinvestment of dividends and
distributions are not subject to CDSCs.
The following share classes are sold with no CDSC:
|
|
n
|
Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
Class A shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund purchased on or
after October 21, 2002, and prior to February 1, 2010.
|
n
|
Class A2 shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund.
|
n
|
Invesco Cash Reserve Shares of Invesco Money Market Fund.
|
n
|
Investor Class shares of any Fund.
|
n
|
Class P shares of Invesco Summit Fund.
|
|
|
n
|
Class S shares of Invesco Charter Fund, Invesco
Conservative Allocation Fund, Invesco Growth Allocation Fund,
Invesco Moderate Allocation Fund and Invesco Summit Fund.
|
|
|
n
|
Class Y shares of any Fund.
|
CDSCs Upon
Converting to Class Y Shares
If shares that are subject to a CDSC are converted to
Class Y shares, the applicable CDSC will be assessed prior
to conversion.
Purchasing
Shares
If you hold your shares through a financial intermediary, your
eligibility to purchase shares and the terms by which you may
purchase, redeem and exchange shares may differ depending on
that institutions policies.
Minimum
Investments
There are no minimum investments for Class P, R or S shares
for fund accounts. The minimum investments for Class A, C,
Y, Investor Class and Invesco Cash Reserve shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Initial Investment
|
|
Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESAs if the new investor is
purchasing shares through a systematic purchase plan
|
|
$
|
25
|
|
|
$
|
25
|
|
|
All other accounts if the investor is purchasing shares through
a systematic purchase plan
|
|
|
50
|
|
|
|
50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
250
|
|
|
|
25
|
|
|
All other accounts
|
|
|
1,000
|
|
|
|
50
|
|
|
Invesco Distributors has the discretion to accept orders for
lesser amounts
|
|
|
|
|
|
|
|
|
|
How to Purchase
Shares
|
|
|
|
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser
|
|
Contact your financial adviser.
|
|
Contact your financial adviser.
|
By Mail
|
|
Mail completed account application and check to the transfer
agent,
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO
64121-9078.
Invesco Investment Services, Inc. does NOT accept the following
types of payments: Credit Card Checks, Third Party Checks, and
Cash*.
|
|
Mail your check and the remittance slip from your confirmation
statement to the transfer agent. Invesco Investment Services,
Inc. does NOT accept the following types of payments: Credit
Card Checks, Third Party Checks, and Cash*.
|
By Wire
|
|
Mail completed account application to the transfer agent. Call
the transfer agent at (800)
959-4246
to
receive a reference number. Then, use the wire instructions
provided below.
|
|
Call the transfer agent to receive a reference number. Then, use
the wire instructions provided below.
|
Wire Instructions
|
|
Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone
|
|
Open your account using one of the methods described above.
|
|
Select the Bank Account Information option on your completed
account application or complete a Systematic Options and Bank
Information Form. Mail the application or form to the transfer
agent. Once the transfer agent has received the form, call the
transfer agent at the number below to place your purchase order.
|
Automated Investor Line
|
|
Open your account using one of the methods described above.
|
|
Call the Invesco Investment Services, Inc.
24-hour
Automated Investor Line at
1-800-246-5463.
You may place your order after you have provided the bank
instructions that will be requested.
|
By Internet
|
|
Open your account using one of the methods described above.
|
|
Access your account at www.invesco.com/us. The proper bank
instructions must have been provided on your account. You may
not purchase shares in retirement accounts on the internet.
|
|
|
|
|
*
|
|
In addition, Invesco Investment Services, Inc. does not accept
cash equivalents for employer sponsored plan accounts. Cash
equivalents include cashiers checks, official checks, bank
drafts, travelers checks, treasurers checks, postal
money orders or money orders. We also reserve the right to
reject at our sole discretion payment by Temporary / Starter
Checks.
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
A-6 The
Invesco Funds
Systematic
Purchase Plan
You can arrange for periodic investments in any of the Funds by
authorizing the transfer agent to withdraw the amount of your
investment from your bank account on a day or dates you specify
and in an amount of at least $25 per Fund for IRAs, Roth IRAs
and Coverdell ESAs, and at least $50 per Fund for all other
types of accounts (a Systematic Purchase Plan). You may stop the
Systematic Purchase Plan at any time by giving the transfer
agent notice ten days prior to your next scheduled withdrawal.
Certain financial advisers and other financial intermediaries
may also offer systematic purchase plans.
Dollar Cost
Averaging
Dollar Cost Averaging allows you to make automatic periodic
exchanges, if permitted, from one Fund to another Fund or
multiple other Funds. The account from which exchanges are to be
made must have a minimum balance of $5,000 before you can use
this option. Exchanges will occur on (or about) the day of the
month you specify, in the amount you specify. Dollar Cost
Averaging cannot be set up for the 29th through the 31st of the
month. The minimum amount you can exchange to another Fund is
$50. Certain financial advisers and other financial
intermediaries may also offer dollar cost averaging programs.
Automatic
Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or
reinvested in the same Fund or another Fund without paying an
initial sales charge. Unless you specify otherwise, your
dividends and distributions will automatically be reinvested in
the same Fund. If you elect to receive your distributions by
check, and the distribution amount is $10 or less, then the
amount will be automatically reinvested in the same Fund and no
check will be issued. If you have elected to receive
distributions by check, and the postal service is unable to
deliver checks to your address of record, then your distribution
election may be converted to having all subsequent distributions
reinvested in the same Fund and no checks will be issued. With
respect to certain account types, if your check remains uncashed
for six months, the Fund generally reserves the right to
reinvest your distribution check in your account at the then
applicable NAV and to reinvest all subsequent distributions in
shares of the Fund. Such checks will be reinvested into the same
share class of the Fund unless you own shares in both Class A
and Class B of the same Fund, in which case the check may be
reinvested into the Class A shares. You should contact the
transfer agent to change your distribution option, and your
request to do so must be received by the transfer agent before
the record date for a distribution in order to be effective for
that distribution. No interest will accrue on amounts
represented by uncashed distribution checks.
You must comply with the following requirements to be eligible
to invest your dividends and distributions in shares of another
Fund:
|
|
n
|
Your account balance in the Fund paying the dividend or
distribution must be at least $5,000; and
|
n
|
Your account balance in the Fund receiving the dividend or
distribution must be at least $500.
|
Portfolio
Rebalancing Program
If you have at least $5,000 in your account, you may participate
in the Portfolio Rebalancing Program. Under this Program, you
can designate how the total value of your Fund holdings should
be rebalanced, on a percentage basis, between two and ten of
your Funds on a quarterly, semiannual or annual basis. Your
portfolio will be rebalanced through the exchange of shares in
one or more of your Funds for shares of the same class of one or
more other Funds in your portfolio. Rebalancing will not occur
if your portfolio is within 2% of your stated allocation. If you
wish to participate in the Program, make changes or cancel the
Program, the transfer agent must receive your request to
participate, changes, or cancellation in good order at least
five business days prior to the next rebalancing date, which is
normally the 28th day of the last month of the period you
choose. We may modify, suspend or terminate the Program at any
time on 60 days prior written notice to participating
investors. Certain financial advisers and other financial
intermediaries may also offer portfolio rebalancing programs.
Redeeming
Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, the
transfer agent or authorized intermediary, if applicable, must
receive your call during the hours of the customary trading
session of the New York Stock Exchange (NYSE) in order to effect
the redemption at that days net asset value. For Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent or
authorized intermediary, if applicable, must receive your call
before the Funds net asset value determination in order to
effect the redemption that day.
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator).
|
By Mail
|
|
Send a written request to the transfer agent which includes:
|
|
|
n
Original signatures of all registered owners/trustees;
|
|
|
n
The dollar value or number of shares that you wish to redeem;
|
|
|
n
The name of the Fund(s) and your account number;
|
|
|
n
The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and
|
|
|
n
Signature guarantees, if necessary (see below).
|
|
|
The transfer agent may require that you provide additional
documentation, or information, such as corporate resolutions or
powers of attorney, if applicable. If you are redeeming from an
IRA or other type of retirement account, you must complete the
appropriate distribution form, as well as employer authorization.
|
By Telephone
|
|
Call the transfer agent at
1-800-959-4246.
You will be allowed to redeem by telephone if:
|
|
|
n
Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have not previously declined the telephone redemption privilege.
|
|
|
You may, in limited circumstances, initiate a redemption from an
Invesco IRA by telephone. Redemptions from other types of
retirement plan accounts may be initiated only in writing and
require the completion of the appropriate distribution form, as
well as employer authorization.
|
Automated Investor Line
|
|
Call the Invesco Investment Services, Inc. 24-hour Automated
Investor Line at
1-800-246-5463.
You may place your redemption order after you have provided the
bank instructions that will be requested.
|
By Internet
|
|
Place your redemption request at www.invesco.com/us. You will be
allowed to redeem by Internet if:
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have already provided proper bank information.
|
|
|
Redemptions from most retirement plan accounts may be initiated
only in writing and require the completion of the appropriate
distribution form, as well as employer authorization.
|
|
Timing and Method
of Payment
We normally will send out payments within one business day, and
in any event no more than seven days, after your redemption
request is received in good order (meaning that all necessary
information and documentation related to the redemption request
have been provided to the transfer
A-7 The
Invesco Funds
agent or authorized intermediary, if applicable). If you redeem
shares recently purchased by check or ACH, you may be required
to wait up to ten business days before we send your redemption
proceeds. This delay is necessary to ensure that the purchase
has cleared. Payment may be postponed under unusual
circumstances, as allowed by the SEC, such as when the NYSE
restricts or suspends trading.
Redemption checks are mailed to your address of record, via
first class U.S. mail, unless you make other
arrangements with the transfer agent.
We use reasonable procedures to confirm that instructions
communicated via telephone and the Internet are genuine, and we
are not liable for losses arising from actions taken in
accordance with instructions that are reasonably believed to be
genuine.
Expedited
Redemptions (Invesco Cash Reserve Shares of Invesco Money Market
Fund only)
If you place your redemption order by telephone, before
11:30 a.m. Eastern Time and request an expedited
redemption, we will transmit payment of redemption proceeds on
that same day via federal wire to a bank of record on your
account. If we receive your redemption order after
11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we will transmit payment
on the next business day.
Systematic
Withdrawals
You may arrange for regular periodic withdrawals from your
account in amounts equal to or greater than $50 per Fund. We
will redeem the appropriate number of shares from your account
to provide redemption proceeds in the amount requested. You must
have a total account balance of at least $5,000 in order to
establish a Systematic Redemption Plan, unless you are
establishing a Required Minimum Distribution for a retirement
plan. You can stop this plan at any time by giving ten
days prior notice to the transfer agent.
Check
Writing
The transfer agent provides check writing privileges for
accounts in the following Funds and share classes:
|
|
n
|
Invesco Money Market Fund, Invesco Cash Reserve Shares,
Class AX shares, Class Y shares and Investor Class
shares
|
|
|
n
|
Invesco Tax-Exempt Cash Fund, Class A shares, Class Y
shares and Investor Class shares
|
n
|
Premier Portfolio, Investor Class shares
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares
|
You may redeem shares of these Funds by writing checks in
amounts of $250 or more if you have subscribed to the service by
completing a Check Writing authorization form.
Redemption by check is not available for retirement accounts.
Checks are not eligible to be converted to ACH by the payee. You
may not give authorization to a payee by phone to debit your
account by ACH for a debt owed to the payee.
Signature
Guarantees
We require a signature guarantee in the following circumstances:
|
|
n
|
When your redemption proceeds will equal or exceed $250,000 per
Fund.
|
n
|
When you request that redemption proceeds be paid to someone
other than the registered owner of the account.
|
n
|
When you request that redemption proceeds be sent somewhere
other than the address of record or bank of record on the
account.
|
n
|
When you request that redemption proceeds be sent to a new
address or an address that changed in the last 30 days.
|
The transfer agent will accept a guarantee of your signature by
a number of different types of financial institutions. Call the
transfer agent for additional information. Some institutions
have transaction amount maximums for these guarantees. Please
check with the guarantor institution to determine whether the
signature guarantee offered will be sufficient to cover the
value of your transaction request.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine, in
their sole discretion, whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class
shares only) has been open at least one year, you have not made
an additional purchase in the account during the past six
calendar months, and the value of your account falls below $500
for three consecutive months, the Funds have the right to redeem
the account after giving you 60 days prior written
notice. You may avoid having your account redeemed during the
notice period by bringing the account value up to $500 or by
initiating a Systematic Purchase Plan.
If the Fund determines that you have not provided a correct
Social Security or other tax identification number on your
account application, or the Fund is not able to verify your
identity as required by law, the Fund may, at its discretion,
redeem the account and distribute the proceeds to you.
Minimum Account
Balance
A low balance fee of $12 per year will be deducted in the fourth
quarter of each year from all Class A share, Class C
share and Investor Class share accounts held in the Fund (each a
Fund Account) with a value less than the low balance amount
(the Low Balance Amount) as determined from time to time by the
Fund and the Adviser. The Fund and the Adviser generally expect
the Low Balance Amount to be $750, but such amount may be
adjusted for any year depending on various factors, including
market conditions. The Low Balance Amount and the date on which
it will be deducted from any Fund Account will be posted on
our web site, www.invesco.com/us, on or about November 1 of each
year. This fee will be payable to the transfer agent by
redeeming from a Fund Account sufficient shares owned by a
shareholder and will be used by the transfer agent to offset
amounts that would otherwise be payable by the Fund to the
transfer agent under the transfer agency agreement. The low
balance fee is not applicable to Fund Accounts comprised
of: (i) fund of funds accounts, (ii) escheated
accounts, (iii) accounts participating in a Systematic
Purchase Plan established directly with the Fund,
(iv) accounts with Dollar Cost Averaging, (v) accounts
in which Class B Shares are immediately involved in the
automatic conversion to Class A Shares, and those
corresponding Class A Shares immediately involved in such
conversion, (vi) accounts in which all shares are evidenced
by share certificates, (vii) certain retirement plan
accounts, (viii) forfeiture accounts in connection with
certain retirement plans, (ix) investments in Class B,
Class P, Class R, Class S or Class Y Shares,
(x) certain money market funds (Investor Class of Premier
U.S. Government Money, Premier Tax-Exempt and Premier
Portfolios; all classes of Invesco Money Market Fund; and all
classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts
in Class A shares established pursuant to an advisory fee
program.
Some investments in the Funds are made through accounts that are
maintained by intermediaries (rather than the Funds
transfer agent) and some investments are made indirectly through
products that use the Funds as underlying investments, such as
employee benefit plans, funds of funds, qualified tuition plans,
and variable insurance contracts (these products are generally
referred to as conduit investment vehicles). If shares of the
Funds are held in an account maintained by an intermediary or in
the name of a conduit investment vehicle (and not in the names
of individual investors), the intermediary or conduit investment
vehicle may impose low balance rules which differ from those
described in this prospectus. Please consult your financial
adviser or other financial intermediary for details.
A-8 The
Invesco Funds
Exchanging
Shares
You may, under certain circumstances, exchange shares in one
Fund for those of another Fund. An exchange is the purchase of
shares in one Fund which is paid for with the proceeds from a
redemption of shares of another Fund effectuated on the same
day. Any gain on the transaction may be subject to federal
income tax. Accordingly, the procedures and processes applicable
to redemptions of Fund shares, as discussed under the heading
Redeeming Shares above, will apply. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Permitted
Exchanges
Except as otherwise provided herein or in the SAI, you generally
may exchange your shares for shares of the same class of another
Fund. The following below shows permitted exchanges from one
Fund to another Fund:
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Exchange From
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Exchange To
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Invesco Cash Reserve Shares
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Class A, C, R, Y*, Investor Class
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Class A
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Class A, Investor Class, Invesco Cash Reserve Shares
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Class A2
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Class A, Investor Class, Invesco Cash Reserve Shares
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Class AX
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Class A, AX, Investor Class, Invesco Cash Reserve Shares
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Investor Class
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Class A, Investor Class
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Class P
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Class A, Invesco Cash Reserve Shares
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Class S
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Class A, S, Invesco Cash Reserve Shares
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Class B
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Class B
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Class BX
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Class B
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Class C
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Class C
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Class CX
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Class C, CX
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Class R
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Class R
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Class RX
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Class R, RX
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Class Y
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Class Y
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*
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You may exchange into Class Y shares of a Fund if you
otherwise qualify to buy that Funds Class Y shares.
See the Share Class Eligibility section of this
prospectus.
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Exchanges into
Invesco Senior Loan Fund
Invesco Senior Loan Fund is a closed-end fund that continuously
offers its shares pursuant to the terms and conditions of its
prospectus. The Adviser is the investment adviser for the
Invesco Senior Loan Fund. As with the Invesco Funds, you
generally may exchange your shares of Class A (Invesco Cash
Reserve Shares of Invesco Money Market Fund), Class B or
Class C of any Invesco Fund for shares of Class A,
Class B or Class C, respectively, of Invesco Senior
Loan Fund. Please refer to the prospectus for the Invesco Senior
Loan Fund for more information, including limitations on
exchanges out of Invesco Senior Loan Fund.
Exchanges Not
Permitted
The following exchanges are not permitted:
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Investor Class shares cannot be exchanged for Class A
shares of any Fund which offers Investor Class shares.
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Exchanges into Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund (also known
as the Category III Funds) are not permitted.
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Class A2 shares of Invesco Limited Maturity Treasury Fund
and Invesco Tax-Free Intermediate Fund cannot be exchanged for
Class A shares of those Funds.
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Invesco Cash Reserve Shares cannot be exchanged for Class C
or R shares if the shares being exchanged were acquired by
exchange from Class A shares of any Fund.
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Invesco Cash Reserve Shares, Class A shares, Class C
shares or Investor Class shares of one Fund cannot be exchanged
for Class Y shares of a different Fund.
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All existing systematic exchanges and reallocations will cease
and these options will no longer be available on all 403(b)
prototype plans.
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Exchange
Conditions
The following conditions apply to all exchanges:
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Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
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If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
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Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares. Any of the participating Funds or the
distributor may modify or terminate this privilege at any time.
Initial Sales
Charges, CDSCs and 12b-1 Fees on Applicable to
Exchanges
You may be required to pay an initial sales charge when
exchanging from a Fund with a lower initial sales charge than
the one into which you are exchanging. If you exchange into
shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made
your initial purchase.
In addition, as a result of differences in the forms of
distribution plans and distribution plans and service plans
among the Funds, certain exchanges of Class A shares,
Class B shares, Class C shares, and Class R
shares of a Fund for the same class of shares of another Fund
may result in investors paying a higher or a lower 12b-1 fee on
the Fund being exchanged into. Please refer to the prospectus
fee table and financial highlights table and the statement of
additional information for more information on the fees and
expenses, including applicable 12b-1 fees, of the Fund you wish
to acquire.
Share
Class Conversions
Shares of one class of a Fund may be converted into shares of
another class of the same Fund, provided that you are eligible
to buy that share class. Investors who hold Fund shares through
a financial intermediary that does not have an agreement to make
certain share classes of the Funds available or that cannot
systematically support the conversion may not be eligible to
convert their shares. Furthermore, your financial intermediary
may have discretion to effect a conversion on your behalf.
Consult with your financial intermediary for details. Any CDSC
associated with the converting shares will be assessed
immediately prior to the conversion to the new share class.
Share class conversions will be non-reportable for tax purposes
and any gain on the converted shares should not be subject to
federal income tax. See the applicable prospectus for share
class information.
Fees and expenses differ between share classes. You should read
the prospectus for the share class into which you are seeking to
convert your shares prior to the conversion.
Share
Class Conversions Not Permitted
The following share class conversions are not permitted:
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Conversions into or out of Class B or Class BX of the
same Fund (except for automatic conversions to Class A or
Class AX, respectively, of the same Fund, as described
under Choosing a Share Class in this Prospectus).
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Conversions into Class A from Class A2 of the same
Fund.
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A-9 The
Invesco Funds
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Conversions into Class A2, Class AX, Class CX,
Class P, Class RX or Class S of the same Fund.
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Conversions involving share classes of Invesco Senior Loan Fund.
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Rights
Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
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Reject or cancel all or any part of any purchase or exchange
order.
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Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
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Reject or cancel any request to establish a Systematic Purchase
Plan, Systematic Redemption Plan or Portfolio Rebalancing
Program.
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Suspend, change or withdraw all or any part of the offering made
by this prospectus.
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Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and administrative
costs. Where excessive short-term trading activity seeks to take
advantage of arbitrage opportunities from stale prices for
portfolio securities, the value of Fund shares held by long-term
investors may be diluted. The Boards of Trustees of the Funds
(collectively, the Board) have adopted policies and procedures
designed to discourage excessive or short-term trading of Fund
shares for all Funds except the money market funds. However,
there is the risk that these Funds policies and procedures
will prove ineffective in whole or in part to detect or prevent
excessive or short-term trading. These Funds may alter their
policies at any time without prior notice to shareholders if the
adviser believes the change would be in the best interests of
long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
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Trade activity monitoring.
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Trading guidelines.
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The use of fair value pricing consistent with procedures
approved by the Board.
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Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Money Market Funds.
The Board of Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio (the money market funds) has not adopted any
policies and procedures that would limit frequent purchases and
redemptions of such Funds shares. The Board considered the
risks of not having a specific policy that limits frequent
purchases and redemptions, and determined that those risks were
minimal. Nonetheless, to the extent that a money market fund
must maintain additional cash
and/or
securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests,
the money market funds yield could be negatively impacted.
The Board does not believe that it is appropriate to adopt any
such policies and procedures for the money market funds for the
following reasons:
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The money market funds are offered to investors as cash
management vehicles; investors must perceive an investment in
such Funds as an alternative to cash, and must be able to
purchase and redeem shares regularly and frequently.
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One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of the money market funds will be
detrimental to the continuing operations of such Funds.
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The money market funds portfolio securities are valued on
the basis of amortized cost, and such Funds seek to maintain a
constant net asset value. As a result, there are no price
arbitrage opportunities.
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Because the money market funds seek to maintain a constant net
asset value, investors expect to receive upon redemption the
amount they originally invested in such Funds.
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Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be limited.
Trading
Guidelines
If a Fund or an Invesco Affiliate determines, in its sole
discretion, that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
A-10 The
Invesco Funds
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Each money market fund values portfolio securities on the basis
of the amortized cost method, which is explained in the SAI.
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
Pricing
of Shares
Determination of
Net Asset Value
Each money market fund values portfolio securities on the basis
of the amortized cost method, which is explained in the SAI.
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where
market quotations are not readily available, including where
Invesco determines that the closing price of the security is
unreliable, Invesco will value the security at fair value in
good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take
advantage of arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating
rate loans and senior secured floating rate debt securities are
fair valued using evaluated quotes provided by an independent
pricing service. Evaluated quotes provided by the pricing
service may reflect appropriate factors such as market quotes,
ratings, tranche type, industry, company performance, spread,
individual trading characteristics, institution-size trading in
similar groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco valuation
committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Money Market Fund,
Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and
A-11 The
Invesco Funds
Premier U.S. Government Money Portfolio value all their
securities at amortized cost. Invesco Municipal Bond Fund and
Invesco Tax-Free Intermediate Fund value variable rate
securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the
market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
If a Fund invests in other open-end
funds, other than open-end funds that are exchange traded, the
investing Fund will calculate its net asset value using the net
asset value of the underlying fund in which it invests, and the
prospectuses for such open-end funds explain the circumstances
under which they will use fair value pricing and the effects of
using fair value pricing.
Each Fund, except for Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio,
determines the net asset value of its shares on each day the
NYSE is open for business (a business day), as of the close of
the customary trading session, or earlier NYSE closing time that
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio open for business at
8:00 a.m. Eastern Time on each business day. Premier
Portfolio and Premier U.S. Government Money Portfolio will
generally determine the net asset value of their shares at
5:30 p.m. Eastern Time on each business day. Premier
Tax-Exempt Portfolio will generally determine the net asset
value of its shares at 4:30 p.m. Eastern Time on each
business day. A business day for Premier Portfolio, Premier
Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio is any day
that (1) both the Federal Reserve Bank of New York and a
Funds custodian are open for business and (2) the primary
trading markets for the Funds portfolio instruments are
open and the Funds management believes there is an
adequate market to meet purchase and redemption requests.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio are authorized not to open
for trading on a day that is otherwise a business day if the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading; any such day will not be considered a business day.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio also may close early on a
business day if SIFMA recommends that government securities
dealers close early. If Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money Portfolio uses
its discretion to close early on a business day, the Fund will
calculate its net asset value as of the time of such closing.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund, Invesco Balanced-Risk
Commodity Strategy Fund and Invesco Global Markets Strategy Fund
may each invest up to 25% of their total assets in shares of
their respective subsidiaries (the Subsidiaries). The
Subsidiaries offer to redeem all or a portion of their shares at
the current net asset value per share every regular business
day. The value of shares of the Subsidiaries will fluctuate with
the value of the respective Subsidiarys portfolio
investments. The Subsidiaries price their portfolio investments
pursuant to the same pricing and valuation methodologies and
procedures used by the Funds, which require, among other things,
that each of the Subsidiaries portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, you
can purchase or redeem shares on each business day prior to the
close of the customary trading session or any earlier NYSE
closing time that day. For Funds other than Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, purchase orders that are received and accepted
before the close of the customary trading session or any earlier
NYSE closing time on a business day generally are processed that
day and settled on the next business day.
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem
shares on each business day, prior to the Funds net asset
value determination on such business day; however, if your order
is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your
order generally will be processed on the next business day and
settled on the second business day following the receipt and
acceptance of your order.
For all Funds, you can exchange shares on each business day,
prior to the close of the customary trading session or any
earlier NYSE closing time that day. Shareholders of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange
their shares after the close of the customary trading session or
any earlier NYSE closing time on a particular day, even though
these Funds remain open after such closing time.
The Funds price purchase, exchange and redemption orders at the
net asset value calculated after the transfer agent receives an
order in good order. Any applicable sales charges are applied at
the time an order is processed. A Fund may postpone the right of
redemption only under unusual circumstances, as allowed by the
Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
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A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
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Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
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Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
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A portion of income dividends paid by a Fund to you on or before
December 31, 2012 may be reported as qualified dividend
income eligible for taxation by individual shareholders at
long-term capital gain rates, provided certain holding period
requirements are met. These reduced rates generally are
available for dividends derived from a
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A-12 The
Invesco Funds
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Funds investment in stocks of domestic corporations and
qualified foreign corporations. In the case of a Fund that
invests primarily in debt securities, either none or only a
nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates. These reduced
rates for qualified dividends will no longer apply to dividends
paid by a Fund after 2012, unless this provision is extended,
possibly retroactively to January 1, 2013, or made
permanent.
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Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
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Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. An exchange occurs when the
purchase of shares of a Fund is made using the proceeds from a
redemption of shares of another Fund and is effectuated on the
same day as the redemption. Your gain or loss is calculated by
subtracting from the gross proceeds your cost basis. Gross
proceeds and, for shares acquired on or after January 1,
2012 and disposed of after that date, cost basis will be
reported to you and the Internal Revenue Service (IRS). Cost
basis will be calculated using the Funds default method of
average cost, unless you instruct the Fund to use a different
calculation method. As a service to you, the Fund will continue
to provide to you (but not the IRS) cost basis information for
shares acquired before 2012, when available, using the average
cost method. Shareholders should carefully review the cost basis
information provided by a Fund and make any additional basis,
holding period or other adjustments that are required when
reporting these amounts on their federal income tax returns. If
you hold your Fund shares through a broker (or other nominee),
please contact that broker (nominee) with respect to reporting
of cost basis and available elections for your account. For more
information about the cost basis methods offered by Invesco,
please refer to the Tax Center located under the
Accounts & Services menu of our website at
www.Invesco.com/us.
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|
|
n
|
The conversion of shares of one class of the Fund into shares of
another class of the same Fund is not taxable for federal income
tax purposes and no gain or loss will be reported on the
transaction. This is true whether the conversion occurs
automatically pursuant to the terms of the class or is initiated
by the shareholder.
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|
|
n
|
At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net unrealized appreciation in value of
portfolio securities held by the Fund. A subsequent distribution
to you of such amounts, although constituting a return of your
investment, would be taxable. This is sometimes referred to as
buying a dividend.
|
|
|
n
|
By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid on or after January 1, 2013, the rate is scheduled to
rise to 31% unless the 28% rate is extended, possibly
retroactively to January 1, 2013, or made permanent).
|
|
|
n
|
You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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|
|
n
|
For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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|
|
n
|
Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
|
n
|
If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
|
n
|
Foreign investors should be aware that U.S. withholding,
special certification requirements to avoid U.S. backup
withholding and claim any treaty benefits and estate taxes may
apply to an investment in a Fund.
|
|
|
n
|
The Foreign Account Tax Compliance Act (FATCA) requires the
reporting to the Internal Revenue Service of certain direct and
indirect ownership of foreign financial accounts by U.S.
persons. Failure to provide this required information can result
in a generally nonrefundable 30% tax on: (a) income dividends
paid by the Fund after December 31, 2013 and
(b) certain capital gain distributions (including proceeds
arising from the sale Fund shares) paid by the Fund after
December 31, 2016 to certain foreign financial
institutions and non-financial foreign
entities.
|
The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
|
|
n
|
You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
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|
|
n
|
A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
|
|
|
n
|
Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
|
n
|
A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
|
n
|
A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
|
n
|
Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes,
|
A-13 The
Invesco Funds
|
|
|
may affect the deductibility of interest on certain
indebtedness, and may have other collateral federal income tax
consequences for you.
|
|
|
n
|
There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
|
|
|
n
|
Net investment income for purposes of the Medicare tax described
above does not include exempt-interest dividends.
|
Money Market
Funds
|
|
n
|
A Fund does not anticipate realizing any long-term capital gains.
|
n
|
Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss
on sale or exchange of Fund shares.
|
Real Estate
Funds
|
|
n
|
Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
|
n
|
Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
|
n
|
The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please
see the SAI for a discussion of the risks and special tax
consequences to shareholders in the event the Fund realizes
excess inclusion income in excess of certain threshold amounts.
|
n
|
The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in
which the Fund invests.
|
Invesco
Balanced-Risk Allocation Fund, Invesco Balanced-Risk Commodity
Strategy Fund and Invesco Global Markets Strategy Fund
|
|
n
|
The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
|
|
|
n
|
The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including asset diversification and income requirements. The
Funds intend to treat the income each derives from
commodity-linked notes and their respective Subsidiary as
qualifying income. If, contrary to a number of private letter
rulings (PLRs) issued by the IRS upon which only the Fund that
received the PLR can rely, the IRS were to determine such income
is non qualifying, a Fund might fail to satisfy the income
requirement. In lieu of disqualification, the Funds are
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful
neglect. The Funds intend to limit their investments in their
respective Subsidiary to no more than 25% of the value of each
Funds total assets in order to satisfy the asset
diversification requirement.
|
|
|
n
|
The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
|
Invesco Emerging
Market Local Currency Debt Fund
|
|
n
|
The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect.
|
This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
The financial adviser or intermediary through which you purchase
your shares may receive all or a portion of the sales charges
and distribution fees discussed above. In addition to those
payments, Invesco Distributors and other Invesco Affiliates, may
make additional cash payments to financial intermediaries in
connection with the promotion and sale of shares of the Funds.
These additional cash payments may include cash payments and
other payments for certain marketing and support services.
Invesco Affiliates make these payments from their own resources,
from Invesco Distributors retention of initial sales
charges and from payments to Invesco Distributors made by the
Funds under their
12b-1
plans.
In the context of this prospectus, financial
intermediaries include any broker, dealer, bank (including
bank trust departments), registered investment adviser,
financial planner, retirement plan administrator, insurance
company and any other financial intermediary having a selling,
administration or similar agreement with Invesco Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Funds on
the financial intermediarys funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.25% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments
A-14 The
Invesco Funds
may also be calculated based on the average daily net assets of
the applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediary. To the extent
financial intermediaries sell more shares of the Funds or retain
shares of the Funds in their clients accounts, Invesco
Affiliates benefit from the incremental management and other
fees paid to Invesco Affiliates by the Funds with respect to
those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency, omnibus account service or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediary. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-15 The
Invesco Funds
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about each Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and semi-annual reports to shareholders
contain additional information about each Funds
investments. Each Funds annual report also discusses the
market conditions and investment strategies that significantly
affected each Funds performance during its last fiscal
year. Each Fund also files its complete schedule of portfolio
holdings with the SEC for the 1st and 3rd quarters of each
fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or semi-annual reports or
Form N-Q,
please contact us.
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By Mail:
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Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
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By Telephone:
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(800) 959-4246
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On the Internet:
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|
You can send us a request by e-mail or download prospectuses,
SAIs, annual or semi-annual reports via our Web site:
www.invesco.com/us
|
You can also review and obtain copies of each Funds SAI,
annual or semi-annual reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at
1-202-551-8090
for information about the Public Reference Room.
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Premier Portfolio
Premier Tax-Exempt Portfolio and
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|
Premier U.S. Government Money Portfolio
|
SEC 1940 Act file
number: 811-05460
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invesco.com/us
CM-I-TST-PRO-1
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Prospectus
|
December 21, 2012
|
Premier
Tax-Exempt Portfolio
Premier
U.S. Government Money Portfolio
Institutional Classes
Premier Portfolios
investment objective is to provide current income consistent
with preservation of capital and liquidity.
Premier Tax-Exempt
Portfolios investment objective is to provide tax-exempt
income consistent with preservation of capital and
liquidity.
Premier U.S. Government
Money Portfolios investment objective is a high level of
current income consistent with the preservation of capital and
the maintenance of liquidity.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Funds:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
There can be no assurance that each Fund will be able to
maintain a stable net asset value of $1.00 per share.
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1
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Premier Portfolio
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1
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Premier Tax-Exempt Portfolio
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3
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Premier U.S. Government Money Portfolio
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4
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6
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Premier Portfolio
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6
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Premier Tax-Exempt Portfolio
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7
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Premier U.S. Government Money Portfolio
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9
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10
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The Adviser(s)
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10
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Adviser Compensation
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10
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10
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Dividends and Distributions
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10
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12
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13
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A-1
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Purchasing Shares
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A-1
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Redeeming Shares
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A-1
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Pricing of Shares
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A-2
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Frequent Purchases and Redemptions of Fund Shares
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A-3
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Exchange Policy
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A-3
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Taxes
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A-3
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Obtaining Additional Information
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Back Cover
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Invesco
Treasurers Series Trust
Investment
Objective(s)
The Funds investment objective is to provide current
income consistent with preservation of capital and liquidity.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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Institutional
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
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Class:
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Institutional
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Management Fees
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0.25
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%
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Distribution and/or Service
(12b-1)
Fees
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None
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Other Expenses
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None
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Total Annual Fund Operating Expenses
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0.25
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Fee Waiver and/or Expense
Reimbursement
1
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0.07
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Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
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0.18
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1
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|
Invesco Advisers, Inc. (Invesco or the Adviser) has
contractually agreed, through at least December 31, 2013,
to waive advisory fees equal to 0.07% of the average daily
net assets of Premier Portfolio. Fee waivers have been restated
to reflect this agreement. Unless the Board of Trustees and
Invesco mutually agree to amend or continue the fee waiver
agreement, it will terminate on December 31, 2013.
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Institutional Class
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$
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18
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$
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73
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$
|
134
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$
|
311
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Principal
Investment Strategies of the Fund
The Fund invests primarily in high-quality U.S.
dollar-denominated short-term debt obligations, including:
(i) securities issued by the U.S. Government or its
agencies; (ii) bankers acceptances, certificates of
deposit, and time deposits from U.S. and foreign banks;
(iii) repurchase agreements; (iv) commercial paper;
(v) municipal securities; and (vi) master notes.
The Fund may engage in repurchase agreement transactions that
are collateralized by cash or government securities. In
addition, it may engage in repurchase agreement transactions
that are collateralized by non government securities such as
equity securities and securities that are rated investment grade
and below investment grade by nationally recognized statistical
rating organizations or unrated securities of comparable quality.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund is a money market fund that seeks to maintain a stable
price of $1.00 per share by using the amortized cost method to
value portfolio securities and rounding the share value to the
nearest cent. The Fund invests in conformity with the Security
and Exchange Commission (SEC) rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
The Fund invests from time to time in U.S. dollar-denominated
foreign securities. The Fund may also invest in securities,
whether or not considered foreign securities, which carry
foreign credit exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Although
the Fund seeks to preserve the value of your investment at $1.00
per share, you may lose money by investing in the Fund. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. Holding cash or cash
equivalents may negatively affect performance.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
Foreign Credit Exposure Risk
.
U.S. dollar-denominated securities carrying foreign credit
exposure may be affected by unfavorable political, economic or
governmental developments that could affect payments of
principal and interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability, changes in economic or taxation policies,
difficulties when enforcing obligations, decreased liquidity,
and increased volatility. Foreign companies may be
1 Invesco
Treasurers Series Trust
subject to less regulation resulting in less publicly available
information about the companies.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries, which may
be affected by the following factors: the supply of short-term
financing, changes in government regulation and interest rates,
and the overall economy.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value. These risks are magnified to the
extent that a repurchase agreement is secured by securities
other than cash or U.S. Government securities.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The Funds past performance (before and
after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
Institutional
Class year-to-date
(ended September 30, 2012): 0.09%
Best Quarter (ended September 30, 2007): 1.33%
Worst Quarter (ended March 31, 2010 and September 30,
2011): 0.01%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
Since
|
|
|
|
|
Year
|
|
Years
|
|
Inception
|
|
|
|
Institutional Class: Inception (2/25/2005)
|
|
|
0.07
|
%
|
|
|
1.74
|
%
|
|
|
2.41
|
%
|
|
|
|
|
|
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
Purchase
and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day
the Fund is open through your financial intermediary, by
telephone at
(800) 659-1005,
or through Liquidity LINK, or if you are investing directly, by
sending your completed account application and purchase amount
to Invesco Investment Services, Inc., P.O. Box 219286, Kansas
City, MO
94121-9286.
The minimum investments for Institutional Class fund accounts
are as follows:
|
|
|
|
|
|
|
|
|
Initial Investments Per Fund Account*
|
|
|
$1 Million
|
|
|
|
|
|
|
Additional Investments Per Fund Account
|
|
|
No minimum
|
|
|
|
|
|
|
|
|
|
*
|
|
An intermediary may aggregate its master accounts and
subaccounts to satisfy the minimum investment requirement.
|
Tax
Information
The Funds distributions generally are taxable to you as
ordinary income, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or individual retirement
account.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
2 Invesco
Treasurers Series Trust
PREMIER
TAX-EXEMPT PORTFOLIO
Investment
Objective(s)
The Funds investment objective is to provide tax-exempt
income consistent with preservation of capital and liquidity.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your
investment)
|
|
Class:
|
|
Institutional
|
|
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
|
|
|
None
|
|
|
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
|
|
Class:
|
|
Institutional
|
|
|
|
Management Fees
|
|
|
0.25
|
%
|
|
|
|
Distribution and/or Service
(12b-1)
Fees
|
|
|
None
|
|
|
|
|
Other Expenses
|
|
|
None
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
0.25
|
|
|
|
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Institutional Class
|
|
$
|
26
|
|
|
$
|
80
|
|
|
$
|
141
|
|
|
$
|
318
|
|
|
|
|
Principal
Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
securities that (1) pay interest that is excluded from
gross income for federal income tax purposes, and (2) do
not produce income that will be considered to be an item of
preference for purposes of the alternative minimum tax.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund invests only in high-quality U.S. dollar-denominated
short-term debt obligations, including: (i) municipal
securities; (ii) tax-exempt commercial paper; and
(iii) cash equivalents. These securities may have credit
and liquidity enhancements provided by banks, insurance
companies or other financial institutions. Municipal securities
include debt obligations of states, territories and possessions
of the United States and the District of Columbia, their
political subdivisions, agencies, instrumentalities, authorities
thereof, and multi-state agencies, issued to obtain funds for
various public purposes. Municipal lease obligations, synthetic
municipal securities and certain types of industrial revenue
bonds are treated as municipal securities.
Other securities held by the fund may be structured with demand
features which have the effect of shortening the securitys
maturity.
The Fund is a money market fund that seeks to maintain a stable
price of $1.00 per share by using the amortized cost method to
value portfolio securities and rounding the share value to the
nearest cent. The Fund invests in conformity with SEC rules and
regulation requirements for money market funds for the quality,
maturity, diversification and liquidity of investments. The Fund
invests only in U.S. dollar-denominated securities maturing
within 397 days of the date of purchase, with certain
exceptions permitted by applicable regulations. The Fund
maintains a dollar-weighted average portfolio maturity of no
more than 60 days, and a dollar-weighted average portfolio
maturity as determined without exceptions regarding certain
interest rate adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
The Fund may invest up to 20% of its total assets in money
market instruments that may be subject to federal taxes,
including Treasury securities, repurchase agreements,
bankers acceptances, commercial paper, U.S.
dollar-denominated foreign securities and master notes.
The Fund may also invest in securities, whether or not
considered foreign securities, which carry foreign credit
exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio structure is driven to some extent by the supply
and availability of municipal obligations. The portfolio
managers manage liquidity, for instance, by trading in daily and
weekly variable-rate demand notes.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Although
the Fund seeks to preserve the value of your investment at $1.00
per share, you may lose money by investing in the Fund. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. Holding cash or cash
equivalents may negatively affect performance.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
Foreign Credit Exposure Risk
.
U.S. dollar-denominated securities carrying foreign credit
exposure may be affected by unfavorable political, economic or
governmental developments that could affect payments of
principal and interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability, changes in economic or taxation policies,
difficulties when enforcing obligations, decreased liquidity,
and increased volatility. Foreign companies may be subject to
less regulation resulting in less publicly available information
about the companies.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries, which may
be affected by the following factors: the
3 Invesco
Treasurers Series Trust
supply of short-term financing, changes in government
regulation and interest rates, and the overall economy.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The Funds past performance (before and
after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
Institutional
Class year-to-date
(ended September 30, 2012): 0.02%
Best Quarter (ended June 30, 2007 and September 30,
2007): 0.89%
Worst Quarter (ended December 31, 2011): 0.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
Since
|
|
|
|
|
Year
|
|
Years
|
|
Inception
|
|
|
|
Institutional Class: Inception (2/25/2005)
|
|
|
0.05
|
%
|
|
|
1.27
|
%
|
|
|
1.71
|
%
|
|
|
|
|
|
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
Purchase
and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day
the Fund is open through your financial intermediary, by
telephone at
(800) 659-1005,
or through Liquidity LINK, or if you are investing directly, by
sending your completed account application and purchase amount
to Invesco Investment Services, Inc., P.O. Box 219286, Kansas
City, MO
94121-9286.
The minimum investments for Institutional Class fund accounts
are as follows:
|
|
|
|
|
|
|
|
|
Initial Investments Per Fund Account*
|
|
|
$1 Million
|
|
|
|
|
|
|
Additional Investments Per Fund Account
|
|
|
No minimum
|
|
|
|
|
|
|
|
|
|
*
|
|
An intermediary may aggregate its master accounts and
subaccounts to satisfy the minimum investment requirement.
|
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
PREMIER
U.S. GOVERNMENT MONEY PORTFOLIO
Investment
Objective(s)
The Funds investment objective is a high level of current
income consistent with the preservation of capital and the
maintenance of liquidity.
4 Invesco
Treasurers Series Trust
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your
investment)
|
|
Class:
|
|
Institutional
|
|
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
|
|
|
None
|
|
|
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
|
|
Class:
|
|
Institutional
|
|
|
|
Management Fees
|
|
|
0.25
|
%
|
|
|
|
Distribution and/or Service
(12b-1)
Fees
|
|
|
None
|
|
|
|
|
Other Expenses
|
|
|
None
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
0.25
|
|
|
|
|
Fee Waiver and/or Expense
Reimbursement
1
|
|
|
0.07
|
|
|
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement
|
|
|
0.18
|
|
|
|
|
|
|
|
1
|
|
Invesco Advisers, Inc. (Invesco or the Adviser) has
contractually agreed, through at least December 31, 2013,
to waive advisory fees equal to 0.07% of the average daily
net assets of Premier U.S. Government Money Portfolio. Fee
waivers have been restated to reflect this agreement. Unless the
Board of Trustees and Invesco mutually agree to amend or
continue the fee waiver agreement, it will terminate on
December 31, 2013.
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Institutional Class
|
|
$
|
18
|
|
|
$
|
73
|
|
|
$
|
134
|
|
|
$
|
311
|
|
|
|
|
Principal
Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
(i) direct obligations of the U.S. Treasury,
(ii) other securities issued or guaranteed as to principal
and interest by the U.S. government or its agencies and
instrumentalities (Agency Securities), and (iii) repurchase
agreements secured by those obligations referenced in
(i) and (ii) above. Agency Securities may be supported
by (i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the agency or
instrumentality; or (iv) the credit of the agency or
instrumentality. At the present time, the fund has no current
intention to invest in securities other than direct obligations
of the U.S. Treasury, Agency Securities, and repurchase
agreements secured by such obligations.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund is a money market fund that seeks to maintain a stable
price of $1.00 per share by using the amortized cost method to
value portfolio securities and rounding the share value to the
nearest cent. The Fund invests in conformity with SEC rules and
regulation requirements for money market funds for the quality,
maturity, diversification and liquidity of investments. The Fund
invests only in U.S. dollar-denominated securities maturing
within 397 days of the date of purchase, with certain
exceptions permitted by applicable regulations. The Fund
maintains a dollar-weighted average portfolio maturity of no
more than 60 days, and a dollar-weighted average portfolio
maturity as determined without exceptions regarding certain
interest rate adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Although
the Fund seeks to preserve the value of your investment at $1.00
per share, you may lose money by investing in the Fund. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. Holding cash or cash
equivalents may negatively affect performance.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
5 Invesco
Treasurers Series Trust
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The Funds past performance (before and
after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
Institutional
Class year-to-date
(ended September 30, 2012): 0.02%
Best Quarter (ended September 30, 2007): 1.29%
Worst Quarter (ended June 30, 2011 through
December 31, 2011): 0.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
Since
|
|
|
|
|
Year
|
|
Years
|
|
Inception
|
|
|
|
Institutional Class: Inception (6/28/2006)
|
|
|
0.02
|
%
|
|
|
1.52
|
%
|
|
|
1.86
|
%
|
|
|
|
|
|
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
Purchase
and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day
the Fund is open through your financial intermediary, by
telephone at
(800) 659-1005,
or through Liquidity LINK, or if you are investing directly, by
sending your completed account application and purchase amount
to Invesco Investment Services, Inc., P.O. Box 219286, Kansas
City, MO
94121-9286.
The minimum investments for Institutional Class fund accounts
are as follows:
|
|
|
|
|
|
|
|
|
Initial Investments Per Fund Account*
|
|
|
$1 Million
|
|
|
|
|
|
|
Additional Investments Per Fund Account
|
|
|
No minimum
|
|
|
|
|
|
|
|
|
|
*
|
|
An intermediary may aggregate its master accounts and
subaccounts to satisfy the minimum investment requirement.
|
Tax
Information
The Funds distributions generally are taxable to you as
ordinary income, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or individual retirement
account.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Premier
Portfolio
Objective(s) and
Strategies
The Funds investment objective is to provide current
income consistent with preservation of capital and liquidity.
The Funds investment objective may be changed by the Board
of Trustees without shareholder approval.
The Fund invests primarily in high-quality U.S.
dollar-denominated short-term debt obligations, including:
(i) securities issued by the U.S. Government or its
agencies; (ii) bankers acceptances, certificates of
deposit, and time deposits from U.S. and foreign banks;
(iii) repurchase agreements; (iv) commercial paper;
(v) municipal securities; and (vi) master notes.
The Fund may engage in repurchase agreement transactions that
are collateralized by cash or government securities. In
addition, it may engage in repurchase agreement transactions
that are collateralized by non government securities such as
equity securities and securities that are rated investment grade
and below investment grade by nationally recognized statistical
rating organizations or unrated securities of comparable quality.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
The Fund invests from time to time in U.S. dollar-denominated
foreign securities. The Fund may also invest in securities,
whether or not considered foreign securities, which carry
foreign credit exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
The Fund may, from time to time, take temporary defensive
positions by holding cash, shortening the Funds
dollar-weighted average maturity or investing in other
securities that are eligible securities for purchase by money
market funds as described in this prospectus and the Funds
Statement of Additional Information (SAI) and that are
consistent with the
6 Invesco
Treasurers Series Trust
Funds principal investment strategies, in anticipation of,
or in response to, adverse market, economic, political or other
conditions. It is possible that such investments could affect
the Funds returns.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
Risks
The principal risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. To the extent the Fund holds
cash or cash equivalents rather than securities in which it
primarily invests or uses to manage risk, the Fund may not
achieve its investment objectives and may underperform.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. An issuers securities may decrease in
value if its financial strength weakens, which may reduce its
credit rating and possibly its ability to meet its contractual
obligations.
Foreign Credit Exposure Risk
. U.S. dollar
denominated securities carrying foreign credit exposure may be
affected by unfavorable political, economic or governmental
developments that could affect payments of principal and
interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability in their home countries, by changes in
economic or taxation policies in those countries, or by the
difficulty in enforcing obligations in those countries. Foreign
companies generally may be subject to less stringent regulations
than U.S. companies, including financial reporting
requirements and auditing and accounting controls. As a result,
there generally is less publicly available information about
foreign companies than about U.S. companies. Trading in
many foreign securities may be less liquid and more volatile
than U.S. securities due to the size of the market or other
factors.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries. Financial
services companies are highly dependent on the supply of
short-term financing. The value of securities of issuers in the
banking and financial services industry can be sensitive to
changes in government regulation and interest rates and to
economic downturns in the United States and abroad.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at approximately the
value the Fund ascribes to it within seven calendar days. A
security may be deemed illiquid due to a lack of trading volume
in the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or price it desires and could lose its entire
investment in such securities. Further, certain restricted
securities require special registration, liabilities and costs,
and could pose valuation difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value. These risks are magnified to the
extent that a repurchase agreement is secured by securities
other than cash or U.S. Government securities.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Premier
Tax-Exempt Portfolio
Objective(s) and
Strategies
The Funds investment objective is to provide tax-exempt
income consistent with preservation of capital and liquidity.
The Funds investment objective may be changed by the Board
of Trustees without shareholder approval.
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
securities that (1) pay interest that is excluded from
gross income for federal income tax
7 Invesco
Treasurers Series Trust
purposes, and (2) do not produce income that will be
considered to be an item of preference for purposes of the
alternative minimum tax.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
The Fund invests only in high-quality U.S. dollar-denominated
short-term debt obligations, including: (i) municipal
securities; (ii) tax-exempt commercial paper; and
(iii) cash equivalents. These securities may have credit
and liquidity enhancements provided by banks, insurance
companies or other financial institutions. Municipal securities
include debt obligations of states, territories and possessions
of the United States and the District of Columbia, their
political subdivisions, agencies, instrumentalities, authorities
thereof, and multi-state agencies, issued to obtain funds for
various public purposes. Municipal lease obligations, synthetic
municipal securities and certain types of industrial revenue
bonds are treated as municipal securities.
Synthetic municipal securities, which include variable rate
instruments that are created when fixed rate bonds are coupled
with a third party demand feature, are treated as municipal
securities. Other securities held by the fund may be structured
with demand features which have the effect of shortening the
securitys maturity.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
The Fund may invest up to 20% of its total assets in money
market instruments that may be subject to federal taxes,
including Treasury securities, repurchase agreements,
bankers acceptances, commercial paper, U.S.
dollar-denominated foreign securities and master notes.
The Fund may also invest in securities, whether or not
considered foreign securities, which carry foreign credit
exposure.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio structure is driven to some extent by the supply
and availability of municipal obligations. The portfolio
managers manage liquidity, for instance, by trading in daily and
weekly variable-rate demand notes.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
The Fund may, from time to time, take temporary defensive
positions by holding cash, shortening the Funds
dollar-weighted average maturity or investing in other
securities that are eligible securities for purchase by money
market funds as described in this prospectus and the Funds
SAI and that are consistent with the Funds principal
investment strategies, in anticipation of, or in response to,
adverse market, economic, political or other conditions. It is
possible that such investments could affect the Funds
returns.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
Risks
The principal risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. To the extent the Fund holds
cash or cash equivalents rather than securities in which it
primarily invests or uses to manage risk, the Fund may not
achieve its investment objectives and may underperform.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. An issuers securities may decrease in
value if its financial strength weakens, which may reduce its
credit rating and possibly its ability to meet its contractual
obligations.
Foreign Credit Exposure Risk
. U.S. dollar
denominated securities carrying foreign credit exposure may be
affected by unfavorable political, economic or governmental
developments that could affect payments of principal and
interest.
Foreign Securities Risk
. The value of the Funds
foreign investments may be adversely affected by political and
social instability in their home countries, by changes in
economic or taxation policies in those countries, or by the
difficulty in enforcing obligations in those countries. Foreign
companies generally may be subject to less stringent regulations
than U.S. companies, including financial reporting
requirements and auditing and accounting controls. As a result,
there generally is less publicly available information about
foreign companies than about U.S. companies. Trading in
many foreign securities may be less liquid and more volatile
than U.S. securities due to the size of the market or other
factors.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries. Financial
services companies are highly dependent on the supply of
short-term financing. The value of securities of issuers in the
banking and financial services industry can be sensitive to
changes in government regulation and interest rates and to
economic downturns in the United States and abroad.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at approximately the
value the Fund ascribes to it within seven calendar days. A
security may be deemed illiquid due to a lack of trading volume
in the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or price it desires and could lose its entire
investment in such securities. Further, certain restricted
securities require special registration, liabilities and costs,
and could pose valuation difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
8 Invesco
Treasurers Series Trust
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Premier
U.S. Government Money Portfolio
Objective(s) and
Strategies
The Funds investment objective is a high level of current
income consistent with the preservation of capital and the
maintenance of liquidity.
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
(i) direct obligations of the U.S. Treasury,
(ii) other securities issued or guaranteed as to principal
and interest by the U.S. government or its agencies and
instrumentalities (Agency Securities), and (iii) repurchase
agreements secured by those obligations referenced in
(i) and (ii) above. Agency Securities may be supported
by (i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the agency or
instrumentality; or (iv) the credit of the agency or
instrumentality. At the present time, the fund has no current
intention to invest in securities other than direct obligations
of the U.S. Treasury, Agency Securities, and repurchase
agreements secured by such obligations.
The Fund will limit investments to those securities that are
First Tier Securities (defined below) at the time of
purchase.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and regulation requirements
for money market funds for the quality, maturity,
diversification and liquidity of investments. The Fund invests
only in U.S. dollar-denominated securities maturing within
397 days of the date of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a
dollar-weighted average portfolio maturity of no more than
60 days, and a dollar-weighted average portfolio maturity
as determined without exceptions regarding certain interest rate
adjustments under
Rule 2a-7
under the Investment Company Act of 1940 of no more than
120 days. Each investment must be determined to present
minimal credit risks by the Funds Adviser pursuant to
guidelines approved by the Funds Board of Trustees, and
must be an Eligible Security as defined under
applicable regulations. First Tier Securities generally
means Eligible Securities rated within the highest short-term
rating category, an unrated security of comparable quality as
determined by the Adviser under the supervision of the Board of
Trustees, U.S. Government Securities as defined by applicable
regulations, and securities issued by other registered money
market funds.
In selecting securities for the Funds portfolio, the
portfolio managers focus on securities that offer safety,
liquidity, and a competitive yield. The Adviser conducts a
credit analysis of each potential issuer prior to the purchase
of its securities.
The portfolio managers normally hold portfolio securities to
maturity, but may sell a security when they deem it advisable,
such as when market or credit factors materially change.
The Fund may, from time to time, take temporary defensive
positions by holding cash, shortening the Funds
dollar-weighted average maturity or investing in other
securities that are eligible securities for purchase by money
market funds as described in this prospectus and the Funds
SAI and that are consistent with the Funds principal
investment strategies, in anticipation of, or in response to,
adverse market, economic, political or other conditions. It is
possible that such investments could affect the Funds
returns.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
Risks
The principal risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. To the extent the Fund holds
cash or cash equivalents rather than securities in which it
primarily invests or uses to manage risk, the Fund may not
achieve its investment objectives and may underperform.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at approximately the
value the Fund ascribes to it within seven calendar days. A
security may be deemed illiquid due to a lack of trading volume
in the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or
9 Invesco
Treasurers Series Trust
price it desires and could lose its entire investment in such
securities. Further, certain restricted securities require
special registration, liabilities and costs, and could pose
valuation difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and interest rate
fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Repurchase Agreement Risk
. If the seller of a repurchase
agreement defaults or otherwise does not fulfill its
obligations, the Fund may incur delays and losses arising from
selling the underlying securities, enforcing its rights, or
declining collateral value.
U.S. Government Obligations Risk
. The Fund may
invest in obligations issued by U.S. Government agencies
and instrumentalities that may receive varying levels of support
from the government, which could affect the Funds ability
to recover should they default.
Portfolio
Holdings
Information concerning the Funds portfolio holdings as
well as their dollar-weighted average portfolio maturity and
dollar-weighted average life to maturity as of the last business
day of the preceding month will be posted on their Web site no
later than five business days after the end of the month and
remain posted on the Web site for six months thereafter.
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available to Qualified Persons at
www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (Invesco or the Adviser) serves as each
Funds investment adviser. The Adviser manages the
investment operations of each Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of each Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
There is no material
litigation affecting the Funds. Detailed information concerning
other pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended August 31, 2012, the Adviser
received compensation of 0.18% of Premier Portfolios
average daily net assets after fee waiver
and/or
expense reimbursement.
During the fiscal year ended August 31, 2012, the Adviser
received compensation of 0.22% of Premier Tax-Exempt
Portfolios average daily net assets after fee waiver
and/or
expense reimbursement.
During the fiscal year ended August 31, 2012, the Adviser
received compensation of 0.11% of Premier U.S. Government
Money Portfolios average daily net assets after fee waiver
and/or
expense reimbursement.
The Adviser is responsible for all of the Funds expenses,
other than (i) interest, taxes and extraordinary items such
as litigation costs; (ii) brokers commissions, issue
and transfer taxes, and other costs chargeable to the Fund in
connection with securities transactions to which the Fund is a
party or in connection with securities owned by the Fund and
(iii) other expenditures which are capitalized in
accordance with generally accepted accounting principles
applicable to investment companies.
The Adviser, Invesco Distributors, or one of their affiliates
may, from time to time, at their expense out of their own
financial resources make cash payments to financial
intermediaries for marketing support
and/or
administrative support. These marketing support payments and
administrative support payments are in addition to the payments
by the Funds described in this prospectus. Because they are not
paid by the Funds, these marketing support payments and
administrative support payments will not change the price paid
by investors for the purchase of the Funds shares or the
amount that a Fund will receive as proceeds from such sales. In
certain cases these cash payments could be significant to the
financial intermediaries. These cash payments may also create an
incentive for a financial intermediary to recommend or sell
shares of the Funds to its customers. Please contact your
financial intermediary for details about any payments they or
their firm may receive in connection with the sale of shares of
the Funds or the provision of services to the Funds. Also,
please see the Funds SAI for more information of these
types of payments.
A discussion regarding the basis for the Board of Trustees
approval of the investment advisory agreement and investment
sub-advisory
agreements of each Fund is available in each Funds most
recent annual report to shareholders for the twelve-month period
ended August 31.
Dividends
and Distributions
Premier Portfolio expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of ordinary income.
Premier Tax-Exempt Portfolio expects, based on its investment
objective and strategies, that its distributions, if any, will
consist primarily of tax-exempt income.
Premier U.S. Government Money Portfolio expects, based on its
investment objective and strategies, that its distributions, if
any, will consist primarily of ordinary income.
Dividends
Premier Portfolio generally declares dividends, if any, daily
and pays them monthly.
Premier Tax-Exempt Portfolio generally declares dividends, if
any, daily and pays them monthly.
Premier U.S. Government Money Portfolio generally declares
dividends, if any, daily and pays them monthly.
Dividends are paid on settled shares of Premier Portfolio and
Premier U.S. Government Money Portfolio as of 5:30 p.m.
Eastern Time. Dividends are paid on settled shares of Premier
Tax-Exempt Portfolio as of 4:30 p.m. Eastern Time. If a
Fund closes early on a business day, the Fund will pay dividends
on settled shares at such earlier closing time. Generally,
shareholders whose purchase orders have been accepted by
10 Invesco
Treasurers Series Trust
Premier Portfolio or Premier U.S. Government Money Portfolio
prior to 5:30 p.m. Eastern Time and by Premier Tax-Exempt
Portfolio prior to 4:30 p.m. Eastern Time, or an earlier
close time on any day that a Fund closes early, and by
shareholders whose redemption proceeds have not been wired to
them on any business day are eligible to receive dividends on
that business day. The dividend declared on any day preceding a
non-business day or days of a Fund will include the income
accrued on such non-business day or days. Dividends and
distributions are reinvested in the form of additional full and
fractional shares at net asset value unless the shareholder has
elected to have such dividends and distributions paid in cash.
See Pricing of Shares-Timing of Orders for a
description of the Funds business days.
Capital Gains
Distributions
Premier Portfolio generally distributes net realized capital
gains (including net short-term capital gains), if any, at least
annually. The Fund does not expect to realize any long-term
capital gains and losses.
Premier Tax-Exempt Portfolio generally distributes net realized
capital gains (including net short-term capital gains), if any,
at least annually. The Fund does not expect to realize any
long-term capital gains and losses.
Premier U.S. Government Money Portfolio generally distributes
net realized capital gains (including net short-term capital
gains), if any, at least annually. The Fund does not expect to
realize any long-term capital gains and losses.
11 Invesco
Treasurers Series Trust
The financial highlights tables are intended to help you
understand each Funds financial performance. Certain
information reflects financial results for a single Fund share.
Only Institutional Classes are offered in this prospectus.
The total returns in the tables represent the rate that an
investor would have earned (or lost) on an investment in each
Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with each Funds financial statements,
is included in each Funds annual report, which is
available upon request.
Institutional
Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
|
|
Ratio of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to average
|
|
to average net
|
|
Ratio of net
|
|
|
Net asset
|
|
|
|
Net gains
|
|
|
|
Dividends
|
|
|
|
|
|
|
|
net assets
|
|
assets without
|
|
investment
|
|
|
value,
|
|
Net
|
|
(losses) on
|
|
Total from
|
|
from net
|
|
Net asset
|
|
|
|
Net assets,
|
|
with fee waivers
|
|
fee waivers
|
|
income
|
|
|
beginning
|
|
investment
|
|
securities
|
|
investment
|
|
investment
|
|
value, end
|
|
Total
|
|
end of period
|
|
and/or
expenses
|
|
and/or
expenses
|
|
to average
|
|
|
of period
|
|
income
|
|
(realized)
|
|
operations
|
|
income
|
|
of period
|
|
return
(a)
|
|
(000s omitted)
|
|
absorbed
|
|
absorbed
|
|
net assets
|
|
|
Premier Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 08/31/12
|
|
$
|
1.00
|
|
|
$
|
0.00
|
(b)
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
1.00
|
|
|
|
0.11
|
%
|
|
$
|
7,665,881
|
|
|
|
0.18
|
%
(c)
|
|
|
0.25
|
%
(c)
|
|
|
0.11
|
%
(c)
|
Year ended 08/31/11
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.08
|
|
|
|
4,829,849
|
|
|
|
0.20
|
|
|
|
0.25
|
|
|
|
0.08
|
|
Year ended 08/31/10
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.10
|
|
|
|
3,844,870
|
|
|
|
0.22
|
|
|
|
0.25
|
|
|
|
0.11
|
|
Year ended 08/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(b)
|
|
|
0.00
|
|
|
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
1.21
|
|
|
|
3,973,928
|
|
|
|
0.21
|
|
|
|
0.28
|
|
|
|
1.11
|
|
Year ended 08/31/08
|
|
|
1.00
|
|
|
|
0.04
|
|
|
|
0.00
|
|
|
|
0.04
|
|
|
|
(0.04
|
)
|
|
|
1.00
|
|
|
|
3.80
|
|
|
|
4,520,142
|
|
|
|
0.17
|
|
|
|
0.25
|
|
|
|
3.62
|
|
|
Premier U.S. Government Money Portfolio
|
Year ended 08/31/12
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.02
|
|
|
|
1,509,474
|
|
|
|
0.11
|
(c)
|
|
|
0.25
|
(c)
|
|
|
0.02
|
(c)
|
Year ended 08/31/11
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.02
|
|
|
|
1,323,445
|
|
|
|
0.16
|
|
|
|
0.25
|
|
|
|
0.02
|
|
Year ended 08/31/10
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.05
|
|
|
|
1,186,446
|
|
|
|
0.21
|
|
|
|
0.25
|
|
|
|
0.05
|
|
Year ended 08/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(b)
|
|
|
0.00
|
|
|
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
0.83
|
|
|
|
1,605,671
|
|
|
|
0.19
|
|
|
|
0.26
|
|
|
|
0.60
|
|
Year ended 08/31/08
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
(0.00
|
)
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
3.29
|
|
|
|
450,419
|
|
|
|
0.17
|
|
|
|
0.25
|
|
|
|
2.60
|
|
|
Premier Tax-Exempt Portfolio
|
Year ended 08/31/12
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.02
|
|
|
|
219,811
|
|
|
|
0.22
|
(c)
|
|
|
0.25
|
(c)
|
|
|
0.02
|
(c)
|
Year ended 08/31/11
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.08
|
|
|
|
329,114
|
|
|
|
0.24
|
|
|
|
0.25
|
|
|
|
0.08
|
|
Year ended 08/31/10
|
|
|
1.00
|
|
|
|
0.00
|
(b)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.15
|
|
|
|
568,666
|
|
|
|
0.25
|
|
|
|
0.25
|
|
|
|
0.15
|
|
Year ended 08/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(b)
|
|
|
0.00
|
|
|
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
1.13
|
|
|
|
347,020
|
|
|
|
0.28
|
|
|
|
0.28
|
|
|
|
1.09
|
|
Year ended 08/31/08
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
0.00
|
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
2.66
|
|
|
|
262,081
|
|
|
|
0.25
|
|
|
|
0.25
|
|
|
|
2.48
|
|
|
|
|
|
(a)
|
|
Includes adjustments in accordance with accounting principles
generally accepted in the United States of America.
|
(b)
|
|
Calculated using average shares outstanding.
|
(c)
|
|
Ratios are based on average daily net assets (000s) of
$6,307,673, $1,591,278 and $291,077 for Premier Portfolio,
Premier U.S. Government Money Portfolio and Premier
Tax-Exempt Portfolio, respectively.
|
12 Invesco
Treasurers Series Trust
Hypothetical
Investment and Expense Information
In connection with the final settlement reached between Invesco
and certain of its affiliates with certain regulators, including
the New York Attorney Generals Office, the SEC and the
Colorado Attorney Generals Office (the settlement) arising
out of certain market timing and unfair pricing allegations made
against Invesco and certain of its affiliates, Invesco and
certain of its affiliates agreed, among other things, to
disclose certain hypothetical information regarding investment
and expense information to Fund shareholders. The chart below is
intended to reflect the annual and cumulative impact of the
Funds expenses, including investment advisory fees and
other Fund costs, on the Funds returns over a
10-year
period. The example reflects the following:
|
|
|
|
n
|
You invest $10,000 in the Fund and hold it for the entire
10-year
period;
|
|
|
|
|
n
|
Your investment has a 5% return before expenses each year; and
|
|
|
|
|
n
|
Premier and Premier U.S. Government Money Portfolios
current annual expense ratio includes any applicable contractual
fee waiver or expense reimbursement for the period committed.
|
There is no assurance that the annual expense ratio will be the
expense ratio for the Funds classes for any of the years
shown. This is only a hypothetical presentation made to
illustrate what expenses and returns would be under the above
scenarios; your actual returns and expenses are likely to differ
(higher or lower) from those shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premier Portfolio INSTITUTIONAL
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.18%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.82%
|
|
|
9
|
.80%
|
|
|
15
|
.01%
|
|
|
20
|
.48%
|
|
|
26
|
.20%
|
|
|
32
|
.19%
|
|
|
38
|
.47%
|
|
|
45
|
.05%
|
|
|
51
|
.94%
|
|
|
59
|
.16%
|
End of Year Balance
|
|
$
|
10,482
|
.00
|
|
$
|
10,979
|
.90
|
|
$
|
11,501
|
.44
|
|
$
|
12,047
|
.76
|
|
$
|
12,620
|
.03
|
|
$
|
13,219
|
.48
|
|
$
|
13,847
|
.40
|
|
$
|
14,505
|
.16
|
|
$
|
15,194
|
.15
|
|
$
|
15,915
|
.87
|
Estimated Annual Expenses
|
|
$
|
18
|
.43
|
|
$
|
26
|
.83
|
|
$
|
28
|
.10
|
|
$
|
29
|
.44
|
|
$
|
30
|
.83
|
|
$
|
32
|
.30
|
|
$
|
33
|
.83
|
|
$
|
35
|
.44
|
|
$
|
37
|
.12
|
|
$
|
38
|
.89
|
|
Premier Tax-Exempt Portfolio INSTITUTIONAL
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.75%
|
|
|
9
|
.73%
|
|
|
14
|
.94%
|
|
|
20
|
.40%
|
|
|
26
|
.12%
|
|
|
32
|
.11%
|
|
|
38
|
.38%
|
|
|
44
|
.95%
|
|
|
51
|
.84%
|
|
|
59
|
.05%
|
End of Year Balance
|
|
$
|
10,475
|
.00
|
|
$
|
10,972
|
.56
|
|
$
|
11,493
|
.76
|
|
$
|
12,039
|
.71
|
|
$
|
12,611
|
.60
|
|
$
|
13,210
|
.65
|
|
$
|
13,838
|
.16
|
|
$
|
14,495
|
.47
|
|
$
|
15,184
|
.00
|
|
$
|
15,905
|
.24
|
Estimated Annual Expenses
|
|
$
|
25
|
.59
|
|
$
|
26
|
.81
|
|
$
|
28
|
.08
|
|
$
|
29
|
.42
|
|
$
|
30
|
.81
|
|
$
|
32
|
.28
|
|
$
|
33
|
.81
|
|
$
|
35
|
.42
|
|
$
|
37
|
.10
|
|
$
|
38
|
.86
|
|
Premier U.S. Government Money Portfolio
INSTITUTIONAL
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.18%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
|
|
0
|
.25%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.82%
|
|
|
9
|
.80%
|
|
|
15
|
.01%
|
|
|
20
|
.48%
|
|
|
26
|
.20%
|
|
|
32
|
.19%
|
|
|
38
|
.47%
|
|
|
45
|
.05%
|
|
|
51
|
.94%
|
|
|
59
|
.16%
|
End of Year Balance
|
|
$
|
10,482
|
.00
|
|
$
|
10,979
|
.90
|
|
$
|
11,501
|
.44
|
|
$
|
12,047
|
.76
|
|
$
|
12,620
|
.03
|
|
$
|
13,219
|
.48
|
|
$
|
13,847
|
.40
|
|
$
|
14,505
|
.16
|
|
$
|
15,194
|
.15
|
|
$
|
15,915
|
.87
|
Estimated Annual Expenses
|
|
$
|
18
|
.43
|
|
$
|
26
|
.83
|
|
$
|
28
|
.10
|
|
$
|
29
|
.44
|
|
$
|
30
|
.83
|
|
$
|
32
|
.30
|
|
$
|
33
|
.83
|
|
$
|
35
|
.44
|
|
$
|
37
|
.12
|
|
$
|
38
|
.89
|
|
|
|
|
|
1 Your actual expenses may be higher or lower than those
shown.
|
|
|
13 Invesco
Treasurers Series Trust
Purchasing
Shares
Minimum
Investments Per Fund Account
The minimum investments for Fund accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
Additional
|
Fund
|
|
Investments*
|
|
Investments
|
|
Premier Portfolio
|
|
$
|
1 million
|
|
|
|
No minimum
|
|
|
Premier Tax-Exempt Portfolio
|
|
|
1 million
|
|
|
|
No minimum
|
|
|
Premier U.S. Government Money Portfolio
|
|
|
1 million
|
|
|
|
No minimum
|
|
|
|
|
|
*
|
|
An intermediary may aggregate its master accounts and
subaccounts to satisfy the minimum investment requirement.
|
How to Purchase
Shares
You may purchase shares using one of the options below or, if
you are investing directly, by sending your completed account
application and purchase amount to the Funds transfer
agent. Unless a Fund closes early on a business day, the
Funds transfer agent will generally accept any purchase
order placed until 5:00 p.m. Eastern Time on a business day
for Premier Portfolio and Premier U.S. Government Money
Portfolio and until 4:00 p.m. Eastern Time on a business
day for Premier Tax-Exempt Portfolio, and may accept a purchase
order placed until 5:30 p.m. Eastern Time on a business day
for Premier Portfolio and Premier U.S. Government Money
Portfolio and until 4:30 p.m. Eastern Time on a business
day for Premier Tax-Exempt Portfolio. If you wish to place an
order between 5:00 p.m. and 5:30 p.m. Eastern Time on
a business day for Premier Portfolio and Premier U.S. Government
Money Portfolio and between 4:00 p.m. and 4:30 p.m.
Eastern Time on a business day for Premier Tax-Exempt Portfolio,
you must place such order by telephone; however, the Funds
transfer agent reserves the right to reject or limit the amount
of orders placed during this time. If a Fund closes early on a
business day, the Funds transfer agent must receive your
purchase order prior to such closing time. Purchase orders will
not be processed unless the account application and purchase
payment are received in good order. In accordance with the USA
PATRIOT Act, if you fail to provide all the required information
requested in the current account application, your purchase
order will not be processed. Additionally, federal law requires
that the Funds verify and record your identifying information.
|
|
|
|
|
Purchase Options
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Intermediary
|
|
Contact your financial intermediary
|
|
Same
|
|
|
The financial intermediary should forward your completed account
application to the Funds transfer agent,
|
|
|
Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO
64121-9286
|
|
|
The financial intermediary should call the Funds transfer
agent at
(800) 659-1005
to receive an account number.
|
|
|
The intermediary should use the following wire instructions:
|
|
|
The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
|
|
|
For Further Credit to Your Account #
|
|
|
If you do not know your account # or settle on behalf of
multiple accounts, please contact the Funds transfer agent
for assistance.
|
By Telephone
|
|
Open your account as described above.
|
|
Call the Funds transfer agent at
(800) 659-1005
and wire payment for your purchase order in accordance with the
wire instructions noted above.
|
By Liquidity
LINK
®
|
|
Open your account as described above.
|
|
Complete an Liquidity
LINK
®
Agreement. Mail the application and agreement to the Funds
transfer agent. Once your request for this option has been
processed, you may place your order via Liquidity LINK.
|
|
Automatic
Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or
reinvested in the same Fund at net asset value. Unless you
specify otherwise, your dividends and distributions will
automatically be reinvested in the same Fund in the form of full
and fractional shares at net asset value.
Redeeming
Shares
Redemption Fees
Your broker or financial intermediary may charge service fees
for handling redemption transactions.
How to Redeem
Shares
|
|
|
Premier Portfolio and Premier U.S. Government Portfolio
|
|
Through a Financial Intermediary
|
|
If placing a redemption request through your financial
intermediary, redemption proceeds will be transmitted
electronically to your pre-authorized bank account. The
Funds transfer agent must receive your financial
intermediarys instructions before 5:30 p.m. Eastern
Time on a business day in order to effect the redemption on that
day. If the financial intermediary wishes to place a redemption
order between 5:00 p.m. Eastern Time and 5:30 p.m.
Eastern Time on a business day it must do so by telephone.
|
By Telephone
|
|
If placing a redemption request by telephone, you or any person
authorized to make account transactions, must call the
Funds transfer agent before 5:30 p.m. Eastern Time on
a business day to effect the redemption transaction on that day.
|
By Liquidity
LINK
®
|
|
If placing a redemption request through Liquidity LINK, the
Funds transfer agent must receive your redemption request
before 5:00 p.m. Eastern Time on a business day to effect
the transaction on that day.
|
|
|
|
|
Premier Tax-Exempt Portfolio
|
|
Through a Financial Intermediary
|
|
If placing a redemption request through your financial
intermediary, redemption proceeds will be transmitted
electronically to your pre-authorized bank account. The
Funds transfer agent must receive your financial
intermediarys instructions before 4:30 p.m. Eastern
Time on a business day in order to effect the redemption on that
day. If the financial intermediary wishes to place a redemption
order between 4:00 p.m. Eastern Time and 4:30 p.m.
Eastern Time on a business day it must do so by telephone.
|
A-1 The
Invesco FundsInstitutional Class
INSTCL12/12
|
|
|
Premier Tax-Exempt Portfolio
|
|
By Telephone
|
|
If placing a redemption request by telephone, you or any person
authorized to make account transactions, must call the
Funds transfer agent before 4:30 p.m. Eastern Time on
a business day to effect the redemption transaction on that day.
|
By Liquidity
LINK
®
|
|
If placing a redemption request through Liquidity LINK, the
Funds transfer agent must receive your redemption request
before 4:00 p.m. Eastern Time on a business day to effect
the transaction on that day.
|
|
Payment of
Redemption Proceeds
All redemption orders are processed at the net asset value next
determined after the Funds transfer agent receives a
redemption order. The Funds transfer agent will normally
wire payment for redemptions received prior to 5:30 p.m.
Eastern Time for Premier Portfolio and Premier U.S. Government
Money Portfolio and prior to 4:30 p.m. Eastern Time for
Premier Tax-Exempt Portfolio on the business day received.
However, depending on such factors as market liquidity and the
size of the redemption, for a redemption request received by the
Funds transfer agent between 5:00 p.m. Eastern Time
and 5:30 p.m. Eastern Time for Premier Portfolio and
Premier U.S. Government Money Portfolio and 4:00 p.m.
Eastern Time and 4:30 p.m. Eastern Time for Premier
Tax-Exempt Portfolio, proceeds may not be wired until the next
business day. If the Funds transfer agent receives a
redemption request on a business day after 5:30 p.m.
Eastern Time for Premier Portfolio and Premier U.S. Government
Money Portfolio and after 4:30 p.m. Eastern Time for
Premier Tax-Exempt Portfolio, the redemption will be effected at
the net asset value of each Fund determined on the next business
day, and the Funds transfer agent will normally wire
redemption proceeds on such next business day.
If a Fund exercises its discretion to close early on a business
day, as described in the Pricing of SharesTiming of
Orders section of this prospectus, the Fund may not
provide same day settlement of redemption orders.
If proceeds are not wired on the business day that the
redemption request is received, shareholders will normally
accrue dividends until the day the proceeds are wired. Dividends
payable up to the date of redemption on redeemed shares will
normally be paid or reinvested on the next dividend payment
date. However, if all of the shares in your account were
redeemed, from an individual account or from an aggregate
account, you may request that the dividends payable up to the
date of redemption accompany the proceeds of the redemption.
Redemptions by
Telephone
If you redeem by telephone, the Funds transfer agent will
transmit the amount of the redemption proceeds electronically to
your pre-authorized bank account. The Funds transfer agent
uses reasonable procedures to confirm that instructions
communicated by telephone are genuine, and the Funds and the
Funds transfer agent are not liable for telephone
instructions that are reasonably believed to be genuine.
Redemptions by
Liquidity LINK
If you redeem via Liquidity LINK, the Funds transfer agent
will transmit your redemption proceeds electronically to your
pre-authorized bank account. The Funds and the Funds
transfer agent are not liable for Liquidity LINK instructions
that are not genuine.
Suspension of
Redemptions
In the event that the Board of Trustees, including a majority of
Trustees who are not interested persons of the Trust as defined
in the 1940 Act, determines that the extent of the deviation
between a Funds amortized cost per share and its current
net asset value per share calculated using available market
quotations (or an appropriate substitute that reflects current
market conditions) may result in material dilution or other
unfair results to the Funds investors or existing
shareholders, and irrevocably has approved the liquidation of
the Fund, the Board of Trustees has the authority to suspend
redemptions of the Fund shares.
Redemptions by
the Funds
If a Fund determines that you have not provided a correct Social
Security or other tax identification number on your account
application, or the Fund is not able to verify your identity as
required by law, the Fund may, at its discretion, redeem the
account and distribute the proceeds to you.
Rights Reserved
by the Funds
Each Fund and its agent reserve the right at any time to:
|
|
n
|
reject or cancel all or any part of any purchase order;
|
|
|
n
|
modify any terms or conditions related to the purchase or
redemption of shares of any Fund; or
|
|
|
n
|
suspend, change or withdraw all or any part of the offering made
by this prospectus.
|
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The net asset value determination on a
business day for each of Premier Portfolio and Premier U.S.
Government Money Portfolio will generally occur at
5:30 p.m. Eastern Time. The net asset value determination
on a business day for Premier Tax-Exempt Portfolio will
generally occur at 4:30 p.m. Eastern Time.
If a Fund closes early on a business day, as described below
under Pricing of SharesTiming of Orders, the
Fund will calculate its net asset value as of the time of such
closing.
Each Fund values portfolio securities on the basis of amortized
cost, which approximates market value. This method of valuation
is designed to enable a Fund to price its shares at $1.00 per
share. The Funds cannot guarantee their net asset value will
always remain at $1.00 per share.
Timing of
Orders
Each Fund opens for business at 8:30 a.m. Eastern
Time. Each Fund prices purchase and redemption orders on each
business day at the net asset value calculated after the
Funds transfer agent receives an order in good form.
A business day is any day that (1) both the Federal Reserve
Bank of New York and the Funds custodian are open for
business and (2) the primary trading markets for the
Funds portfolio instruments are open and the Funds
management believes there is an adequate market to meet purchase
and redemption requests. Each Fund is authorized not to open for
trading on a day that is otherwise a business day if the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading; any such day will not be considered a business day.
Each Fund also may close early on a business day if the SIFMA
recommends that government securities dealers close early.
If the financial intermediary through which you place purchase
and redemption orders, in turn, places its orders to the
Funds transfer agent through the NSCC, the Funds
transfer agent may not receive those orders until the next
business day after the order has been entered into the NSCC.
Each Fund may postpone the right of redemption under unusual
circumstances, as allowed by the SEC, such as when the New York
Stock Exchange restricts or suspends trading.
Thirty-minutes prior to the Funds net asset value
determination, a Fund may, in its discretion, limit or refuse to
accept purchase orders and may not provide
same-day
payment of redemption proceeds.
A-2 The
Invesco FundsInstitutional Class
Frequent
Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and
procedures that would limit frequent purchases and redemptions
of the Funds shares. The Board does not believe that it is
appropriate to adopt any such policies and procedures for the
following reasons:
|
|
n
|
Each Fund is offered to investors as a cash management vehicle.
Investors must perceive an investment in such Fund as an
alternative to cash, and must be able to purchase and redeem
shares regularly and frequently.
|
|
|
n
|
One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of a Fund will be detrimental to the
continuing operations of the Fund.
|
|
|
n
|
Each Funds portfolio securities are valued on the basis of
amortized cost, and the Fund seeks to maintain a constant net
asset value. As a result, there are no price arbitrage
opportunities.
|
|
|
n
|
Because each Fund seeks to maintain a constant net asset value,
investors expect to receive upon redemption the amount they
originally invested in the Fund. Imposition of redemption fees
would run contrary to investor expectations.
|
The Board considered the risks of not having a specific policy
that limits frequent purchases and redemptions, and it
determined that those risks are minimal, especially in light of
the reasons for not having such a policy as described above.
Nonetheless, to the extent that each Fund must maintain
additional cash
and/or
securities with shorter-term durations than may otherwise be
required, the Funds yield could be negatively impacted.
Moreover, excessive trading activity in the Funds shares
may cause the Fund to incur increased brokerage and
administrative costs.
Each Fund and its agent reserve the right at any time to reject
or cancel any part of any purchase order. This could occur if
each Fund determines that such purchase may disrupt the
Funds operation or performance.
Exchange
Policy
You may only exchange Institutional Class shares of Premier
Portfolio, Premier Tax-Exempt Portfolio or Premier U.S.
Government Money Portfolio for shares of Invescos
institutional money market funds, but may not exchange
Institutional Class shares of such Funds for retail shares of
other Invesco Funds.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
|
|
n
|
A Fund earns income generally in the form of interest on its
investments. This income, less expenses incurred in the
operation of a Fund, constitutes the Funds net investment
income from which dividends may be paid to you. If you are a
taxable investor, distributions of net investment income
generally are taxable to you as ordinary income.
|
|
|
n
|
Distributions of net short-term capital gains are taxable to you
as ordinary income. Because a Fund is a money market fund, it
does not anticipate realizing any long-term capital gains.
|
|
|
n
|
None of the dividends paid by a Fund will qualify as qualified
dividend income subject to reduced rates of taxation in the case
of non-corporate shareholders. These reduced rates for qualified
dividends will no longer apply to dividends paid by a Fund after
December 31, 2012, unless this provision is extended,
possibly retroactively to January 1, 2013, or made
permanent.
|
|
|
n
|
Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
|
|
|
n
|
Any capital gains realized from redemptions of Fund shares will
be subject to federal income tax. For tax purposes, an exchange
of your shares for shares of another Fund is the same as a sale.
An exchange occurs when the purchase of shares of a Fund is made
using the proceeds from a redemption of shares of another Fund
and is effectuated on the same day as the redemption. Because a
Fund expects to maintain a stable net asset value of $1.00 per
share, investors should not have any gain or loss on sale or
exchange of Fund shares.
|
|
|
n
|
By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the Internal Revenue Services
instructs it to do so. When withholding is required, the amount
will be 28% of any distributions or proceeds paid (for
distributions and proceeds paid on or after January 1,
2013, the rate is scheduled to rise to 31% unless the 28% rate
is extended, possibly retroactively to January 1, 2013, or
made permanent).
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n
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You will not be required to include the portion of dividends
paid by a Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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n
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For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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n
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Fund distributions generally are subject to state and local
income taxes.
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n
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Foreign investors should be aware that U.S. withholding, special
certification requirements to avoid U.S. backup withholding and
claim any treaty benefits and estate taxes may apply to an
investment in a Fund.
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n
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The Foreign Account Tax Compliance Act (FATCA) requires the
reporting to the Internal Revenue Service of certain direct and
indirect ownership of foreign financial accounts by U.S.
persons. Failure to provide this required information can result
in a generally nonrefundable 30% tax on: (a) income
dividends paid by the Fund after December 31, 2013 and
(b) certain capital gain distributions (including proceeds
arising from the sale Fund shares) paid by the Fund after
December 31, 2016 to certain foreign financial
institutions and non-financial foreign
entities.
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The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Premier
Tax-Exempt Portfolio
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n
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You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest
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A-3 The
Invesco FundsInstitutional Class
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dividends will be determined annually. This percentage may
differ from the actual percentage of exempt interest received by
the Fund for the particular days in which you hold shares.
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n
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A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
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n
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Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
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n
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A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
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n
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A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
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n
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Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
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n
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Net investment income for purposes of the Medicare tax described
above does not include exempt-interest dividends.
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This discussion of Taxes is for general information
only and not tax advice. All investors should consult their own
tax advisers as to the federal, state, local and foreign tax
provisions applicable to them.
A-4 The
Invesco FundsInstitutional Class
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about each Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and semi-annual reports to shareholders
contain additional information about each Funds
investments. Each Funds annual report also discusses the
market conditions and investment strategies that significantly
affected each Funds performance during its last fiscal
year. Each Fund also files its complete schedule of portfolio
holdings with the SEC for the 1st and 3rd quarters of each
fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or semi-annual reports or
Form N-Q,
please contact us.
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By Mail:
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Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
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By Telephone:
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(800) 659-1005
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On the Internet:
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You can send us a request by e-mail or download prospectuses,
SAIs, annual or semi-annual reports via our Web site:
www.invesco.com/us
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You can also review and obtain copies of each Funds SAI,
annual or semi-annual reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at
1-202-551-8090
for information about the Public Reference Room.
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Premier Portfolio
Premier Tax-Exempt Portfolio and
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Premier U.S. Government Money Portfolio
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SEC 1940 Act file
number: 811-05460
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invesco.com/us
CM-I-TST-PRO-2
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Statement of Additional Information
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December 21, 2012
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AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
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This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund,
collectively the Funds) of AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (the
Trust). Each Fund offers separate classes of shares as follows:
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FUND
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Class:
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Investor
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Institutional
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Premier Portfolio
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IMRXX
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N/A
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Premier Tax-Exempt Portfolio
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ITTXX
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N/A
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Premier U.S. Government Money Portfolio
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FUGXX
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N/A
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Statement of Additional Information
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December 21, 2012
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AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
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This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for
the Funds listed below. Portions of each Funds financial statements are incorporated into
this SAI by reference to such Funds most recent Annual Report to shareholders. You may
obtain, without charge, a copy of any Prospectus and/or Annual Report for any Fund listed
below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
or by calling (800) 959-4246
or on the Internet: www.invesco.com/us
This SAI, dated December 21, 2012, relates to the Investor Class shares (collectively, the
Retail Class) and Institutional Class, as applicable, of the following Prospectuses:
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Fund
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Retail Class
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Institutional Class
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Premier Portfolio
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December 21, 2012
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December 21, 2012
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Premier Tax-Exempt Portfolio
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December 21, 2012
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December 21, 2012
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Premier U.S. Government Money Portfolio
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December 21, 2012
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December 21, 2012
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STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
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Page
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GENERAL INFORMATION ABOUT THE TRUST
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3
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Fund History
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3
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Shares of Beneficial Interest
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3
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DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
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4
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Classification
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4
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Investment Strategies and Risks
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4
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Rule 2a-7 Requirements
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5
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Foreign Investments
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6
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Debt Investments
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7
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Other Investments
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10
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Investment Techniques
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11
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Policies and Procedures for Disclosure of Fund Holdings
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17
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MANAGEMENT OF THE TRUST
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20
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Board of Trustees
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20
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Interested Persons
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20
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Management Information
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25
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Trustee Ownership of Fund Shares
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29
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Retirement Plan For Trustees
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29
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Purchase of Class A Shares of the Funds at Net Asset Value
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31
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Proxy Voting Policies
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31
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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31
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INVESTMENT ADVISORY AND OTHER SERVICES
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32
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Investment Adviser
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32
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Investment Sub-Advisers
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33
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Securities Lending Arrangements
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33
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Marketing Support and Administrative Support Payments
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34
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Service Agreements
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34
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BROKERAGE ALLOCATION AND OTHER PRACTICES
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35
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Brokerage Transactions
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35
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Commissions
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36
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Broker Selection
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36
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Directed Brokerage (Research Services)
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39
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Affiliated Transactions
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39
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Regular Brokers
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39
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Allocation of Portfolio Transactions
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39
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PURCHASE, REDEMPTION AND PRICING OF SHARES
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39
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i
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DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
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39
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Dividends and Distributions
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39
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Tax Matters
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40
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DISTRIBUTION OF SECURITIES
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52
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Distributor
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52
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FINANCIAL STATEMENTS
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53
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PENDING LITIGATION
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53
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APPENDICES:
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RATINGS OF DEBT SECURITIES
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A-1
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PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN
ONGOING BASIS
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B-1
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TRUSTEES AND OFFICERS
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C-1
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TRUSTEE COMPENSATION TABLE
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D-1
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PROXY POLICIES AND PROCEDURES
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E-1
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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F-1
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MANAGEMENT FEES
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G-1
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ADMINISTRATIVE SERVICES FEES
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H-1
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PURCHASE OF SECURITIES OF REGULAR BROKERS OR DEALERS
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I-1
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PURCHASE, REDEMPTION AND PRICING OF SHARES
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J-1
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ii
GENERAL INFORMATION ABOUT THE TRUST
Fund History
AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (the Trust) is a Delaware
statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as
an open-end series management investment company. The Trust was originally organized as a
Massachusetts business trust on January 27, 1988. Under the Trusts Agreement and Declaration of
Trust, as amended, (the Trust Agreement), the Board of Trustees of the Trust (the Board) is
authorized to create new series of shares without the necessity of a vote of shareholders of the
Trust.
Shares of Beneficial Interest
Shares of beneficial interest of the Trust are redeemable at their net asset value at the
option of the shareholder or at the option of the Trust in certain circumstances, subject in
certain circumstances to a contingent deferred sales charge.
The Trust allocates moneys and other property it receives from the issue or sale of shares of
each of its series of shares, and all income, earnings and profits from such issuance and sales,
subject only to the rights of creditors, to the appropriate Fund. These assets constitute the
underlying assets of each Fund, are segregated on the Trusts books of account, and are charged
with the expenses of such Fund and its respective classes. The Trust allocates any general
expenses of the Trust not readily identifiable as belonging to a particular Fund subject to
oversight by the Board, primarily on the basis of relative net assets, or other relevant factors.
Each share of each Fund represents an equal proportionate interest in that Fund with each
other share and is entitled to such dividends and distributions out of the income belonging to such
Fund as are declared by the Board.
Each class of shares represents an interest in the same portfolio of investments. Differing
sales charges and expenses will result in differing net asset values and dividends and
distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share
pro rata in the net assets belonging to the applicable Fund allocable to such class available for
distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of
shareholders of a Fund or class will be held from time to time to consider matters requiring a vote
of such shareholders in accordance with the requirements of the 1940 Act, state law or the
provisions of the Trust Agreement. It is not expected that shareholder meetings will be held
annually.
Each share of a Fund generally has the same voting, dividend, liquidation and other rights;
however, each class of shares of a Fund is subject to different sales loads, conversion features,
exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on
matters relating to that classs distribution plan.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per
share (with proportionate voting for fractional shares), irrespective of the relative net asset
value of the shares of the Fund. However, on matters affecting an individual Fund or class of
shares, a separate vote of shareholders of the Fund or class is required. Shareholders of the Fund
or class are not entitled to vote on any matter which does not affect that Fund or class but that
requires a separate vote of another Fund or class. An example of a matter that would be voted on
separately by shareholders of each Fund is the approval of the advisory agreement with Invesco
Advisers, Inc. (the Adviser or Invesco). When issued, shares of each Fund are fully paid and
non-assessable, have no preemptive or subscription rights, and are freely transferable. Other than
the automatic conversion of Class B shares to Class A shares, there are no conversion rights.
Shares do not have cumulative voting rights, which means that when shareholders elect trustees,
holders of more than 50% of the shares voting for the election of trustees can elect all of the
trustees of the Trust, and the holders of fewer than 50% of the shares voting for the election of
trustees will not be able to elect any trustees.
3
Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same
limitation of personal liability extended to shareholders of private for-profit corporations
organized under Delaware law. There is a remote possibility, however, that shareholders could,
under certain circumstances, be held liable for the obligations of the Trust to the extent the
courts of another state, which does not recognize such limited liability, were to apply the laws of
such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the Trust or the trustees
to all parties. The Trust Agreement provides for indemnification out of the property of the Fund
for all losses and expenses of any shareholder of such Fund held liable on account of being or
having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to
shareholder liability is limited to circumstances in which the Fund is unable to meet its
obligations and the complaining party is not held to be bound by the disclaimer.
The trustees and officers of the Trust will not be liable for any act, omission or obligation
of the Trust or any trustee or officer; however, a trustee or officer is not protected against any
liability to the Trust or to the shareholders to which a trustee or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office with the Trust (Disabling Conduct). The
Trusts Bylaws generally provide for indemnification by the Trust of the trustees, officers and
employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct.
Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in
the right of the Trust. The Trust Agreement also authorizes the purchase of liability insurance on
behalf of trustees and officers. The Trusts Bylaws provide for the advancement of payments of
expenses to current and former trustees, officers and employees or agents of the Trust, or anyone
serving at their request, in connection with the preparation and presentation of a defense to any
claim, action, suit or proceeding, for which such person would be entitled to indemnification;
provided that any advancement of expenses would be reimbursed unless it is ultimately determined
that such person is entitled to indemnification for such expenses.
Share Certificates
.
Shareholders of the Funds do not have the right to demand or require the
Trust to issue share certificates and share certificates are not issued.
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
Classification
The Trust is an open-end management investment company. Each of the Funds is diversified
for purposes of the 1940 Act and managed in accordance with Rule 2a-7 under the 1940 Act.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and
investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing
the Funds as well as the risks associated with those types of securities and investment techniques.
The descriptions of the types of securities and investment techniques below supplement the
discussion of principal investment strategies and risks contained in the Funds Prospectus. If a
particular type of security or investment technique is not discussed in the Funds Prospectus it is
not a principal investment strategy of that Fund.
Unless otherwise indicated, a Fund may invest in all of the following types of investments.
The Funds may not invest in all of the security-types or use all of the techniques described below
at any one time. Moreover, Invesco and/or the Sub-Advisers may invest in types of securities and
may use investment techniques in managing the Funds, not specifically mentioned below. Any
investment shall be subject to limitations imposed by a Funds investment objective, policies and
restrictions described in the Funds Prospectus and/or this SAI, as well as the federal securities
laws.
Generally, Premier Tax-Exempt Portfolio will invest only in tax-free securities. Premier
Tax-Exempt Portfolio may, however, invest in taxable short-term investments (Taxable Investments)
consisting of obligations of the U.S. Government, its agencies or instrumentalities, banks and
4
corporations, short-term fixed income securities; commercial paper rated within the highest rating
category by a recognized rating agency; and certificates of deposit of domestic banks. The Fund
may invest in Taxable Investments, for example, due to market conditions or pending the investment
of proceeds from the sale of its shares or proceeds from the sale of portfolio securities or in
anticipation of redemptions. Although interest earned from Taxable Investments will be taxable to
shareholders as ordinary income, the Fund generally intends to minimize taxable income through
investments, when possible, in short-term tax-exempt securities, which may include shares of other
investment companies whose dividends are tax-exempt. See also Dividends, Distributions and Tax
Matters.
The Funds investment objectives, policies, strategies and practices described below are
non-fundamental unless otherwise indicated.
Rule 2a-7 Requirements
As permitted by Rule 2a-7 under the 1940 Act, each Fund seeks to maintain a stable price of
$1.00 per share by using the amortized cost method to value portfolio securities and rounding the
share value to the nearest cent. Rule 2a-7 imposes requirements as to the diversification and
liquidity of each Fund, quality of portfolio securities and maturity of the Fund and of individual
securities.
Diversification.
In summary, Rule 2a-7 requires that a Fund may not invest in the securities
of any issuer if, as a result, more than 5% of the Funds total assets would be invested in that
issuer; provided that, each Fund may invest up to 25% of its total assets in the First Tier
Securities of a single issuer for up to three business days after acquisition. Certain securities
are not subject to this diversification requirement. These include: a security subject to a
guarantee from a non-controlled person (as defined in Rule 2a-7) of the issuer of the security;
U.S. Government securities; certain repurchase agreements; and shares of certain money market
funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or
demand feature. (A demand feature is, in summary, a right to sell a security at a price equal to
its approximate amortized cost plus accrued interest).
For purposes of these diversification requirements with respect to issuers of Municipal
Securities (defined under the caption Municipal Securities), each state (including the District of
Columbia and Puerto Rico), territory and possession of the United States, each political
subdivision, agency, instrumentality, and authority thereof, and each multi-state agency of which a
state is a member is a separate issuer. When the assets and revenues of an agency, authority,
instrumentality, or other political subdivision are separate from the government creating the
subdivision and the security is backed only by assets and revenues of the subdivision, such
subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial
development bond or private activity bond, if such bond is backed only by the assets and revenues
of the non-governmental user, then such non-governmental user would be deemed to be the sole
issuer.
In summary, a First Tier Security is rated (or issued by an issuer that is rated) in the
highest short-term rating category by the Requisite NRSROs, or, if unrated, is determined by the
Fund investment adviser (subject to oversight and pursuant to guidelines established by the Board)
to be of comparable quality to such a rated security. Securities issued by a registered investment
company that is a money market fund and U.S. Government securities are also considered to be First
Tier Securities. The term Requisite NRSRO means (a) any two nationally recognized statistical
rating organizations (NRSROs) (designated by the Board, if any) that have issued a rating with
respect to a security or class of debt obligations of an issuer, or (b) if only one (designated, if
any) NRSRO has issued a rating with respect to such security or issuer at the time a Portfolio
acquires the security, that NRSRO.
Quality.
The Funds may invest only in U.S. dollar denominated securities that the Portfolios
investment adviser (subject to oversight and pursuant to guidelines established by the Board)
determines present minimal credit risk and that are Eligible Securities as defined in Rule 2a-7.
Rule 2a-7 defines an Eligible Security, in summary, as a security with a remaining maturity of 397
calendar days or less that has been rated (or whose issuer has been rated) by the Requisite NRSROs
in one of the two highest short-term rating categories. Eligible Securities may also include
unrated securities determined by the Funds investment adviser (subject to oversight and pursuant
to guidelines established by the Board) to be of comparable quality to such rated securities. The
eligibility of a security with a guarantee may be determined based on whether the guarantee is an
Eligible Security.
5
The Funds will limit investments to those which are First Tier Securities at the time of
acquisition.
Liquidity.
Under the Rule 2a-7, a Fund must hold securities that are sufficiently liquid to
meet reasonably foreseeable shareholder redemptions in light of the Funds obligations under
section 22(e) of the 1940 Act (which forbids the suspension of the right of redemption, or
postponement of the date of payment or satisfaction upon redemption for more than seven days after
the tender of such security for redemption, subject to specified exemptions) and any commitments
the Fund has made to shareholders. In addition, a Fund may not acquire an illiquid security if,
immediately after the acquisition, the Fund would have invested more than 5% of its total assets in
illiquid securities. A Fund, other than the Premier Tax-Exempt Portfolio, may not acquire any
security other than a Daily Liquid Asset (cash, U.S. Government securities and other securities
that will mature or are subject to a demand feature that is exercisable and payable within one
business day) if, immediately after the acquisition the Fund would have invested less than 10% of
its total assets in Daily Liquid Assets. The Fund may not acquire any security other than a Weekly
Liquid Asset (cash, direct obligations of the U.S. Government, Government securities issued by a
person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant
to authority granted by the Congress, that are issued at a discount to the principal amount to be
repaid at maturity and have a remaining maturity of 60 days or less and securities that will mature
or are subject to a demand feature that is exercisable and payable within 5 business days) if,
immediately after the acquisition, the Fund would have invested less than 30% of its total assets
in Weekly Liquid Assets.
Maturity.
Under Rule 2a-7, each Fund invests only in U.S. dollar-denominated securities
maturing within397 days of the date of purchase, with certain exceptions permitted by applicable
regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60
days and a dollar-weighted average portfolio maturity as determined without exceptions regarding
certain interest rate adjustments under Rule 2a-7 of no more than 120 days. The maturity of a
security is determined in compliance with Rule 2a-7, which for purposes of the dollar weighted
average portfolio maturity permits, among other things, certain securities bearing adjustable
interest rates to be deemed to have a maturity shorter than their stated maturity.
Foreign Investments
Foreign Government Obligations.
Generally only Premier Portfolio and Premier Tax-Exempt
Portfolio may invest in debt securities of foreign governments. Debt securities issued by foreign
governments are often, but not always, supported by the full faith and credit of the foreign
governments, or their subdivisions, agencies or instrumentalities, that issue them. These
securities involve the risks discussed below under Foreign Debt Securities. Additionally, the
issuer of the debt or the governmental authorities that control repayment of the debt may be
unwilling or unable to pay interest or repay principal when due. Political or economic changes or
the balance of trade may affect a countrys willingness or ability to service its debt obligations.
Periods of economic uncertainty may result in the volatility of market prices of sovereign debt
obligations, especially debt obligations issued by the governments of developing countries.
Foreign government obligations of developing countries, and some structures of emerging market debt
securities are sometimes referred to as Brady Bonds. The failure of a sovereign debtor to
implement economic reforms, achieve specified levels of economic performance, or repay principal or
interest when due may result in the cancellation of third party commitments to lend funds to the
sovereign debtor, which may impair the debtors ability or willingness to service its debts.
Foreign Debt Securities
. Generally only Premier Portfolio and Premier Tax-Exempt Portfolio
may invest in foreign debt securities. Foreign debt securities are debt securities that are issued
and/or settled outside the United States and may be backed by foreign guarantees. A Fund will
limit its investments in foreign debt securities to debt obligations denominated in U.S. dollars.
Debt securities issued by a corporation or other issuer domiciled outside the United States that
are dollar denominated and traded in the United States are not considered foreign securities.
Although denominated in U.S. dollars, Foreign Debt Securities may entail some or all of the risks
set forth below.
6
Political and Economic Risk.
The economies of many of the countries in which the Funds may
invest may not be as developed as the United States economy and may be subject to significantly
different forces. Political or social instability and development, expropriation or confiscatory
taxation, and limitations on the removal of funds or other assets could also adversely affect the
value of the Funds investments.
Regulatory Risk.
Foreign companies may not be registered with the Securities and Exchange
Commission (SEC) and are generally not subject to the regulatory controls and disclosure
requirements imposed on United States issuers. Foreign companies may not be subject to uniform
accounting, auditing and financial reporting standards, corporate governance practices and
requirements comparable to those applicable to domestic companies. As a result, there is generally
less publicly available information about foreign securities than is available about domestic
securities. Income from foreign securities owned by the Funds may be reduced by a withholding tax
at the source, which tax would reduce dividend income payable to the Funds shareholders.
Market Risk.
The securities markets in many of the countries in which the Funds invest will
have substantially less trading volume than the major United States markets. As a result, the
securities of some foreign companies may be less liquid and experience more price volatility than
comparable domestic securities. Increased custodian costs as well as administrative costs (such as
the need to use foreign custodians) may be associated with the maintenance of assets in foreign
jurisdictions. There is generally less government regulation and supervision of foreign stock
exchanges, brokers and issuers which may make it difficult to enforce contractual obligations.
Debt Investments
U.S. Government Obligations.
Each Fund may invest in U.S. Government obligations, which
include obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, as well as
stripped or zero coupon U.S. Treasury obligations.
U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S.
Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (iii)
supported by the discretionary authority of the U.S. Government to purchase the agencys
obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that
the U.S. Government may choose not to provide financial support to U.S. Government-sponsored
agencies or instrumentalities if it is not legally obligated to do so. In that case, if the issuer
were to default, a Fund holding securities of such issuer might not be able to recover its
investment from the U.S. Government. For example, while the U.S. Government has recently provided
financial support to Federal National Mortgage Association (Fannie Mae) and Federal Home Loan
Mortgage Corporation (Freddie Mac), no assurance can be given that the U.S. Government will always
do so, since the U.S. Government is not so obligated by law. There also is no guarantee that the
government would support Federal Home Loan Banks. Accordingly, securities of Fannie Mae, Freddie
Mac and Federal Home Loan Banks, and other agencies, may involve a risk of non-payment of principal
and interest. Any downgrade of the credit rating of the securities issued by the U.S. government
may result in a downgrade of securities issued by its agencies or instrumentalities, including
government-sponsored entities.
Temporary Investments
. Each Fund may experience situations where it is unable to invest money
that it has received overnight such as when it receives cash inflows after the overnight repurchase
markets have closed. The Funds are permitted to leave balances in their accounts with the Bank of
New York Mellon (BNY Mellon), the custodian bank. To compensate the Funds for such activity, the
Fund may receive compensation from BNY Mellon at an agreed upon rate.
Asset-Backed Securities.
Generally only Premier Portfolio and Premier Tax-Exempt Portfolio
may invest in asset-back securities. Asset-backed securities are interests in pooled mortgages,
loans, receivables, or other assets. Payments of interest and repayment of principal may be
largely dependent upon the cash flows generated by the assets backing the securities and, in
certain cases, supported by letters of credit, surety bonds, or other credit enhancements.
Asset-backed security values may also be affected by other factors including changes in interest
rates, the availability of information concerning the pool and its structure, the creditworthiness
of the servicing agent for the pool, the originator of the loans or receivables, or the entities
providing the credit enhancement.
7
Bank Instruments.
Generally only Premier Portfolio and Premier Tax-Exempt Portfolio may
invest in bank instruments and invest in certificates of deposit (Eurodollar CDs) and time
deposits (Eurodollar time deposits) of foreign branches of domestic banks. Bank instruments are
unsecured interest bearing bank deposits. Bank instruments include, but are not limited to,
certificates of deposits, time deposits, and bankers acceptances from U.S. or foreign banks as
well as Eurodollar CDs and Eurodollar time deposits of foreign branches of domestic banks. Some
certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued
by banks and savings and loan institutions in exchange for the deposit of funds, and can typically
be traded in the secondary market prior to maturity. Other certificates of deposit, like time
deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which
earn a specified rate of interest over a definite period of time; however, it cannot be traded in
the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and
accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks
that are described for Foreign Debt Securities.
Synthetic Municipal Instruments.
Generally only Premier Portfolio and Premier Tax-Exempt
Portfolio may invest in synthetic municipal instruments, the value of and return on which are
derived from underlying securities. The types of synthetic municipal instruments in which the Fund
may invest include tender option bonds and variable rate trust certificates. Both types of
instruments involve the deposit into a trust or custodial account of one or more long-term
tax-exempt bonds or notes (Underlying Bonds), and the sale of certificates evidencing interests in
the trust or custodial account to investors such as the Fund. The trustee or custodian receives
the long-term fixed rate interest payments on the Underlying Bonds, and pays certificate holders
short-term floating or variable interest rates which are reset periodically. A tender option
bond provides a certificate holder with the conditional right to sell its certificate to the
sponsor or some designated third party at specified intervals and receive the par value of the
certificate plus accrued interest (a demand feature). A variable rate trust certificate
evidences an interest in a trust entitling the certificate holder to receive variable rate interest
based on prevailing short-term interest rates and also typically provides the certificate holder
with the conditional demand feature (the right to tender its certificate at par value plus accrued
interest under certain conditions).
Typically, a certificate holder cannot exercise the demand feature until the occurrence of
certain conditions, such as where the issuer of the Underlying Bond defaults on interest payments.
Moreover, because synthetic municipal instruments involve a trust or custodial account and a third
party conditional demand feature, they involve complexities and potential risks that may not be
present where a municipal security is owned directly.
The tax-exempt character of the interest paid to certificate holders is based on the
assumption that the holders have an ownership interest in the Underlying Bonds; however, the IRS
has not issued a ruling addressing this issue. In the event the IRS issues an adverse ruling or
successfully litigates this issue, it is possible that the interest paid to the Fund on certain
synthetic municipal instruments would be deemed to be taxable. The Fund relies on opinions of
special tax counsel on this ownership question and opinions of bond counsel regarding the
tax-exempt character of interest paid on the Underlying Bonds.
Municipal Securities.
Generally, Premier Portfolio and Premier Tax-Exempt Portfolio may
invest in Municipal Securities. Municipal Securities include debt obligations of states,
territories or possessions of the United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, schools, streets and water and sewer works.
Other public purposes for which Municipal Securities may be issued include the refunding of
outstanding obligations, obtaining funds for general operating expenses and lending such funds to
other public institutions and facilities.
The principal and interest payments for industrial development bonds or pollution control
bonds are often the sole responsibility of the industrial user and therefore may not be backed by
the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from
federal income tax, although current federal tax laws place substantial limitations on the purposes
and size of such issues. Such obligations are considered to be Municipal Securities provided that
the interest paid
8
thereon, in the opinion of bond counsel, qualifies as exempt from federal income
tax. However, interest on Municipal Securities may give rise to a federal alternative minimum tax
(AMT) liability and may have other collateral federal income tax consequences. There is a risk that
some or all of the interest received by the Fund from tax-exempt Municipal Securities might become
taxable as a result of tax law changes or determinations of the Internal Revenue Service (IRS). See
Dividends, Distributions and Tax Matters Tax Matters.
The two major classifications of Municipal Securities are bonds and notes. Bonds may be
further classified as general obligation or revenue issues. General obligation bonds are
secured by the issuers pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenues derived from a particular
facility or class of facilities, and in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax-exempt industrial development
bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the
issuing municipality. Notes are short-term instruments which usually mature in less than two
years. Most notes are general obligations of the issuing municipalities or agencies and are sold
in anticipation of a bond sale, collection of taxes or receipt of other revenues.
Municipal Securities also include the following securities:
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Bond Anticipation Notes usually are general obligations of state and local
governmental issuers which are sold to obtain interim financing for projects that
will eventually be funded through the sale of long-term debt obligations or bonds.
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Tax Anticipation Notes are issued by state and local governments to finance the
current operations of such governments. Repayment is generally to be derived from
specific future tax revenues. Tax anticipation notes are usually general
obligations of the issuer.
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Revenue Anticipation Notes are issued by governments or governmental bodies with
the expectation that future revenues from a designated source will be used to repay
the notes. In general, they also constitute general obligations of the issuer.
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Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial
paper, except that tax-exempt commercial paper is issued by states, municipalities
and their agencies.
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The Fund also may purchase participation interests or custodial receipts from financial
institutions. These participation interests give the purchaser an undivided interest in one or
more underlying Municipal Securities.
After purchase by the Fund, an issue of Municipal Securities may cease to be rated by Moodys
Investors Service, Inc. (Moodys) or Standard and Poors Ratings Services (S&P), or another
nationally recognized statistical rating organization (NRSRO), or the rating of such a security may
be reduced below the minimum credit quality rating required for purchase by the Fund. Neither
event would require the Fund to dispose of the security.
Since the Fund invests in Municipal Securities backed by insurance companies and other
financial institutions, changes in the financial condition of these institutions could cause losses
to the Fund and affect its share price.
The Fund may invest in Municipal Securities that are insured by financial insurance companies.
Since a limited number of entities provide such insurance, the Fund may invest up to 25% of its
assets in securities insured by the same insurance company.
The Fund may also invest in taxable municipal securities. Taxable municipal securities are
debt securities issued by or on behalf of states and their political subdivisions, the District of
Columbia, and possessions of the United States, the interest on which is not exempt from federal
income tax.
9
The yields on Municipal Securities are dependent on a variety of factors, including general
economic and monetary conditions, money market factors, conditions of the Municipal Securities
market, size of a particular offering, and maturity and rating of the obligation. Because many
Municipal Securities are issued to finance similar projects, especially those related to education,
health care, transportation and various utilities, conditions in those sectors and the financial
condition of an individual municipal issuer can affect the overall municipal market. The market
values of the Municipal Securities held by the Fund will be affected by changes in the yields
available on similar securities. If yields increase following the purchase of a Municipal
Security, the market value of such Municipal Security will generally decrease. Conversely, if
yields decrease, the market value of a Municipal Security will generally increase.
U.S. Corporate Debt Obligations
. Generally, Premier Portfolio and Premier Tax-Exempt
Portfolio may invest corporate debt obligations. Corporate debt obligations in which the Funds may
invest are debt obligations issued or guaranteed by corporations that are denominated in U.S.
dollars. Such investments may include, among others, commercial paper, bonds, notes, debentures,
variable rate demand notes, master notes, funding agreements and other short-term corporate
instruments. Commercial Paper consists of short-term promissory notes issued by corporations.
Commercial paper may be traded in the secondary market after its issuance. Variable rate demand
notes are securities with a variable interest rate which is readjusted on pre-established dates.
Variable rate demand notes are subject to payment of principal and accrued interest (usually within
seven days) on a Funds demand. Master notes are negotiated notes that permit the investment of
fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who
meet the credit quality criteria of the Fund. The interest rate on a master note may fluctuate
based upon changes in specified interest rates or be reset periodically according to a prescribed
formula or may be a set rate. Although there is no secondary market in master notes, if such notes
have a demand feature, the payee may demand payment of the principal amount of the note upon
relatively short notice. Funding agreements are agreements between an insurance company and a Fund
covering underlying demand notes. Although there is no secondary market in funding agreements, if
the underlying notes have a demand feature, the payee may demand payment of the principal amount of
the note upon relatively short notice. Master notes and funding agreements are generally illiquid
and therefore subject to the Funds percentage limitation for investments in illiquid securities.
Other Investments
Other Investment Companies.
Each Fund may purchase shares of other investment companies. For
each Fund, the 1940 Act imposes the following restrictions on investments in other investment
companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of
another investment company; (ii) a Fund may not invest more than 5% of its total assets in
securities issued by another investment company; and (iii) a Fund may not invest more than 10% of
its total assets in securities issued by other investment companies. The 1940 Act and related
rules provide certain exemptions from these restrictions. These restrictions do not apply to
investments by the Funds in investment companies that are money market funds, including money
market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated
Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money
Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other
operating expenses of such investment company and will be subject to the risks associated with the
portfolio investments of the underlying investment company.
Variable or Floating Rate Instruments.
Variable or floating rate instruments are securities that provide for a periodic adjustment in
the interest rate paid on the obligation. The interest rates for securities with variable interest
rates are readjusted on set dates (such as the last day of the month or calendar quarter) and the
interest rates for securities with floating rates are reset whenever a specified interest rate
change occurs. Variable or floating interest rates generally reduce changes in the market price of
securities from their original purchase price because, upon readjustment, such rates approximate
market rates. Accordingly, as market interest rates decrease or increase, the potential for
capital appreciation or depreciation is less for variable or floating rate securities than for
fixed rate obligations. Many securities with variable or floating
10
interest rates have a demand
feature allowing the Fund to demand payment of principal and accrued interest prior to its
maturity. The terms of such demand instruments require payment of principal and accrued interest
by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments
will meet the applicable rating standards of the Funds. The Funds Adviser, or Sub-adviser, as
applicable, may determine that an unrated floating rate or variable rate demand obligation meets
the Funds rating standards by reason of being backed by a letter of credit or guarantee issued by
a bank that meets those rating standards.
For Rule 2a-7 purposes, a variable rate security, the principal amount of which is scheduled
to be paid in more than 397 calendar days, that is subject to a demand feature, shall be deemed to
have a maturity equal to the longer of the period remaining until the next readjustment of the
interest rate or the period remaining until the principal amount can be recovered through demand.
A floating rate security, the principal amount of which, in accordance with the terms of the
security, must unconditionally be paid in 397 calendar days or less shall be deemed to have a
maturity of one day.
Investment Techniques
Forward Commitments, When-Issued and Delayed Delivery Securities.
Each Fund may purchase or
sell securities on a forward commitment, when-issued or delayed-delivery basis.
Forward commitments, when-issued or delayed-delivery basis means that delivery and payment
take place in the future after the date of the commitment to purchase or sell the securities at a
pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more
after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser
until the security is delivered. Although a Fund generally intends to acquire or dispose of
securities on a forward commitment, when-issued or delayed delivery basis, a Fund may sell these
securities or its commitment before the settlement date if deemed advisable.
When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a
Fund assumes the rights and risks of ownership of the security, including the risk of price and
yield fluctuation, and takes such fluctuations into account when determining its net asset value.
Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to
changes in value based upon the publics perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on
such a basis may expose a Fund to risks because they may experience such fluctuations prior to
actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery
basis may involve the additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction itself.
Investment in these types of securities may increase the possibility that the Fund will incur
short-term gains subject to federal taxation or short-term losses if the Fund must engage in
portfolio transactions in order to honor its commitment. Until the settlement date, a Fund will
segregate liquid assets of a dollar value sufficient at all times to make payment for the forward
commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be
marked-to-market daily, and the amount segregated will be increased if necessary to maintain
adequate coverage of the delayed delivery commitments. No additional forward, when-issued or
delayed delivery commitments will be made by a Fund if, as a result, more than 25% of the Funds
total assets would become so committed. The delayed delivery securities, which will not begin to
accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and
will be subject to the risk of market fluctuation. The purchase price of the delayed delivery
securities is a liability of a Fund until settlement.
Interfund Loans
. The SEC has issued an exemptive order permitting the Invesco Funds to borrow
money from and lend money to each other for temporary or emergency purposes. The Invesco
11
Funds
interfund lending program is subject to a number of conditions, including the requirements that:
(1) an interfund loan will generally only occur if the interest rate on the loan is more favorable
to the borrowing fund than the interest rate typically available from a bank for a comparable
transaction and the rate is more favorable to the lending fund than the rate available on overnight
repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through
the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than
5% of its net assets to another Invesco Fund through the program (measured at the time of the
loan). A Fund may participate in the program only if and to the extent that such participation is
consistent with the Funds investment objective and investment policies. Interfund loans have a
maximum duration of seven days. Loans may be called with one days notice and may be repaid on any
day.
Borrowing.
The Funds may borrow money to the extent permitted under the Fund Policies. Such
borrowings may be utilized (i) for temporary or emergency purposes; (ii) in anticipation of or in
response to adverse market conditions; or, (iii) for cash management purposes. All borrowings are
limited to an amount not exceeding 33 1/3% of a Funds total assets (including the amount borrowed)
less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced
within three business days to the extent necessary to comply with the 33 1/3% limitation even if it
is not advantageous to sell securities at that time.
If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment
portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these
circumstances may result in a lower net asset value per share or decreased dividend income, or
both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption
requests, a Funds borrowing ability would help to mitigate any such effects and could make the
forced sale of their portfolio securities less likely.
Repurchase Agreements.
Each Fund may engage in repurchase agreement transactions. Repurchase
agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer
or bank that agrees to repurchase the security at a mutually agreed upon time and yield. A Fund
may enter into a continuing contract or open repurchase agreement under which the seller is
under a continuing obligation to repurchase the underlying securities from the Fund on demand and
the effective interest rate is negotiated on a daily basis.
In any repurchase transaction, collateral for a repurchase agreement may include cash items,
obligations issued by the U.S. Government or its agencies or instrumentalities. The Premier
Portfolio may engage in repurchase agreements collateralized by securities that are rated
investment grade and below investment grade by the requisite nationally recognized statistical
rating organizations (NRSROs) or unrated securities of comparable quality, loan participations, and
equities. For these types of repurchase agreement transactions, the Fund would look to the
counterparty, and not the collateral, for determining diversification under Rule 2a-7. Thus,
collateral for a repurchase agreement may include securities that a Fund could not hold directly.
Regardless of the collateral underlying the repurchase agreement, the Fund must determine that
the repurchase agreement with the particular counterparty involves minimal credit risk and
satisfies the credit quality standards in compliance with Rule 2a-7 under the 1940 Act. Collateral
with lower credit quality or longer maturities may be subject to greater price fluctuations than
collateral with higher credit quality or shorter maturities. If the repurchase agreement
counterparty were to default, lower quality collateral may be more difficult to liquidate than
higher quality collateral.
If the seller of a repurchase agreement fails to repurchase the security in accordance with
the terms of the agreement, a Fund might incur expenses in enforcing its rights, and could
experience a loss on the sale of the underlying security to the extent that the proceeds of the
sale including accrued interest are less than the resale price provided in the agreement, including
interest. In addition, although the Bankruptcy Code and other insolvency laws may provide certain
protections for some types of repurchase agreements, if the seller of a repurchase agreement should
be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling
the underlying security or may suffer a loss of principal and interest if the value of the
underlying security declines or the Fund may be deemed to be an unsecured creditor and be required
to return the securities to the seller. The Premier Portfolio
12
may enter into repurchase agreements
that involve securities that may be subject to a court-ordered or other stay in the event of the
sellers bankruptcy or insolvency. A stay will prevent a Fund from selling the securities it
holds under a repurchase agreement until permitted by a court or other authority. In these
situations a Fund may be subject to greater risk that the value of the securities may decline
before they are sold, and that the Fund may experience a loss.
The securities underlying a repurchase agreement will be marked-to-market every business day
so that the value of such securities is at least equal to the investment value of the repurchase
agreement, including any accrued interest thereon. Custody of the securities will be maintained by
the Funds custodian or subcustodian for the duration of the agreement.
The Funds may invest their cash balances in joint accounts with other Invesco Funds for the
purpose of investing in repurchase agreements with maturities not to exceed 60 days, and
collateralized by cash or government securities (as defined by Rule 2a-7), and in certain other
money market instruments with remaining maturities not to exceed 90 days.
Restricted and Illiquid Securities
. Each Fund may invest up to 5% of its net assets in
securities that are illiquid.
Illiquid securities are securities that cannot be disposed of within seven days in the normal
course of business at approximately the price at which they are valued. Illiquid securities may
include a wide variety of investments, such as: (1) repurchase agreements maturing in more than
seven days (unless the agreements have demand/redemption features); (2) For funds other than money
market funds, OTC options contracts and certain other derivatives (including certain swap
agreements); (3) fixed time deposits that are not subject to prepayment or that provide for
withdrawal penalties upon prepayment (other than overnight deposits); (4) loan interests and other
direct debt instruments; (5) municipal lease obligations; (6) commercial paper issued pursuant to
Section 4(2) of the Securities Act of 1933 (the 1933 Act); and (7) securities that are
unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under
the 1933 Act, or that are exempt from registration under the 1933 Act or otherwise restricted
under the federal securities laws. Generally, only Premier Portfolio and Premier Tax-Exempt
Portfolio will invest in Rule 144A securities.
Limitations on the resale of restricted securities may have an adverse effect on their
marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The
Fund may have to bear the expense of registering such securities for resale, and the risk of
substantial delays in effecting such registrations. A Funds difficulty valuing and selling
illiquid securities may result in a loss or be costly to the Fund.
If a substantial market develops for a restricted security or other illiquid investment held
by a Fund, it may be treated as a liquid security, in accordance with procedures and guidelines
approved by the Board. While Invesco monitors the liquidity of restricted securities on a daily
basis, the Board oversees and retains ultimate responsibility for Invescos liquidity
determinations. Invesco considers various factors when determining whether a security is liquid,
including the frequency of trades, availability of quotations and number of dealers or qualified
institutional buyers in the market.
13
Sale of Money Market Securities.
The Funds do not seek profits through short-term trading and
will generally hold portfolio securities to maturity. However, the Adviser and/or Sub-Adviser may
seek to enhance the yield of the Fund by taking advantage of yield disparities that occur in the
money markets. For example, market conditions frequently result in similar securities trading at
different prices. Also, there frequently are differences in yields between various types of money
market securities. The Adviser and/or Sub-Adviser may dispose of any portfolio security prior to
its maturity if such disposition and reinvestment of proceeds are expected to enhance yield
consistent with the Advisers and/or Sub-Advisers judgment as to desirable portfolio maturity
structure. The Adviser and/or Sub-Adviser may also dispose of any portfolio security prior to
maturity to meet redemption requests, and as a result of a revised credit evaluation of the issuer
or other circumstances or considerations. This procedure may increase or decrease the Funds yield
depending upon the Advisers and/or Sub-Advisers ability to correctly time and execute such
transactions. The Funds policy of investing in securities with maturities of 397 days or less
will result in high portfolio turnover. Since brokerage commissions are not normally paid on
investments of the type made by the Fund, the high turnover should not adversely affect the Funds
net income.
Fund Policies for Premier Portfolio and Premier Tax-Exempt Portfolio
Fundamental Restrictions.
Except as otherwise noted below, each Fund is subject to the
following investment restrictions, which may be changed only by a vote of such Funds outstanding
shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of
the Funds shares present at a meeting if the holders of more than 50% of the outstanding shares
are present in person or represented by proxy, or (ii) more than 50% of the Funds outstanding
shares. Any investment restriction that involves a maximum or minimum percentage of securities or
assets (other than with respect to borrowing) shall not be considered to be violated unless an
excess over or a deficiency under the percentage occurs immediately after, and is caused by, an
acquisition or disposition of securities or utilization of assets by the Fund.
(1) The Fund is a diversified company as defined in the 1940 Act. The Fund will not
purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified
company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder,
as such statute, rules and regulations are amended from time to time or are interpreted from time
to time by the SEC staff (collectively, the 1940 Act Laws and Interpretations) or except to the
extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively,
with the 1940 Act Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions).
In complying with this restriction, however, the Fund may purchase securities of other investment
companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940
Act Laws, Interpretations and Exemptions.
(3) The Fund may not underwrite the securities of other issuers. This restriction does not
prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of
its portfolio securities, regardless of whether the Fund may be considered to be an underwriter
under the 1933 Act.
14
(4) The Fund will not make investments that will result in the concentration (as that term may
be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments
in the securities of issuers primarily engaged in the same industry. This restriction does not
limit the Funds investments in (i) obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political
subdivisions of governments, or (iii) bank instruments. In complying with this restriction, the
Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate
security.
(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of
ownership of securities or other instruments. This restriction does not prevent the Fund from
investing in issuers that invest, deal, or otherwise engage in transactions in real estate or
interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase 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.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are
under common control with the Fund, except to the extent permitted by 1940 Act Laws,
Interpretations and Exemptions. This restriction does not prevent the Fund from, among other
things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to
broker-dealers or institutional investors, or investing in loans, including assignments and
participation interests.
(8) The Fund may, notwithstanding any other fundamental investment policy or limitation,
invest all of its assets in the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and restrictions as the Fund.
In addition, it is a fundamental policy of Premier Tax-Exempt Portfolio that, under normal
market conditions, it will have at least 80% of its net assets invested in municipal obligations
that, based on the opinion of counsel to the issuer, pay interest free from federal income tax.
The investment restrictions set forth above provide each of the Funds with the ability to
operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC
without receiving prior shareholder approval of the change. Even though each of the Funds has this
flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to
certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in
managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below,
require the approval of the Board.
Non-Fundamental Restrictions.
The following non-fundamental investment restrictions apply to
each of the Funds. They may be changed for any Fund without approval of that Funds voting
securities.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund
will not, with respect to 75% of its total assets, purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities and securities issued by other investment companies), if, as a result, (i) more
than 5% of the Funds total assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may
purchase securities of other investment companies as permitted by the 1940 Act Laws,
Interpretations and Exemptions.
(2) In complying with the fundamental restriction regarding borrowing money and issuing senior
securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets
(including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from
banks, broker-dealers, or an Invesco Fund. The Fund may not borrow for leveraging, but may borrow
for temporary or emergency purposes, in anticipation of or in response to adverse market
conditions, or for cash management purposes. The Fund may not purchase additional securities when
any borrowings from banks exceed 5% of the Funds total assets or when any borrowings from an
Invesco Fund are outstanding.
15
(3) In complying with the fundamental restriction regarding industry concentration, the Fund
may invest up to 25% of its total assets in the securities of issuers whose principal business
activities are in the same industry.
(4) Notwithstanding the fundamental restriction with regard to engaging in transactions
involving futures contracts and options thereon or investing in securities that are secured by
physical commodities, the Fund currently may not invest in any security (including futures
contracts or options thereon) that is secured by physical commodities.
(5) In complying with the fundamental restriction with regard to making loans, the Fund may
lend up to 33 1/3% of its total assets and may lend money to an Invesco Fund, on such terms and
conditions as the SEC may require in an exemptive order.
(6) Notwithstanding the fundamental restriction with regard to investing all assets in an
open-end fund, the Fund may not invest all of its assets in the securities of a single open-end
management investment company with the same fundamental investment objective, policies, and
restrictions as the Fund.
(7) The Fund may not acquire any securities of registered unit investment trusts in reliance
on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Fund Policies for Premier U.S. Government Money Portfolio
Fundamental Restrictions.
The investment restrictions set forth below have been adopted by
the Fund and, unless identified as non-fundamental policies, may not be changed without the
affirmative vote of a majority of the outstanding voting securities of the Fund. As provided in
the 1940 Act, a vote of a majority of the outstanding voting securities of the Fund means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund or (2)
67% or more of the shares present at a meeting, if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy. Except with respect to borrowing, changes in
values of the Funds assets will not cause a violation of the following investment restrictions as
long as percentage restrictions are observed by the Fund at the time it purchases any security.
The Fund shall not:
(1) Purchase the securities of any issuer (other than securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities, municipal securities or securities
issued or guaranteed by domestic banks, including U.S. branches of foreign banks and foreign
branches of U.S. banks) if, as a result, more than 25% of the Funds total assets would be invested
in the securities of companies whose principal business activities are in the same industry;
16
(2) Except to the extent permitted by Rule 2a-7 promulgated under the 1940 Act, or any
successor rule thereto, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of the Funds total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer;
(3) Underwrite securities of other issuers, except insofar as it may be deemed to be an
underwriter under the 1933 Act, in connection with the disposition of the Funds portfolio
securities;
(4) Borrow money, except that the Fund may borrow money in an amount not exceeding 33 1/3% of
its total assets (including the amount borrowed) less liabilities (other than borrowings);
(5) Issue senior securities, except as permitted under the 1940 Act;
(6) Lend any security or make any loan if, as a result, more than 33 1/3% of its total assets
would be lent to other parties, but this limitation does not apply to the purchase of debt
securities or to repurchase agreements;
(7) 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;
(8) Purchase or sell real estate unless acquired as a result of ownership of securities or
other instruments (but this shall not prevent the Fund from investing in securities or other
instruments backed by real estate or securities of companies engaged in the real estate business);
or
(9) The Fund may, notwithstanding any other fundamental investment policy or limitation,
invest all of its assets in the securities of a single, open-end management investment company
managed by the Adviser or an affiliate or a successor thereof, with substantially the same
fundamental investment objective, policies, and limitations as the Fund.
The Funds investment objective is to seek a high level of current income, consistent with the
preservation of capital and the maintenance of liquidity. The Funds investment objective is
fundamental and may not be changed without shareholder approval.
Non-fundamental Restrictions
Non-fundamental restrictions may be changed for any Fund
without shareholder approval. The non-fundamental investment restrictions listed below apply to
each of the Funds unless otherwise indicated.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund
will not, with respect to 75% of its total assets (and for Premier U.S. Government Money Portfolio,
with respect to 100% of its total assets), purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities
and securities issued by other investment companies), if, as a result, (i) more than 5% of the
Funds total assets would be invested in the securities of that issuer, except as permitted by Rule
2a-7 under the 1940 Act, or (ii) the Fund would hold more than 10% of the outstanding voting
securities of that issuer. The Fund may purchase securities of other investment companies as
permitted by the 1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction regarding issuer diversification, any Fund that
invests in municipal securities will regard each state (including the District of Columbia and
Puerto Rico), territory and possession of the United States, each political subdivision agency,
instrumentality and authority thereof, and each multi-state agency of which a state is a member as
a separate issuer. When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from the government creating the subdivision and the
security is backed only by assets and revenues of the subdivision, such subdivision would be
deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private
Activity bond, if that bond is backed only by the assets and revenues of the non-governmental
user, then that non-governmental user would be deemed to be the sole issuer.
17
(2) In complying with the fundamental restriction regarding industry concentration, the Fund
may invest up to 25% of its total assets in the securities of issuers whose principal business
activities are in the same industry.
(3) Notwithstanding the fundamental restriction regarding engaging in transactions involving
futures contracts and options thereon or investing in securities that are secured by physical
commodities, the Fund currently may not invest in any security (including futures contracts or
options thereon) that is secured by physical commodities.
(4) Notwithstanding the fundamental restriction with regard to investing all assets in an
open-end fund, the Fund may not invest all of its assets in the securities of a single open-end
management investment company with the same fundamental investment objective, policies, and
restrictions as the Fund.
(5) The Fund may not acquire any securities of registered unit investment trusts in reliance
on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
(6) The following applies:
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(a)
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Premier U.S. Government Money Portfolio invests, under normal
circumstances, at least 80% of its assets in (i) direct obligations of the U.S.
Treasury, (ii) other securities issued or guaranteed as to principal and
interest by the U.S. Government or its agencies and instrumentalities (agency
securities) and (iii) repurchase agreements secured by those obligations
referenced in (i) and (ii) above.
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For purposes of the foregoing, assets means net assets plus the amount of any borrowings for
investment purposes. The Fund will provide written notice to its shareholders prior to any change
to this policy, as required by the 1940 Act, Laws, Interpretations and Exemptions.
Policies and Procedures for Disclosure of Fund Holdings
The Board has adopted policies and procedures with respect to the disclosure of the Funds
portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings
Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and
a description of the basis on which employees of Invesco and its affiliates may release information
about portfolio securities in certain contexts are provided below.
Public release of portfolio holdings.
The Funds make available to beneficial owners of Fund
shares and prospective investors information regarding or derived from the Funds portfolio
holdings. The Funds disclose the following portfolio holdings information on www.invesco.com:
1,2
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1
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For Investor Class To locate the
Funds portfolio holdings information on
www.invesco.com
/us, click
on the Products tab, then click on the Mutual Funds link, then select
the Fund Materials tab. A link to the Funds portfolio holdings is
located under the Holdings heading.
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Approximate Date of
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Information Remains
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Information
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Web site Posting
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Available on Web site
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Weighted average
maturity information;
weighted average life
information;
thirty-day, seven-day
and one-day yield
information; daily
dividend factor and
total net assets
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Next business day
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Until posting of the
following business
days information
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Complete portfolio
holdings, and
information derived
therefrom, as of
month-end and as of
any other period
determined by the
Adviser
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5 days after
month-end and as of
any other period, as
may be determined by
the Adviser
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Holdings will be
posted for a period of
not less than six
months
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Complete portfolio
holdings as of fiscal
quarter-end
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60-70 days after
fiscal quarter-end
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For one year
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Information concerning the Funds portfolio holdings as well as its dollar-weighted average
portfolio maturity and dollar-weighted average life to maturity as of the last business day of the
preceding month will be posted on its Web site no later than five business days after the end of
the month and remain posted on the Web site for at least six months thereafter. In addition, the
Fund will file monthly with the Securities and Exchange Commission portfolio holdings and other
information about the Fund and its portfolio as of the last business day of the preceding month
within five business days of the end of each month. This information will be made public 60 days
following month-end.
For Investor Class, these holdings are listed along with the percentage of the Funds net
assets they represent. Generally, employees of Invesco and its affiliates may not disclose such
portfolio holdings until one day after they have been posted on
www.invesco.com/us
. You
may also obtain the publicly available portfolio holdings information described above by contacting
us at 1-800-959-4246.
For Institutional Class, Qualified Persons may obtain access to the Web site, as well as the
information noted above, by calling the distributor toll free at 1-800-659-1005, option 2. The
Funds distributors vice president/sale and administration manager is authorized to determine
whether any entity or individual is a Qualified Person or is acting on behalf of a Qualified
Person, and to disclose portfolio information to such Qualified Person. If a beneficial owner who
is not a record owner requests portfolio information, such information will be sent to the record
owner for distribution to the beneficial owner. Existing shareholders can also obtain portfolio
information (other than portfolio holdings) by calling the transfer agent toll free at
1-800-659-1005, option 1. Generally, employees of Invesco and its affiliates may not disclose such
portfolio holdings until one day after they have been posted on
http://www.invesco.com/us
.
Selective disclosure of portfolio holdings pursuant to non-disclosure agreement.
Employees of
Invesco and its affiliates may disclose non-public full portfolio holdings on a selective basis
only if the Internal Compliance Controls Committee (the ICCC) of Invesco approves the parties to
whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that
the proposed selective disclosure will be made for legitimate business purposes of the applicable
Fund and is in the best interest of the applicable Funds shareholders. In making such
determination, the ICCC will address any perceived conflicts of interest between shareholders of
such Fund and Invesco or its affiliates as part of granting its approval.
The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1)
overseeing the implementation and enforcement of the Holdings Disclosure Policy and the Invesco
Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco and the Invesco
Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning
any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(3)-7
under the
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2
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For Institutional Class To locate the
Funds portfolio holdings information on
www.invesco.com/us
, click on
the Products tab, then click on the Mutual Funds link, then select
Institutional. A link to the Funds portfolio holdings is located under the
heading Holdings heading.
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Investment Advisers Act of 1940, as amended) that may arise in connection with the
Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the
types of situations in which Invesco provides such selective disclosure and approves situations
involving perceived conflicts of interest between shareholders of the applicable Fund and Invesco
or its affiliates brought to the Boards attention by Invesco.
Invesco discloses non-public full portfolio holdings information to the following persons in
connection with the day-to-day operations and management of the Invesco Funds:
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Attorneys and accountants;
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Securities lending agents;
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Lenders to the Invesco Funds;
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Rating and rankings agencies;
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Persons assisting in the voting of proxies;
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Invesco Funds custodians;
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The Invesco Funds transfer agent(s) (in the event of a redemption in kind);
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Pricing services, market makers, or other persons who provide systems or software
support in connection with Invesco Funds operations (to determine the price of
securities held by an Invesco Fund);
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Financial printers;
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Brokers identified by the Invesco Funds portfolio management team who provide
execution and research services to the team; and
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Analysts hired to perform research and analysis to the Invesco Funds portfolio
management team.
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In many cases, Invesco will disclose current portfolio holdings on a daily basis to these
persons. In these situations, Invesco has entered into non-disclosure agreements which provide
that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio
holdings and will not trade on such information (Non-disclosure Agreements). Please refer to
Appendix B for a list of examples of persons to whom Invesco provides non-public portfolio holdings
on an ongoing basis.
Invesco will also disclose non-public portfolio holdings information if such disclosure is
required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction
over Invesco and its affiliates or the Funds.
The Holdings Disclosure Policy provides that Invesco will not request, receive or accept any
compensation (including compensation in the form of the maintenance of assets in any Fund or other
mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of
portfolio holdings information.
Disclosure of certain portfolio holdings and related information without non-disclosure
agreement.
Invesco and its affiliates that provide services to the Funds, the Sub-Advisors and
each of their employees may receive or have access to portfolio holdings as part of the day to day
operations of the Funds.
From time to time, employees of Invesco and its affiliates may express their views orally or
in writing on one or more of the Funds portfolio securities or may state that a Fund has recently
purchased or sold, or continues to own, one or more securities. The securities subject to these
views and statements may be ones that were purchased or sold since a Funds most recent quarter-end
and therefore may not be reflected on the list of the Funds most recent quarter-end portfolio
holdings disclosed on the Web site. Such views and statements may be made to various persons,
including members of the press, brokers and other financial intermediaries that sell shares of the
Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or
representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k)
plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides
or may provide
20
investment advisory services. The nature and content of the views and statements
provided to each of these persons may differ.
From time to time, employees of Invesco and its affiliates also may provide oral or written
information (portfolio commentary) about a Fund, including, but not limited to, how the Funds
investments are divided among various sectors, industries, countries, investment styles and
capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond
maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also
include information on how these various weightings and factors contributed to Fund performance.
Invesco may also provide oral or written information (statistical information) about various
financial characteristics of a Fund or its underlying portfolio securities including, but not
limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information
ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth,
return on equity, standard deviation, tracking error, weighted average quality, market
capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate,
portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical
information about a Fund may be based on the Funds portfolio as of the most recent quarter-end or
the end of some other interim period, such as month-end. The portfolio commentary and statistical
information may be provided to various persons, including those described in the preceding
paragraph. The nature and content of the information provided to each of these persons may differ.
Disclosure of portfolio holdings by traders.
Additionally, employees of Invesco and its
affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and
selling securities through broker-dealers, requesting bids on securities, obtaining price
quotations on securities, or in connection with litigation involving the Funds portfolio
securities. Invesco does not enter into formal Non-disclosure Agreements in connection with these
situations; however, the Funds would not continue to conduct business with a person who Invesco
believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products.
Invesco and its
affiliates manage products sponsored by companies other than Invesco Ltd. including investment
companies, offshore funds, and separate accounts. In many cases, these other products are managed
in a similar fashion to certain Invesco Funds (as defined herein) and thus have similar portfolio
holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose
the portfolio holdings of their products at different times than Invesco discloses portfolio
holdings for the Invesco Funds.
Invesco provides portfolio holdings information for portfolios of Invesco Variable Insurance
Funds (the Insurance Funds) to insurance companies whose variable annuity and variable life
insurance accounts invest in the Insurance Funds (Insurance Companies). Invesco may disclose
portfolio holdings information for the Insurance Funds to Insurance Companies with which Invesco
has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for
Invescos disclosure of similar portfolio holdings information for other Invesco Funds on
www.invesco.com/us
. Invesco provides portfolio holdings information for the Insurance
Funds to such Insurance Companies to allow them to disclose this information on their Web sites at
approximately the same time that Invesco discloses portfolio holdings information for the other
Invesco Funds on its Web site. Invesco manages the Insurance Funds in a similar fashion to certain
other Invesco Funds and thus the Insurance Funds and such other Invesco Funds have similar
portfolio holdings. Invesco does not disclose the portfolio holdings information for the Insurance
Funds on its Web site, and not all Insurance Companies disclose this information on their Web
sites.
MANAGEMENT OF THE TRUST
Board of Trustees
The Trustees and officers of the Trust, their principal occupations during at least the last
five years and certain other information concerning them are set forth in Appendix C.
Qualifications and Experience.
In addition to the information set forth in Appendix C, the
following sets forth additional information about the qualifications and experiences of each of the
Trustees.
Interested Persons
Martin L. Flanagan Trustee
21
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 Franklins
co-president from May 2003 to January 2004, chief operating officer and chief financial officer
from November 1999 to May 2003, and senior vice president and chief financial officer from 1993
until November 1999.
Mr. Flanagan served as director, executive vice president and chief operating officer of
Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before
joining Templeton in 1983, he worked with Arthur Anderson & Co.
Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves
as vice chairman of the Investment Company Institute and is a member of the executive board at
the SMU Cox School of Business.
The Board believes that Mr. Flanagans long experience as an executive in the investment
management area benefits the Funds.
Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds since
2006. Mr. Taylor has headed Invescos North American retail business as Senior Managing
Director 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. Taylors long experience in the investment management business
benefits the Funds.
Wayne W. Whalen, Trustee
Wayne W. Whalen has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Mr. Whalen is Of Counsel, and prior to 2010, Partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP.
Mr. Whalen is a Director of the Abraham Lincoln Presidential Library Foundation. From 1995 to
2010, Mr. Whalen served as Director or Trustee of investment companies in the Van Kampen Funds
complex.
The Board believes that Mr. Whalens experience as a law firm Partner and his experience as a
director of investment companies benefits the Funds.
Independent Trustees
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.
22
Formerly, Mr. Arch was the Chairman and Chief Executive Officer of Blistex, Inc., a consumer
health care products manufacturer. Mr. Arch is a member of the Heartland Alliance Advisory Board,
a nonprofit organization serving human needs based in Chicago and member of the Board of the
Illinois Manufacturers Association. Mr. Arch is also a member of the Board of Visitors, Institute
for the Humanities, University of Michigan. From 1984 to 2010, Mr. Arch served as Director or
Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Archs experience as the CEO of a public company and his
experience with investment companies benefits the Funds.
Frank S. Bayley, Trustee
Frank S. Bayley has been a member of the Board of Trustees of the Invesco Funds since 1985.
Mr. Bayley is a business consultant in San Francisco. He is Chairman and a Director of the C. D.
Stimson Company, a private investment company in Seattle.
Mr. Bayley serves as a Trustee of the Seattle Art Museum, a Trustee of San Francisco
Performances, and a Trustee and Overseer of The Curtis Institute of Music in Philadelphia. He also
serves on the East Asian Art Committee of the Philadelphia Museum of Art and the Visiting Committee
for Art of Asia, Oceana and Africa of the Museum of Fine Arts, Boston.
Mr. Bayley is a retired partner of the international law firm of Baker & McKenzie LLP, where
his practice focused on business acquisitions and venture capital transactions. Prior to joining
Baker & McKenzie LLP in 1986, he was a partner of the San Francisco law firm of Chickering &
Gregory. He received his A.B. from Harvard College in 1961, his LL.B. from Harvard Law School in
1964, and his LL.M. from Boalt Hall at the University of California, Berkeley, in 1965. Mr. Bayley
served as a Trustee of the Badgley Funds from inception in 1998 until dissolution in 2007.
The Board believes that Mr. Bayleys experience as a business consultant and a lawyer 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., a leading
investment banking firm located in Denver, Colorado. Green Manning & Bunch is a FINRA-registered
investment bank specializing in mergers and acquisitions, private financing of middle-market
companies and corporate finance advisory services. Immediately prior to forming Green Manning and
Bunch, Mr. Bunch was Executive Vice President, General Counsel, and a Director of Boettcher &
Company, then the leading investment banking firm in the Rocky Mountain region.
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.
23
At various other times during his career, Mr. Bunch has served as Chair of the NASD Business
District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee.
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. Bunchs experience as an investment banker and investment
management lawyer benefits the Funds.
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 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 Directors of ACE Limited, a
Zurich-based insurance company. He is a life trustee of the University of Rochester Board of
Directors.
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.
Rodney F. Dammeyer, Trustee
Rodney F. Dammeyer has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Since 2001, Mr. Dammeyer has been Chairman of CAC, LLC, a private company offering capital
investment and management advisory services. Previously, Mr. Dammeyer served as Managing Partner
at Equity Group Corporate Investments; Chief Executive Officer of Itel Corporation; Senior Vice
President and Chief Financial Officer of Household International, Inc.; and Executive Vice
President and Chief Financial Officer of Northwest Industries, Inc.
Mr. Dammeyer was a Partner of Arthur Andersen & Co., an international accounting firm.
Mr. Dammeyer currently serves as a Director of Quidel Corporation and Stericycle, Inc.
Previously, Mr. Dammeyer has served as a Trustee of The Scripps Research Institute; and a Director
of Ventana Medical Systems, Inc.; GATX Corporation; TheraSense, Inc.; TeleTech Holdings, Inc.; and
Arris Group, Inc.
From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the
Van Kampen Funds complex.
The Board believes that Mr. Dammeyers experience in executive positions at a number of public
companies, his accounting experience and his experience serving as a director of investment
companies benefits the Funds.
Albert R. Dowden, Trustee
Albert R. Dowden has been a member of the Board of Trustees of the Invesco Funds since 2000.
Mr. Dowden retired at the end of 1998 after a 24-year career with Volvo Group North America,
Inc. and Volvo Cars of North America, Inc. Mr. Dowden joined Volvo as general counsel in 1974 and
was promoted to increasingly senior positions until 1991 when he was appointed president, chief
executive officer and director of Volvo Group North America and senior vice president of Swedish
parent company AB Volvo.
24
Since retiring, Mr. Dowden continues to serve on the board of the Reich & Tang Funds and also
serves on the boards of Homeowners of America Insurance Company and its parent company, as well as
Natures Sunshine Products, Inc. and The Boss Group. Mr. Dowdens charitable endeavors currently
focus on Boys & Girls Clubs where he has been active for many years, as well as several other
not-for-profit organizations.
Mr. Dowden began his career as an attorney with a major international law firm, Rogers &
Wells (1967-1976), which is now Clifford Chance.
The Board believes that Mr. Dowdens extensive experience as a corporate executive
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 8
th
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 Securities and Exchange Commission. 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 in
Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government
affairs.
Mr. Fields also serves as a Director of Insperity, Inc. (formerly known as Administaff), a
premier professional employer organization with clients nationwide. In addition, Mr. Fields sits on
the Board of the Discovery Channel Global Education Fund, 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.
25
Carl Frischling, Trustee
Carl Frischling has been a member of the Board of Trustees of the Invesco Funds since 1977.
Mr. Frischling is senior partner of the Financial Services Group of Kramer Levin, a law firm
that represents the Funds independent trustees. He is a pioneer in the field of bank-related
mutual funds and has counseled clients in developing and structuring comprehensive mutual fund
complexes. Mr. Frischling also advises mutual funds and their independent directors/trustees on
their fiduciary obligations under federal securities laws.
Prior to his practicing law, he was chief administrative officer and general counsel of a
large mutual fund complex that included a retail and institutional sales force, investment
counseling and an internal transfer agent. During his ten years with the organization, he developed
business expertise in a number of areas within the financial services complex. He served on the
Investment Company Institute Board and was involved in ongoing matters with all of the regulatory
areas overseeing this industry.
Mr. Frischling is a board member of the Mutual Fund Directors Forum. He also serves as a
trustee of the Reich & Tang Funds, a registered investment company. Mr. Frischling serves as a
Trustee of the Yorkville Youth Athletic Association and is a member of the Advisory Board of
Columbia University Medical Center.
The Board believes that Mr. Frischlings experience as an investment management lawyer, and
his long involvement with investment companies 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 New York 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.
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, Inc., a public company, and in such
capacities supervised the activities of the Chief Financial Officer. Dr. Soll has also served as a
director of three other public companies and as treasurer of a non-profit corporation.
The Board believes that Dr. Solls experience as a chairman of a public company and in
academia benefits the Fund.
26
Hugo F. Sonnenschein, Trustee
Hugo F. Sonnenschein has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Mr. Sonnenschein is the Distinguished Service Professor and President Emeritus of the
University of Chicago and the Adam Smith Distinguished Service Professor in the Department of
Economics at the University of Chicago. Until July 2000, Mr. Sonnenschein served as President of
the University of Chicago.
Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment
committee. He is also a member of the National Academy of Sciences and the American Philosophical
Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr.
Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Sonnenscheins experiences in academia and in running a
university, and his experience as a director of investment companies benefits the Funds.
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 to several mutual fund clients.
Mr. Stickel began his career with Touche Ross & Co. (the Firm) in Dayton, Ohio, became a
partner in 1976 and managing partner of the office in 1985. He also started and developed an
investment management practice in the Dayton office that grew to become a significant source of
investment management talent for the Firm. In Ohio, he served as the audit partner on numerous
mutual funds and on public and privately held companies in other industries. Mr. Stickel has also
served on the Firms Accounting and Auditing Executive Committee.
The Board believes that Mr. Stickels experience as a partner in a large accounting firm
working with investment managers and investment companies, and his status as an Audit Committee
Financial Expert, benefits the Funds.
Management Information
The Trustees have the authority to take all actions necessary in connection with the business
affairs of the Trust, including, among other things, approving the investment objectives, policies
and procedures for the Funds. The Trust enters into agreements with various entities to manage the
day-to-day operations of the Funds, including the Funds investment advisers, administrator,
transfer agent, distributor and custodians. The Trustees are responsible for selecting these
service providers and approving the terms of their contracts with the Funds, and exercising general
oversight of these service providers on an ongoing basis.
Certain trustees and officers of the Trust are affiliated with Invesco and Invesco Ltd., the
parent corporation of Invesco. All of the Trusts executive officers hold similar offices with
some or all of the other Funds.
Leadership Structure and the Board of Trustees
.
The Board is currently composed of fifteen
Trustees, including twelve Trustees who are not interested persons of the Fund, as that term is
defined in the 1940 Act (collectively, the Independent Trustees and each an Independent Trustee).
In addition to eight regularly scheduled meetings per year, the Board holds special meetings or
informal conference calls to discuss specific matters that may require action prior to the next
regular meeting. As discussed below, the Board has established five committees to assist the Board
in performing its oversight responsibilities.
27
The Board has appointed an Independent Trustee to serve in the role of Chairman. The
Chairmans 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 the Trusts Declaration of Trust or By-laws,
the designation of Chairman does not impose on such Independent Trustee any duties, obligations or
liability that is greater than the duties, obligations or liability imposed on such person as a
member of the Board, generally. The Fund has substantially the same leadership structure as the
Trust.
The Board believes that its leadership structure, which includes an Independent Trustee as
Chairman, allows for effective communication between the Trustees and Fund management, among the
Boards Trustees and among its Independent Trustees. The existing Board structure, including its
committee structure, provides the Independent Trustees with effective control over Board governance
while also providing insight from the two interested Trustees who are active officers of the Funds
investment adviser. The Boards leadership structure promotes dialogue and debate, which the Board
believes will allow for the proper consideration of matters deemed important to the Funds and their
shareholders and result in effective decision-making.
Risk Oversight.
The Board considers risk management issues as part of its general oversight
responsibilities throughout the year at regular meetings of the Investments, Audit, Compliance and
Valuation, Distribution and Proxy Oversight Committees (as defined and further described below).
These Committees in turn report to the full Board and recommend actions and approvals for the full
Board to take.
Invesco prepares regular reports that address certain investment, valuation and compliance
matters, and the Board as a whole or the Committees may also receive special written reports or
presentations on a variety of risk issues at the request of the Board, a Committee or the Senior
Officer. In addition, the Audit Committee of the Board meets regularly with Invesco Ltd.s
internal audit group to review reports on their examinations of functions and processes within
Invesco that affect the Funds.
The Investments Committee and its sub-committees receive regular written reports describing
and analyzing the investment performance of the Funds. In addition, the portfolio managers of the
Funds meet regularly with the sub-committees of the Investment Committee to discuss portfolio
performance, including investment risk, such as the impact on the Funds of the investment in
particular securities or instruments, such as derivatives. To the extent that a Fund changes a
particular investment strategy that could have a material impact on the Funds risk profile, the
Board generally is consulted in advance with respect to such change.
The Adviser provides regular written reports to the Valuation, Distribution and Proxy
Oversight Committee that enable the Committee to monitor the number of fair valued securities in a
particular portfolio, the reasons for the fair valuation and the methodology used to arrive at the
fair value. Such reports also include information concerning illiquid securities within a Funds
portfolio. In addition, the Audit Committee reviews valuation procedures and pricing results with
the Funds independent auditors in connection with such Committees review of the results of the
audit of the Funds year-end financial statement.
The Compliance Committee receives regular compliance reports prepared by Invescos compliance
group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance
issues, including compliance risks. As required under SEC rules, the Independent Trustees meet at
least quarterly in executive session with the CCO, and the Funds CCO prepares and presents an
annual written compliance report to the Board. The Compliance Committee recommends and the Board
adopts compliance policies and procedures for the Fund and approves such procedures for the Funds
service providers. The compliance policies and procedures are specifically designed to detect,
prevent and correct violations of the federal securities laws.
Committee Structure.
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 Oversight Committee (the Committees).
28
The members of the Audit Committee are Messrs. David C. Arch, Frank S. Bayley, James T. Bunch,
Bruce L. Crockett, Rodney Dammeyer (Vice-Chair), Raymond Stickel, Jr. (Chair) and Dr. Larry Soll.
The Audit Committees primary purposes are to: (i) oversee qualifications, independence and
performance of the independent registered public accountants; (ii) appoint independent registered
public accountants for the Funds; (iii) pre-approve all permissible audit and non-audit services
that are provided to Funds by their independent registered public accountants to the extent
required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule
2-01(c)(6)(ii) of Regulation S-X, certain non-audit services provided by the Funds independent
registered public accountants to Invesco and certain other affiliated entities; (v) review the
audit and tax plans prepared by the independent registered public accountants; (vi) review the
Funds audited financial statements; (vii) review the process that management uses to evaluate and
certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation
and review of the Funds shareholder reports; (ix) review certain tax procedures maintained by the
Funds; (x) review modified or omitted officer certifications and disclosures; (xi) review any
internal audits of the Funds; (xii) establish procedures regarding questionable accounting or
auditing matters and other alleged violations; (xiii) set hiring policies for employees and
proposed employees of the Funds who are employees or former employees of the independent registered
public accountants; and (xiv) remain informed of (a) the Funds accounting systems and controls,
(b) regulatory changes and new accounting pronouncements that affect the Funds net asset value
calculations and financial statement reporting requirements, and (c) communications with regulators
regarding accounting and financial reporting matters that pertain to the Funds. During the fiscal
year ended August 31, 2012, the Audit Committee held six meetings.
The members of the Compliance Committee are Messrs. Bayley, Bunch, Dammeyer (Vice Chair),
Stickel and Dr. Soll (Chair). The Compliance Committee is responsible for: (i) recommending to the
Board and the independent trustees the appointment, compensation and removal of the Funds Chief
Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and
removal of the Funds Senior Officer appointed pursuant to the terms of the Assurances of
Discontinuance entered into by the New York Attorney General, Invesco and INVESCO Funds Group, Inc.
(IFG); (iii) reviewing any report prepared by a third party who is not an interested person of
Invesco upon the conclusion by such third party of a compliance review of Invesco; (iv) reviewing
all reports on compliance matters from the Funds Chief Compliance Officer, (v) reviewing all
recommendations made by the Senior Officer regarding Invescos compliance procedures, (vi)
reviewing all reports from the Senior Officer of any violations of state and federal securities
laws, the Colorado Consumer Protection Act, or breaches of Invescos fiduciary duties to Fund
shareholders and of Invescos Code of Ethics; (vii) overseeing all of the compliance policies and
procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act;
(viii) receiving and reviewing quarterly reports on the activities of Invescos Internal Compliance
Controls Committee; (ix) reviewing all reports made by Invescos Chief Compliance Officer; (x)
reviewing and recommending to the independent trustees whether to approve procedures to investigate
matters brought to the attention of Invescos ombudsman; (xi) risk management oversight with
respect to the Funds and, in connection therewith, receiving and overseeing risk management reports
from Invesco Ltd. that are applicable to the Funds or their service providers; and (xii) overseeing
potential conflicts of interest that are reported to the Compliance Committee by Invesco, the Chief
Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year
ended August 31, 2012, the Compliance Committee held six meetings.
The members of the Governance Committee are Messrs. Arch, Crockett, Albert Dowden (Chair),
Jack Fields (Vice Chair), Carl Frischling, Dr. Prema Mathai-Davis and Hugo Sonnenschein. The
Governance Committee is responsible for: (i) nominating persons who will qualify as independent
trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that
are called to vote on the election of trustees, (b) appointment by the Board as trustees in
connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing
the size of the Board, and recommending to the Board whether the size of the Board shall be
increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of
the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v)
recommending persons to serve as members of each committee of the Board (other than the Compliance
Committee), as well as persons who shall serve as the chair and vice chair of each such committee;
(vi) reviewing and recommending the amount of compensation payable to the independent trustees;
(vii) overseeing the selection of
29
independent legal counsel to the independent trustees; (viii)
reviewing and approving the compensation paid to independent legal counsel to the independent
trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any,
to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or
logistical matters pertaining to the operations of the Board. During the fiscal year ended August
31, 2012, the Governance Committee held six meetings.
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 the Trusts bylaws
require that any shareholder of a Fund desiring to nominate a trustee for election at a shareholder
meeting must submit to the Trusts Secretary the nomination in writing not later than the close of
business on the later of the 90
th
day prior to such shareholder meeting or the tenth day
following the day on which public announcement is made of the shareholder meeting and not earlier
than the close of business on the 120
th
day prior to the shareholder meeting.
The members of the Investments Committee are Messrs. Arch, Bayley (Chair), Bunch (Vice Chair),
Crockett, Dammeyer, Dowden, Fields, Martin L. Flanagan, Frischling, Sonnenschein (Vice Chair),
Stickel, Philip A. Taylor, Wayne W. Whalen and Drs. Mathai-Davis (Vice Chair) and Soll. The
Investments Committees primary purposes are to: (i) assist the Board in its oversight of the
investment management services provided by Invesco Ltd. and the Sub-Advisers; and (ii) review all
proposed and existing advisory and sub-advisory arrangements for the Funds, and to recommend what
action the full Boards and the independent trustees take regarding the approval of all such
proposed arrangements and the continuance of all such existing arrangements. During the fiscal
year ended August 31, 2012, the Investments Committee held six meetings.
The Investments Committee has established three Sub-Committees. The Sub-Committees are
responsible for: (i) reviewing the performance, fees and expenses 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; (ii) reviewing with the applicable portfolio
managers from time to time the investment objective(s), policies, strategies and limitations of the
Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution
arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes
such action directly; (iv) being familiar with the registration statements and periodic shareholder
reports applicable to their Designated Funds; and (v) such other investment-related matters as the
Investments Committee may delegate to the Sub-Committee from time to time.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Dowden,
Fields, Frischling (Chair), Dr. Mathai-Davis, Sonnenschein (Vice-Chair) and Whalen. The primary
purposes of the Valuation, Distribution and Proxy Oversight Committee are: (a) to address issues
requiring action or oversight by the Board of the Invesco Funds (i) in the valuation of the Invesco
Funds portfolio securities consistent with the Pricing Procedures, (ii) in oversight of the
creation and maintenance by the principal underwriters of the Invesco Funds of an effective
distribution and marketing system to build and maintain an adequate asset base and to create and
maintain economies of scale for the Invesco Funds, (iii) in the review of existing distribution
arrangements for the Invesco Funds under Rule 12b-1 and Section 15 of the 1940 Act, and (iv) in the
oversight of proxy voting on portfolio securities of the Funds; and (b) to make regular reports to
the full Boards of the Invesco Funds.
The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard
to valuation, (i) developing an understanding of the valuation process and the Pricing Procedures,
(ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect
thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from
Invesco Ltd. regarding fair value determinations made pursuant to the Pricing Procedures by
Invescos internal valuation committee and making reports and recommendations to the full Board
with respect thereto, (iv) receiving the reports of Invescos internal valuation committee
requesting approval of any changes to pricing vendors or pricing methodologies as required by the
Pricing Procedures and the annual report of Invesco Ltd. evaluating the pricing vendors, approving
changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures, and
recommending annually the pricing vendors for approval by the full Board; (v) upon request of
Invesco, assisting Invescos internal valuation committee or the full Board in resolving particular
fair valuation issues; (vi) reviewing the reports described in the
30
Procedures for Determining the
Liquidity of Securities (the Liquidity Procedures) and other information from Invesco Ltd.
regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco Ltd. and
making reports and recommendations to the full Board with respect thereto, and (vii) overseeing
actual or potential conflicts of interest by investment personnel or others that could affect their
input or recommendations regarding pricing or liquidity issues; (b) with regard to distribution;
(b) with regard to distribution and marketing, (i) developing an understanding of mutual fund
distribution and marketing channels and legal, regulatory and market developments regarding
distribution, (ii) reviewing periodic distribution and marketing determinations and annual approval
of distribution arrangements and making reports and recommendations to the full Board with respect
thereto, and (iii) reviewing other information from the principal underwriters to the Invesco Funds
regarding distribution and marketing of the Invesco Funds and making recommendations to the full
Board with respect thereto; and (c) with regard to proxy voting, (i) overseeing the implementation
of the Proxy Voting Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy
Procedures) by Invesco Ltd. and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and
making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and
the Proxy Procedures and information provided by Invesco Ltd. and the Sub-Advisers regarding
industry developments and best practices in connection with proxy voting and making recommendations
to the full Board with respect thereto, and (iii) in implementing its responsibilities in this
area, assisting Invesco Ltd. in resolving particular proxy voting issues. The Valuation,
Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded the
Valuation Committee which existed prior to 2008. During the fiscal year ended August 31, 2012, the
Valuation, Distribution and Proxy Oversight Committee held six meetings.
Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and
(ii) on an aggregate basis, in all registered investment companies overseen by the trustee within
the Invesco Funds complex, is set forth in Appendix C.
Compensation
Each trustee who is not affiliated with Invesco is compensated for his or her services
according to a fee schedule that recognizes the fact that such trustee also serves as a trustee of
other Invesco Funds. Each such trustee receives a fee, allocated among the Invesco Funds for which
he or she serves as a trustee, that consists of an annual retainer component and a meeting fee
component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive
additional compensation for their services.
31
Information regarding compensation paid or accrued for each trustee of the Trust who was not
affiliated with Invesco during the year ended August 31, 2012 is found in Appendix D.
Retirement Plan For Trustees
The Trustees have adopted a retirement plan secured by the Funds for the Trustees who are not
affiliated with the Adviser. The Trustees also have adopted a retirement policy that permits each
non-Invesco-affiliated Trustee to serve until December 31 of the year in which the Trustee turns
75. A majority of the Trustees may extend from time to time the retirement date of a Trustee.
Annual retirement benefits are available from the Funds and/or the other Invesco Funds for
which a Trustee serves (each, a Covered Fund), for each Trustee who is not an employee or officer
of the Adviser, who either (a) became a Trustee prior to December 1, 2008, and who has at least
five years of credited service as a Trustee (including service to a predecessor fund) of a Covered
Fund, or (b) was a member of the Board of Trustees of a Van Kampen Fund immediately prior to June
1, 2010 (Former Van Kampen Trustee), and has at least one year of credited service as a Trustee
of a Covered Fund after June 1, 2010.
For Trustees other than Former Van Kampen Trustees, effective January 1, 2006, for
retirements after December 31, 2005, the retirement benefits will equal 75% of the Trustees annual
retainer paid to or accrued by any Covered Fund with respect to such Trustee during the
twelve-month period prior to retirement, including the amount of any retainer deferred under a
separate deferred compensation agreement between the Covered Fund and the Trustee. The amount of
the annual retirement benefit does not include additional compensation paid for Board meeting fees
or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board
committees, whether such amounts are paid directly to the Trustee or deferred. The annual
retirement benefit is payable in quarterly installments for a number of years equal to the lesser
of (i) sixteen years or (ii) the number of such Trustees credited years of service. If a Trustee
dies prior to receiving the full amount of retirement benefits, the remaining payments will be made
to the deceased Trustees designated beneficiary for the same length of time that the Trustee would
have received the payments based on his or her service or, if the Trustee has elected, in a
discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of death
or disability) to receive any retirement benefit. A Trustee may make an irrevocable election to
commence payment of retirement benefits upon retirement from the Board before age 72; in such a
case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1,
2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid
to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior
to retirement, including the amount of any retainer deferred under a separate deferred compensation
agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit
does not include additional compensation paid for Board meeting fees or compensation paid to the
Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts
are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly
installments for 10 years beginning after the later of the Former Van Kampen Trustees termination
of service or attainment of age 72 (or age 60 in the event of disability or immediately in the
event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of
retirement benefits, the remaining payments will be made to the deceased Trustees designated
beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June
1, 2010, the retirement benefit will be payable at the applicable time described in the preceding
paragraph, but will be paid in two components successively. For the period of time equal to the
Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of
the annual retirement benefit will equal 75% of the compensation amount described in the preceding
paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of
credited service after June 1, 2010, the second component of the annual retirement benefit will
equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over
(y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010
through the first day of each year for which payments under this second component are to be made.
In no event, however, will the retirement benefits under the two components be made for a period of
time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of
credited service after June 1, 2010, he or she will
32
receive 7 years of payments under the first
component and thereafter 3 years of payments under the second component, and if the Former Van
Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4
years of payments under the first component and thereafter 4 years of payments under the second
component.
Deferred Compensation Agreements
Edward K. Dunn (a former Trustee of funds in the Invesco Funds complex), Messrs. Crockett,
Fields and Frischling, and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the
Deferring Trustees) have each executed a Deferred Compensation Agreement (collectively, the
Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have
the option to elect to defer receipt of up to 100% of their compensation payable by the Funds, and
such amounts are placed into a deferral account and deemed to be invested in one or more Invesco
Funds selected by the Deferring Trustees.
Distributions from these deferral accounts will be paid in cash, generally in equal quarterly
installments over a period of up to ten (10) years (depending on the Compensation Agreement)
beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior
to the distribution of amounts in his or her deferral account, the balance of the deferral account
will be distributed to his or her designated beneficiary. The Compensation Agreements are not
funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring
Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from
which they are deferring compensation.
The Trustees have adopted a retirement plan secured by the Funds for the Trustees who are not
affiliated with the Adviser. The Trustees also have adopted a retirement policy that permits each
non-Invesco-affiliated Trustee to serve until December 31 of the year in which the Trustee turns
75. A majority of the Trustees may extend from time to time the retirement date of a Trustee.
33
Purchase of Class A Shares of the Funds at Net Asset Value
The Trustees and other affiliated persons of the Trust may purchase Class A shares of the
Invesco Funds without paying an initial sales charge. Invesco Distributors permits such purchases
because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in
relatively low expenses of distribution. For a complete description of the persons who will not
pay an initial sales charge on purchases of Class A shares of the Invesco Funds, see Appendix J -
Purchase, Redemption and Pricing of Shares Purchase and Redemption of Shares Purchases of Class
A Shares, Class A2 Shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free
Intermediate Fund and Invesco Cash Reserve Shares of Invesco Money Market Fund Purchases of Class
A Shares at Net Asset Value.
Code of Ethics
Invesco, the Trust, Invesco Distributors and the Sub-Advisers each have adopted a Code of
Ethics that applies to all Invesco Fund trustees and officers, and employees of Invesco, the
Sub-Advisers and their affiliates, and governs, among other things, the personal trading activities
of all such persons. Unless specifically noted, each Sub-Advisers Codes of Ethics do not
materially differ from Invesco Code of Ethics discussed below. The Code of Ethics is intended to
address conflicts of interest with the Trust that may arise from personal trading, including
personal trading in most of the Invesco Funds. Personal trading, including personal trading
involving securities that may be purchased or held by an Invesco Fund, is permitted under the Code
of Ethics subject to certain restrictions; however, employees are required to pre-clear security
transactions with the Compliance Officer or a designee and to report transactions on a regular
basis.
Proxy Voting Policies
Invesco is comprised of two business divisions, Invesco Aim and Invesco Institutional, each of
which have adopted their own specific Proxy Voting Policies. The Board has delegated responsibility
for decisions regarding proxy voting for securities held by each Fund to the following
Adviser/Sub-Adviser(s), including as appropriate, separately to the named division of the Adviser:
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Fund
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Adviser/Sub-Adviser
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Premier Portfolio
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Invesco Institutional a division of Invesco
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Premier Tax-Exempt Portfolio
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Invesco Institutional a division of Invesco
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Premier U.S. Government Money Portfolio
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Invesco Institutional a division of Invesco
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Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy policies
and procedures, as outlined above, which have been reviewed and approved by the Board, and which
are found in Appendix E. Any material changes to the proxy policies and procedures will be
submitted to the Board for approval. The Board will be supplied with a summary quarterly report of
each Funds proxy voting record. Information regarding how the Funds voted proxies related to
their portfolio securities during the 12 months ended June 30, 2012, is available without charge at
our web site, www.invesco.com/
us
. This information is also available at the SEC Web site,
www.sec.gov.
34
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of the Funds shares by beneficial or record
owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder
who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to control that
Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
Invesco serves as the Funds investment adviser. The Adviser managers the investment
operations of the Funds as well as other investment portfolios that encompass a broad range of
investment objectives, and has agreed to perform or arrange for the performance of the Funds
day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has
been an investment adviser since 1976. Invesco Advisers, Inc. is an indirect, wholly owned
subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment
management group. Certain of the directors and officers of Invesco are also executive officers of
the Trust and their affiliations are shown under Management Information herein.
As investment adviser, Invesco supervises all aspects of the Funds operations and provides
investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and
financial information to formulate and implement investment programs for the Funds. The Master
Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its
responsibilities, Invesco may engage the services of other investment managers with respect to one
or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is
free to render investment advisory services to others, including other investment companies.
Pursuant to an administrative services agreement with the Funds, Invesco is also responsible
for furnishing to the Funds, at Invescos expense, the services of persons believed to be competent
to perform all supervisory and administrative services required by the Funds, which in the judgment
of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as
well as the offices, equipment and other facilities necessary for their operations. Such functions
include the maintenance of each Funds accounts and records, and the preparation of all requisite
corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of
such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes,
legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs,
expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and
qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of
preparing and distributing reports and notices to shareholders, the fees and other expenses
incurred by the Trust on behalf of each Fund in connection with membership in investment company
organizations, and the cost of printing copies of prospectuses and statements of additional
information distributed to the Funds shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco
furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series
of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each
Fund calculated at the annual rates indicated in the second column below, based on the average
daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based
on the relative net assets of each class.
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Fund
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Net Assets
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Annual Rate
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Premier Portfolio
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All Assets
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0.25
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%
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Premier Tax-Exempt Portfolio
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All Assets
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0.25
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%
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Premier U.S. Government Money Portfolio
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All Assets
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0.25
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%
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35
Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions
may be rescinded at any time without further notice to investors. During periods of voluntary fee
waivers or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the
end of the respective fiscal year in which the voluntary fee waiver or reduction was made.
Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be
terminated or amended to the Funds detriment during the period stated in the agreement between
Invesco and the Fund.
Invesco has contractually agreed through at least December 31, 2013 to waive management fees
equal to 0.07% of Premier Portfolios and Premier U.S. Government Money Portfolios average daily
net assets. Such contractual fee waivers or reductions are set forth in the Fee Table to the Funds
Prospectus and may not be terminated or amended to either Funds detriment during the period stated
in the agreement between Invesco and such Funds without the prior approval of the Board.
The management fees payable by each Fund, the amounts waived by Invesco and the net fees paid
by each Fund for the last three fiscal years ended August 31 are found in Appendix G.
Investment Sub-Advisers
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as
sub-advisers to each Fund other than Premier U.S. Government Money Portfolio, pursuant to which
these affiliated sub-advisers may be appointed by Invesco from time to time to provide
discretionary investment management services, investment advice, and/or order execution services to
the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under
the Investment Advisers Act of 1940 are:
Invesco Asset Management Deutschland Gmbh (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco Canada Ltd. (Invesco Canada); (each a Sub-Adviser and collectively, the
Sub-Advisers).
Invesco and each Sub-Adviser are indirect wholly owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers under the Sub-Advisory Agreement are for providing
discretionary investment management services. For such services, Invesco will pay each Sub-Adviser
a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco
receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to
which such Sub-Adviser shall have provided discretionary investment management services for that
month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory
Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense
limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate
monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the monthly
compensation that Invesco receives from the Trust pursuant to its advisory agreement with the
Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by
Invesco, if any.
Securities Lending Arrangements
If a Fund engages in securities lending, Invesco will provide the Fund investment advisory
services and related administrative services. The Advisory Agreement describes the administrative
services to be rendered by Invesco if a Fund engages in securities lending activities, as well as
the compensation Invesco may receive for such administrative services. Services to be provided
include: (a) overseeing participation in the securities lending program to ensure compliance with
all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or
principal (the agent) in determining which specific securities are available for loan;
(c) monitoring the agent to ensure that securities loans are effected in accordance with Invescos
instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports
for, and seeking appropriate approvals from, the Board with respect to securities lending
activities; (e) responding to agent inquiries; and (f) performing such other duties as may be
necessary.
36
Invescos compensation for advisory services rendered in connection with securities lending is
included in the advisory fee schedule. As compensation for the related administrative services
Invesco will provide, a lending Fund will pay Invesco a fee equal to 25% of the net monthly
interest or fee income retained or paid to the Fund from such activities. Invesco currently waives
such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such
fee.
Marketing Support and Administrative Support Payments
Invesco, Invesco Distributors, or one of their affiliates (Invesco Affiliates) may, from
time to time, at their expense out of their own financial resources make cash payments to financial
intermediaries that sell shares of the Invesco Funds or provide promotional and/or sales support on
behalf of Invesco and Invesco Distributors, with respect to the Invesco Funds. Financial
intermediaries receiving marketing support payments may agree to provide a variety of services and
activities that benefit Invesco and its affiliates, such as including the Invesco Funds on a
preferred or select sales list or in other sales programs, providing access to the financial
intermediaries registered representatives, providing assistance in training and education of
personnel, providing marketing support, and other services. In addition, Invesco Affiliates may,
from time to time, at their expense out of their own financial resources make cash payments to
financial intermediaries that provide administrative services to their customers. These
administrative support payments may be made for recordkeeping, sub-accounting, sub-transfer agency,
shareholder processing and similar services.
Marketing and administrative support payments are in addition to any fees paid by an Invesco
Fund, including Rule 12b-1 fees. Marketing and administrative support payments, whether a fixed
payment or calculated as a percentage of assets attributable to a financial intermediary in a given
Invesco Fund, may be different for different financial intermediaries, and shall not exceed 0.25%
of the average daily net assets of all shares attributable to the financial intermediary in any
Invesco Fund during a particular period. Moreover, where financial intermediaries provide services
to the Invesco Funds or an Invesco Affiliate, the costs of providing the services and the package
of services provided may differ. The Invesco Affiliates do not make an independent assessment of
the cost of such services. A list of financial intermediaries to whom Invesco Affiliates paid
marketing and/or administrative support payments during the 2005 and/or 2006 calendar years is
attached hereto as Appendix H. This list may not be current and changes over time.
These payments could be significant to the financial intermediaries and may create an
incentive for a financial intermediary to recommend or sell shares of the Invesco Funds to its
customers, thereby increasing the assets in the Invesco Funds. Please contact your financial
intermediary for details about any payments they or their firm may receive in connection with the
sale of Fund shares or the provision of services to the Funds.
Service Agreements
Administrative Services Agreement.
Invesco and the Trust have entered into a Master
Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may
perform or arrange for the provision of certain accounting and other administrative services to
each Fund which are not required to be performed by Invesco under the Advisory Agreement. The
Administrative Services Agreement provides that it will remain in effect and continue from year to
year only if such continuance is specifically approved at least annually by the Board, including
the independent trustees, by votes cast in person at a meeting called for such purpose. The
Administrative Services Agreement provides that Invesco will not charge the Funds any fees for such
services. Prior to February 25, 2005, Invesco charged the Premier U.S. Government Money Portfolio
fees under the Administrative Services Agreement.
Other Service Providers
Transfer Agent
.
Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway
Plaza, Suite 1000, Houston, Texas 77046-1173, a wholly owned subsidiary of Invesco Ltd., is the
Trusts transfer agent.
The Transfer Agency and Service Agreement (the TA Agreement) between the Trust and Invesco
Investment Services provides that Invesco Investment Services will perform certain services related
to the
37
servicing of shareholders of The TA Agreement provides that Invesco Investment Services will
not charge the Funds any fees for such services. Prior to February 25, 2005, Invesco Investment
Services charged the Premier U.S. Government Money Portfolio fees under the TA Agreement.
Sub-Transfer Agent.
Invesco Canada, 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a
wholly owned, indirect subsidiary of Invesco Ltd. provides services to the Trust as a sub-transfer
agent, pursuant to an agreement between Invesco Canada and Invesco Investment Services. The Trust
does not pay a fee to Invesco Canada for these services. Rather Invesco Canada is compensated by
Invesco Investment Services, as a sub-contractor.
Custodian.
The Bank of New York Mellon (the Custodian), 2 Hanson Place, Brooklyn, New York
11217-1431, is custodian of all securities and cash of the Funds.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the
Funds, administers the purchases and sales of portfolio securities, collects interest and dividends
and other distributions made on the securities held in the portfolios of the Funds and performs
other ministerial duties. These services do not include any supervisory function over management or
provide any protection against any possible depreciation of assets.
Independent Registered Public Accounting Firm
.
The Funds independent registered public
accounting firm is responsible for auditing the financial statements of the Funds. The Audit
Committee of the Board has appointed PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900,
Houston, Texas 77002, as the independent registered public accounting firm to audit the financial
statements of the Funds. Such appointment was ratified and approved by the Board.
Counsel to the Trust
.
Legal matters for the Trust have been passed upon by Stradley Ronon
Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, PA 19103-7018.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage
allocation and other trading practices. If all or a portion of a Funds assets are managed by one
or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by
the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage
allocation procedures do not materially differ from Invescos procedures.
Brokerage Transactions
Placing trades generally involves acting on portfolio manager instructions to buy or sell a
specified amount of portfolio securities, including selecting one or more third-party
broker-dealers to execute the trades, and negotiating commissions and spreads. Various Invesco Ltd.
subsidiaries have created a global equity trading desk. The global equity trading desk has
assigned local traders in three regions to place equity securities trades in their regions. The
Atlanta trading desk of Invesco (the Americas Desk) generally places trades of equity securities
in Canada, the U.S., Mexico and Brazil; the Hong Kong desk of Invesco Hong Kong (the Hong Kong
Desk) generally places trades of equity securities in Australia, China, Hong Kong, Indonesia,
Japan, Korea, Malaysia, New Zealand, the Philippines, Singapore, Taiwan, Thailand, and other far
Eastern countries; and the London trading desk of Invesco Global Investment Funds Limited (the
London Desk) generally places trades of equity securities in European Economic Area markets, Egypt,
Israel, Russia, South Africa, Switzerland, Turkey, and other European countries. Invesco, Invesco
Deutschland and Invesco Hong Kong use the global equity trading desk to place equity trades. Other
Sub-Advisers may use the global equity trading desk in the future. The trading procedures for the
Americas Desk, the Hong Kong Desk and the London Desk are similar in all material respects.
References in the language below to actions by Invesco or a Sub-Adviser (other than Invesco
Canada or Invesco Japan) making determinations or taking actions related to equity trading include
these entities delegation of these determinations/actions to the Americas Desk, the Hong Kong
Desk, and the London Desk. Even when trading is delegated by Invesco or the Sub-Advisers to the
38
various arms of the global equity trading desk, Invesco or the Sub-Advisers that delegate trading
is responsible for oversight of this trading activity.
Invesco or the Sub-Advisers make decisions to buy and sell securities for each Fund, selects
broker-dealers (each, a Broker), effects the Funds investment portfolio transactions, allocates
brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on
transactions. Invescos and the Sub-Advisers primary consideration in effecting a security
transaction is to obtain best execution, which is defined as prompt and efficient execution of the
transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which
are reasonable in relation to the value of the brokerage services provided by the Broker. While
Invesco or the Sub-Advisers seek reasonably competitive commission rates, the Funds may not pay the
lowest commission or spread available. See Broker Selection below.
Some of the securities in which the Funds invest are traded in over-the-counter markets.
Portfolio transactions in such markets may be affected on a principal basis at net prices without
commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or
on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker,
including electronic communication networks. Purchases of underwritten issues, which include
initial public offerings and secondary offerings, include a commission or concession paid by the
issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made
directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets
outside the United States. In recent years many overseas stock markets have adopted a system of
negotiated rates; however, a number of markets maintain an established schedule of minimum
commission rates.
In some cases, Invesco may decide to place trades on a blind principal bid basis, which
involves combining all trades for one or more portfolios into a single basket, and generating a
description of the characteristics of the basket for provision to potential executing brokers.
Based on the trade characteristics information provided by Invesco, these brokers submit bids for
executing all of the required trades at the market close price for a specific commission. Invesco
generally selects the broker with the lowest bid to execute these trades.
Commissions
During the last three fiscal years ended August 31, none of the Funds paid brokerage
commissions.
The Funds may engage in certain principal and agency transactions with banks and their
affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided
the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In
addition, a Fund may purchase or sell a security from or to certain other Invesco Funds or other
accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures
adopted by the Boards of the various Invesco Funds, including the Trust. These inter-fund
transactions do not generate brokerage commissions but may result in custodial fees or taxes or
other related expenses.
Broker Selection
Invescos or the Sub-Advisers primary consideration in selecting Brokers to execute portfolio
transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio
transaction in equity securities for a Fund, Invesco or the Sub-Advisers consider the full range
and quality of a Brokers services, including the value of research and/or brokerage services
provided, execution capability, commission rate, and willingness to commit capital, anonymity and
responsiveness. Invescos and the Sub-Advisers primary consideration when selecting a Broker to
execute a portfolio transaction in fixed income securities for a Fund is the Brokers ability to
deliver or sell the relevant fixed income securities; however, Invesco and the Sub-Advisers will
also consider the various factors listed above. In each case, the determinative factor is not the
lowest commission or spread available but whether the transaction represents the best qualitative
execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based upon their
promotion or sale of Fund shares.
39
In choosing Brokers to execute portfolio transactions for the Funds, Invesco or the
Sub-Advisers may select Brokers that are not affiliated with Invesco that provide brokerage and/or
research services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco
and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of
1934, as amended, provides that Invesco or the Sub-Adviser, under certain circumstances, lawfully
may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1),
Invesco or the Sub-Advisers must make a good faith determination that the commissions paid are
reasonable in relation to the value of the brokerage and research services provided ... viewed in
terms of either that particular transaction or [Invescos or the Sub-Advisers] overall
responsibilities with respect to the accounts as to which [it] exercises investment discretion.
The services provided by the Broker also must lawfully and appropriately assist Invesco or the
Sub-Advisers in the performance of its investment decision-making responsibilities. Accordingly, a
Fund may pay a Broker commissions higher than those available from another Broker in recognition of
the Brokers provision of Soft Dollar Products to Invesco or the Sub-Advisers.
Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades
to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able
to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar
Products, which reduces Invescos or the Sub-Advisers expenses to the extent that Invesco or the
Sub-Advisers would have purchased such products had they not been provided by Brokers. Section
28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any
account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Advisers) may
generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco
Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing
the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit
directly from the product. Invesco or the Sub-Advisers may not use all of the Soft Dollar Products
provided by Brokers through which a Fund effects securities transactions in connection with
managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization:
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar
Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used
to manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and
other equity client accounts managed by Invesco. In other words, certain fixed income Invesco
Funds are cross-subsidized by the equity Invesco Funds in that the fixed income Invesco Funds
receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other
accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products
services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of
interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar
Products only if Invesco or the Sub-Advisers conclude that the Broker supplying the product is
capable of providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis;
other Soft Dollar Products are available only through Brokers in exchange for soft dollars.
Invesco and the Sub-Advisers use soft dollars to purchase two types of Soft Dollar Products:
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proprietary research created by the Broker executing the trade, and
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other products created by third parties that are supplied to Invesco or the
Sub-Advisers through the Broker executing the trade.
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Proprietary research consists primarily of traditional research reports, recommendations and
similar materials produced by the in-house research staffs of broker-dealer firms. This research
includes evaluations and recommendations of specific companies or industry groups, as well as
analyses of general economic and market conditions and trends, market data, contacts and other
related information and assistance. Invesco periodically rates the quality of proprietary research
produced by various Brokers. Based on the evaluation of the quality of information that Invesco
receives from each Broker,
40
Invesco develops an estimate of each Brokers share of Invesco clients
commission dollars and attempts to direct trades to these firms to meet these estimates.
Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that
are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers
who step in to a transaction and receive a portion of the brokerage commission for the trade.
Invesco or the Sub-Advisers may from time to time instruct the executing Broker to allocate or
step out a portion of a transaction to another Broker. The Broker to which Invesco or the
Sub-Advisers have stepped out would then settle and complete the designated portion of the
transaction, and the executing Broker would settle and complete the remaining portion of the
transaction that has not been stepped out. Each Broker may receive a commission or brokerage fee
with respect to that portion of the transaction that it settles and completes.
Soft Dollar Products received from Brokers supplement Invescos and or the Sub-Advisers own
research (and the research of certain of its affiliates), and may include the following types of
products and services:
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Database Services comprehensive databases containing current and/or historical
information on companies and industries and indices. Examples include historical
securities prices, earnings estimates and financial data. These services may include
software tools that allow the user to search the database or to prepare value-added
analyses related to the investment process (such as forecasts and models used in the
portfolio management process).
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Quotation/Trading/News Systems products that provide real time market data
information, such as pricing of individual securities and information on current
trading, as well as a variety of news services.
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Economic Data/Forecasting Tools various macro economic forecasting tools, such as
economic data or currency and political forecasts for various countries or regions.
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Quantitative/Technical Analysis software tools that assist in quantitative and
technical analysis of investment data.
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Fundamental/Industry Analysis industry specific fundamental investment research.
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Other Specialized Tools other specialized products, such as consulting analyses,
access to industry experts, and distinct investment expertise such as forensic
accounting or custom built investment-analysis software.
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If Invesco or the Sub-Advisers determine that any service or product has a mixed use (i.e., it
also serves functions that do not assist the investment decision-making or trading process),
Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its
reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers
only for the portion of the service or product that Invesco or the Sub-Advisers determine assists
it in the investment decision-making or trading process and will pay for the remaining value of the
product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used
by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of
securities and other matters than Invescos or the Sub-Advisers staff follow. In addition, such
services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some
Brokers may indicate that the provision of research services is dependent upon the generation of
certain specified levels of commissions and underwriting concessions by Invescos or the
Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to
deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft
Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar
Products may be obtainable from alternative sources in return for cash payments. Invesco and the
Sub-Advisers believe that because Broker research supplements rather than replaces Invescos or the
Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or
the Sub-Advisers investment advice. The advisory fee paid by the Funds is not reduced because
Invesco or the Sub-Advisers receive such services. To the extent the
41
Funds portfolio transactions
are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might
exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various
Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco
determines target levels based upon the following factors, among others: (1) the execution
services provided by the Broker; and (2) the research services provided by the Broker. Portfolio
transactions may be effected through Brokers that recommend the Funds to their clients, or that act
as agent in the purchase of a Funds shares for their clients, provided that Invesco or the
Sub-Advisers believe such Brokers provide best execution and such transactions are executed in
compliance with Invescos policy against using directed brokerage to compensate Brokers for
promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a
binding commitment with Brokers to place trades with such Brokers involving brokerage commissions
in precise amounts.
Directed Brokerage (Research Services)
Directed brokerage (research services) paid by each of the Funds during the last fiscal year
ended August 31, 2012 are found in Appendix I.
Affiliated Transactions
Invesco may place trades with Invesco Capital Markets, Inc. (ICMI), a broker-dealer with whom
it is under common control, provided Invesco determines that the affiliates trade execution
abilities and costs are at least comparable to those of non-affiliated brokerage firms with which
Invesco could otherwise place similar trades. VKFI receives brokerage commissions in connection
with effecting trades for the Funds and, therefore, use of VKFI presents a conflict of interest for
Invesco. Trades placed through VKFI, including the brokerage commissions paid to VKFI, are subject
to procedures adopted by the Boards of the various Invesco Funds, including the Trust.
Regular Brokers
Information concerning the Funds acquisition of securities of their Brokers during the last
fiscal year ended August 31, 2012 is found in Appendix I.
Allocation of Portfolio Transactions
Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these
accounts may have investment objectives similar to the Funds. Occasionally, identical securities
will be appropriate for investment by one of the Funds and by another Fund or one or more other
accounts. However, the position of each account in the same security and the length of time that
each account may hold its investment in the same security may vary. Invesco and the Sub-Adviser
will also determine the timing and amount of purchases for an account based on its cash position.
If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and
one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Adviser
will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata
basis based on order size or in such other manner believed by Invesco to be fair and equitable.
Invesco or the Sub-Adviser may combine transactions in accordance with applicable laws and
regulations to obtain the most favorable execution. Simultaneous transactions could, however,
adversely affect a Funds ability to obtain or dispose of the full amount of a security which it
seeks to purchase or sell.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Please refer to Appendix J for information on Purchase, Redemption and Pricing of Shares.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
Dividends and Distributions
The following discussion of dividends and distributions should be read in connection with the
applicable sections in the Prospectus.
42
All dividends and distributions will be automatically reinvested in additional shares of the
same class of a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to
receive such dividends and distributions in cash or that they be invested in shares of another
Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption
Purchasing Shares Automatic Dividend and Distribution Investment. Such dividends and
distributions will be reinvested at the net asset value per share determined on the ex-dividend
date.
The Fund calculates income dividends and capital gain distributions the same way for each
class. The amount of any income dividends per share will differ, however, generally due to any
differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as
any other expenses attributable to a particular class (Class Expenses). Class Expenses, including
distribution plan expenses, must be allocated to the class for which they are incurred consistent
with applicable legal principles under the 1940 Act.
In the event the Fund incurs or anticipates any unusual expense, loss or depreciation in the
value of a portfolio investment that would adversely affect the net asset value per share of the
Fund or the net income per share of a class of the Fund for a particular period, the Board would at
that time consider whether to adhere to the present dividend policy described above or to revise it
in light of then prevailing circumstances. For example, if the net asset value per share of the
Fund was reduced or was anticipated to be reduced below $1.00, the Board might suspend further
dividend payments on shares of the Fund until the net asset value returns to $1.00. Thus, such
expense, loss or depreciation might result in a shareholder receiving no dividends for the period
during which it held shares of the Fund and/or its receiving upon redemption a price per share
lower than that which it paid.
Tax Matters
The following is a summary of certain additional tax considerations generally affecting the
Fund and its shareholders that are not described in the Prospectus. No attempt is made to present
a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion
here and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Matters section is based on the Code and applicable regulations in effect on the
date of this SAI. Future legislative, regulatory or administrative changes, including provisions
of current law that sunset and thereafter no longer apply, or court decisions may significantly
change the tax rules applicable to the Fund and its shareholders. Any of these changes or court
decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their
own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Fund
. The Fund has elected and intends to qualify (or, if newly organized,
intends to elect and qualify) each year as a regulated investment company (sometimes referred to
as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund
qualifies, the Fund will not be subject to federal income tax on the portion of its investment
company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains
and other taxable ordinary income net of expenses without regard to the deduction for dividends
paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term
capital losses) that it distributes to shareholders.
Qualification as a regulated investment company
. In order to qualify for treatment as a
regulated investment company, the Fund must satisfy the following requirements:
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Distribution Requirement
¾
the Fund must distribute an amount equal to the sum of
at least 90% of its investment company taxable income and 90% of its net tax-exempt income,
if any, for the tax year (certain distributions made by the Fund after the close of its tax
year are considered distributions attributable to the previous tax year for purposes of
satisfying this requirement).
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Income Requirement
¾
the Fund must derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, and gains from the
sale or other disposition of stock, securities or foreign currencies, or other income
(including, but not limited to, gains from options, futures or forward contracts) derived
from its business of investing in such
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43
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stock, securities or currencies and net income
derived from qualified publicly traded partnerships (QPTPs).
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Asset Diversification Test
¾
the Fund must satisfy the following asset
diversification test at the close of each quarter of the Funds tax year: (1) at least 50%
of the value of the Funds assets must consist of cash and cash items, U.S. Government
securities, securities of other regulated investment companies, and securities of other
issuers (as to which the Fund has not invested more than 5% of the value of the Funds
total assets in securities of an issuer and as to which the Fund does not hold more than
10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the
value of the Funds total assets may be invested in the securities of any one issuer (other
than U.S. Government securities and securities of other regulated investment companies) or
of two or more issuers which the Fund controls and which are engaged in the same or similar
trades or businesses, or, collectively, in the securities of QPTPs.
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In some circumstances, the character and timing of income realized by the Fund for purposes of
the Income Requirement or the identification of the issuer for purposes of the Asset
Diversification Test is uncertain under current law with respect to a particular investment, and an
adverse determination or future guidance by IRS with respect to such type of investment may
adversely affect the Funds ability to satisfy these requirements. See Tax Treatment of Portfolio
Transactions with respect to the application of these requirements to certain types of
investments. In other circumstances, the Fund may be required to sell portfolio holdings in order
to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may
have a negative impact on the Funds income and performance. In lieu of potential
disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the Asset
Diversification Test or Income Requirement, which, in general, are limited to those due to
reasonable cause and not willful neglect.
The Fund may use equalization accounting (in lieu of making some cash distributions) in
determining the portion of its income and gains that has been distributed. If the Fund uses
equalization accounting, it will allocate a portion of its undistributed investment company taxable
income and net capital gain to redemptions of Fund shares and will correspondingly reduce the
amount of such income and gains that it distributes in cash. However, the Fund intends to make
cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the
Distribution Requirement without taking into account its use of equalization accounting. If the
IRS determines that the Funds allocation is improper and that the Fund has under-distributed its
income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year the Fund does not qualify as a regulated investment company, all of
its taxable income (including its net capital gain) would be subject to tax at regular corporate
rates without any deduction for dividends paid to shareholders, and the dividends would be taxable
to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of
the Funds current and accumulated earnings and profits. Failure to qualify as a regulated
investment company thus would have a negative impact on the Funds income and performance.
Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or
Asset Diversification Test which, in general, are limited to those due to reasonable cause and not
willful neglect, it is possible that the Fund will not qualify as a regulated investment company
in any given tax year. Even if such savings provisions apply, the Fund may be subject to a
monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the
qualification of the Fund as a regulated investment company if it determines such a course of
action to be beneficial to shareholders.
Capital loss carryovers
. The capital losses of the Fund, if any, do not flow through to
shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to
offset its capital gains without being required to pay taxes on or distribute to shareholders such
gains that are offset by the losses. Under the Regulated Investment Company Modernization Act of
2010 (RIC Mod Act), if the Fund has a net capital loss (that is, capital losses in excess of
capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the
Funds net short-term capital losses over its net long-term capital gains is treated as a
short-term capital loss arising on the first day of the Funds next taxable year, and the excess
(if any) of the Funds net long-term capital losses over its net short-term capital gains is
treated as a long-term capital loss arising on the first day of the Funds next taxable year. Any
such net capital losses of the Fund that are not used to offset capital gains may be
44
carried
forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable
years. However, for any net capital losses realized in taxable years of the Fund beginning on or
before December 22, 2010, the Fund is permitted to carry forward such capital losses for eight
years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable
year beginning after December 22, 2010 must be used before capital losses realized in a prior
taxable year. The amount of capital losses that can be carried forward and used in any single year
is subject to an annual limitation if there is a more than 50% change in ownership of the Fund.
An ownership change generally results when shareholders owning 5% or more of the Fund increase
their aggregate holdings by more than 50% over a three-year look-back period. An ownership change
could result in capital loss carryovers being used at a slower rate (or, in the case of those
realized in taxable years of the Fund beginning on or before December 22, 2010, to expire), thereby
reducing the Funds ability to offset capital gains with those losses. An increase in the amount of
taxable gains distributed to the Funds shareholders could result from an ownership change. The
Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the
normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free
reorganization with another fund. Moreover, because of circumstances beyond the Funds control,
there can be no assurance that the Fund will not experience, or has not already experienced, an
ownership change.
Deferral of late year losses
. The Fund may elect to treat part or all of any qualified late
year loss as if it had been incurred in the succeeding taxable year in determining the Funds
taxable income, net capital gain, net short-term capital gain, and earnings and profits. The
effect of this election is to treat any such qualified late year loss as if it had been incurred
in the succeeding taxable year, which may change the timing, amount, or characterization of Fund
distributions (see, Taxation of Fund Distributions Capital gain dividends below). A
qualified late year loss includes:
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(i)
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any net capital loss, net long-term capital loss, or net short-term capital
loss incurred after October 31 of the current taxable year (post-October losses), and
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(ii)
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the excess, if any, of (1) the sum of (a) specified losses incurred after
October 31 of the current taxable year, and (b) other ordinary losses incurred after
December 31 of the current taxable year, over (2) the sum of (a) specified gains
incurred after October 31 of the current taxable year, and (b) other ordinary gains
incurred after December 31 of the current taxable year.
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The terms specified losses and specified gains mean ordinary losses and gains from the
sale, exchange, or other disposition of property (including the termination of a position with
respect to such property), foreign currency losses and gains, and losses and gains resulting from
holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is
in effect. The terms ordinary losses and ordinary gains mean other ordinary losses and gains
that are not described in the preceding sentence. Special rules apply to a Fund with a fiscal year
ending in November or December that elects to use its taxable year for determining its capital gain
net income for excise tax purposes.
Federal excise tax
. To avoid a 4% non-deductible excise tax, the Fund must distribute by
December 31 of each year an amount equal to: (1) 98% of its ordinary income for the calendar year,
(2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital
assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of
such calendar year (or, at the election of a regulated investment company having a taxable year
ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed
ordinary income and capital gain net income. The Fund may elect to defer to the following year any
net ordinary loss incurred for the portion of the calendar year which is after the beginning of the
Funds taxable year. Also, the Fund will defer any specified gain or specified loss which
would be properly taken into account for the portion of the calendar after October 31. Any net
ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1
of the following calendar year. Generally, the Fund may make sufficient distributions to avoid
liability for federal income and excise tax, but can give no assurances that all or a portion of
such liability will be avoided. In addition, under certain circumstances temporary timing
45
or
permanent differences in the realization of income and expense for book and tax purposes can result
in the Fund having to pay an excise tax.
Foreign income tax
. Investment income received by the Fund from sources within foreign
countries may be subject to foreign income tax withheld at the source, and the amount of tax
withheld generally will be treated as an expense of the Fund. The United States has entered into
tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption
from, tax on such income. Some countries require the filing of a tax reclaim or other forms to
receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim
is within the control of the individual country. Information required on these forms may not be
available such as shareholder information; therefore, the Fund may not receive the reduced treaty
rates or potential reclaims. Other countries have conflicting and changing instructions and
restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or
potential reclaims. Other countries may subject capital gains realized by the Fund on sale or
disposition of securities of that country to taxation. It is impossible to determine the effective
rate of foreign tax in advance since the amount of the Funds assets to be invested in various
countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign
tax credits to shareholders, although it reserves the right not to do so.
Taxation of Fund Distributions (All Funds).
The Fund anticipates distributing substantially
all of its investment company taxable income and net capital gain for each taxable year.
Distributions by the Fund will be treated in the manner described regardless of whether such
distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund).
The Fund will send you information annually as to the federal income tax consequences of
distributions made (or deemed made) during the year.
Distributions of ordinary income
. The Fund receives income generally in the form of interest
on its investments. The Fund may also recognize ordinary income from other sources, including, but
not limited to, certain gains on foreign currency-related transactions. The Fund also may
distribute to you any market discount and net short-term capital gains from the sale of its
portfolio securities. This income, less expenses incurred in the operation of the Fund, constitutes
the Funds net investment income from which dividends may be paid to you. If you are a taxable
investor, distributions of net investment income generally are taxable as ordinary income to the
extent of the Funds earnings and profits. None of the dividends paid by the Fund will qualify for
the dividends received deduction in the case of corporate shareholders or as qualified dividend
income subject to reduced rates of taxation in the case of non-corporate shareholders.
Capital gain dividends
. Taxes on distributions of capital gains are determined by how long
the Fund owned the investments that generated them, rather than how long a shareholder has owned
his or her shares. In general, the Fund will recognize long-term capital gain or loss on the sale
or other disposition of assets it has owned for more than one year, and short-term capital gain or
loss on investments it has owned for one year or less. Distributions of net capital gain (the
excess of net long-term capital gain over net short-term capital loss) that are properly reported
by the Fund to shareholders as capital gain dividends generally will be taxable to a shareholder
receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to
individuals are taxed at the maximum rate of 15% or 25% (through 2012) depending on the nature of
the capital gain. These reduced rates for long-term capital gains are presently scheduled to
sunset on December 31, 2012, unless extended or made permanent. If these rates sunset, long-term
capital gains will again be taxed at the maximum rate of 20% or 25%, effective for 2013 and later
years.
Distributions of net short-term capital gains for a taxable year in excess of net
long-term capital losses for such taxable year generally will be taxable to a shareholder receiving
such distributions as ordinary income. The Fund does not expect to realize any long-term capital
gains and losses.
Qualified dividend income for individuals
. Because the income of the Fund primarily is derived
from investments earning interest rather than dividend income, generally none of the Funds income
dividends will be qualified dividend income eligible for taxation at capital gain rates. These
reduced rates for qualified dividends will no longer apply to dividends paid by a Fund after
December 31, 2012, unless this provision is extended, possibly retroactively to January 1, 2013, or
made permanent.
Corporate dividends-received deduction.
Because the income of the Fund primarily is derived
from investments earning interest rather than dividend income, generally none of its income
dividends will be eligible for the corporate dividends-received deduction.
46
Maintaining a $1 share price.
Gains and losses on the sale of portfolio securities and
unrealized appreciation or depreciation in the value of these securities may require the Fund to
adjust its dividends to maintain its $1 share price. This procedure may result in under- or
over-distributions by the Fund of its net investment income. This in turn may result in return of
capital distributions, the effect of which is described in the following paragraph.
Return of capital distributions
. Distributions by the Fund that are not paid from earnings
and profits will be treated as a return of capital to the extent of (and in reduction of) the
shareholders tax basis in his shares; any excess will be treated as gain from the sale of his
shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the
shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in
the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder
for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur
for a number of reasons including, among others, the Fund over-estimates the income to be received
from certain investments.
Tax credit bonds.
If the Fund holds, directly or indirectly, one or more tax credit bonds
(including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one
or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to
claim a tax credit on their income tax returns equal to each shareholders proportionate share of
tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case,
shareholders must include in gross income (as interest) their proportionate share of the income
attributable to their proportionate share of those offsetting tax credits. A shareholders ability
to claim a tax credit associated with one or more tax credit bonds may be subject to certain
limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to
shareholders, the Fund may choose not to do so.
U.S. Government interest.
Income earned on certain U.S. Government obligations is exempt from
state and local personal income taxes if earned directly by you. States also grant tax-free status
to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject
in some states to minimum investment or reporting requirements that must be met by the Fund.
Income on investments by the Fund in certain other obligations, such as repurchase agreements
collateralized by U.S. Government obligations, commercial paper and federal agency-backed
obligations (e.g., Government National Mortgage Association (GNMA) or Federal National Mortgage
Association (FNMA) obligations) generally does not qualify for tax-free treatment. The rules on
exclusion of this income are different for corporations.
Dividends declared in December and paid in January
. Ordinarily, shareholders are required to
take distributions by the Fund into account in the year in which the distributions are made.
However, dividends declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to have been received by
the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are
actually paid in January of the following year. Shareholders will be advised annually as to the
U.S. federal income tax consequences of distributions made (or deemed made) during the year in
accordance with the guidance that has been provided by the IRS.
Medicare tax
. The recently enacted Patient Protection and Affordable Care Act of 2010, as
amended by the Health Care and Education Affordability Reconciliation Act of 2010, will impose a
3.8% Medicare tax on net investment income earned by certain individuals, estates and trusts for
taxable years beginning after December 31, 2012. Net investment income, for these purposes, means
investment income, including ordinary dividends and capital gain distributions received from the
Fund and net gains from redemptions or other taxable dispositions of Fund shares, reduced by the
deductions properly allocable to such income. In the case of an individual, the tax will be
imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the
shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and
filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing
separately) or $200,000 (in any other case). Net investment income does not include exempt-interest
dividends.
Taxation of Fund Distributions (Premier Tax-Exempt Portfolio Only).
Premier Tax-Exempt
Portfolio intends to qualify each year to pay exempt-interest dividends by satisfying the
requirement that
47
at the close of each quarter of the Funds taxable year at least 50% of the Funds
total assets consists of Municipal Securities, which are exempt from federal income tax.
Exempt-interest dividends.
Distributions from Premier Tax-Exempt Portfolio will constitute
exempt-interest dividends to the extent of the Funds tax-exempt interest income (net of allocable
expenses and amortized bond premium). Exempt-interest dividends distributed to shareholders of
Premier Tax-Exempt Portfolio are excluded from gross income for federal income tax purposes.
However, shareholders required to file a federal income tax return will be required to report the
receipt of exempt-interest dividends on their returns. Moreover, while exempt-interest dividends
are excluded from gross income for federal income tax purposes, they may be subject to alternative
minimum tax (AMT) in certain circumstances and may have other collateral tax consequences as
discussed below.
Distributions of ordinary income and capital gains.
Any gain or loss from the sale or other
disposition of a tax-exempt security generally is treated as either long-term or short-term capital
gain or loss, depending upon its holding period, and is fully taxable. However, gain recognized
from the sale or other disposition of a tax-exempt security purchased after April 30, 1993, will be
treated as ordinary income to the extent of the accrued market discount on such security.
Distributions by the Fund of ordinary income and capital gains will be taxable to shareholders as
discussed under Taxation of Fund Distributions.
Alternative minimum tax
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private activity bonds.
AMT is
imposed in addition to, but
only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for
non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayers alternative
minimum taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from
certain private activity Municipal Securities issued after August 7, 1986, generally will
constitute an item of tax preference includable in AMTI for both corporate and non-corporate
taxpayers. However, tax-exempt interest on private activity bonds issued in 2009 and 2010 is not
an item of tax preference for purposes of the AMT. In addition, exempt-interest dividends derived
from all Municipal Securities regardless of the date of issue must be included in adjusted current
earnings that are used in computing an additional corporate preference item includable in AMTI.
Certain small corporations are wholly exempt from the AMT. Consistent with its stated investment
objective, Premier Tax-Exempt Portfolio intends to limit its investments in private activity bonds
subject to the AMT to no more than 20% of its total assets in any given year.
Effect on taxation of social security benefits; denial of interest deduction; substantial
users.
Exempt-interest dividends must be taken into account in computing the portion, if any, of
social security or railroad retirement benefits that must be included in an individual
shareholders gross income subject to federal income tax. Further, a shareholder of Premier
Tax-Exempt Portfolio is denied a deduction for interest on indebtedness incurred or continued to
purchase or carry shares of the Fund. Moreover, a shareholder who is (or is related to) a
substantial user of a facility financed by industrial development bonds held by Premier
Tax-Exempt Portfolio likely will be subject to tax on dividends paid by the Fund that are derived
from interest on such bonds. Receipt of exempt-interest dividends may result in other collateral
federal income tax consequences to certain taxpayers, including financial institutions, property
and casualty insurance companies and foreign corporations engaged in a trade or business in the
United States.
Exemption from state tax.
To the extent that exempt-interest dividends are derived from
interest on obligations of a state or its political subdivisions or from interest on qualifying
U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin
Islands, and Guam), they also may be exempt from that states personal income taxes. Most states,
however, do not grant tax-free treatment to interest on state and municipal securities of other
states.
Failure of a Municipal Security to qualify to pay exempt-interest.
Failure of the issuer of a
tax-exempt security to comply with certain legal or contractual requirements relating to a
Municipal Security could cause interest on the Municipal Security, as well as Fund distributions
derived from this interest, to become taxable, perhaps retroactively to the date the Municipal
Security was issued. In such a case, the Fund may be required to report to the IRS and send to
shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable
income. This in turn could require shareholders to file amended federal and state income tax
returns for such prior year to report and pay tax and interest on their pro rata share of the
additional amount of taxable income.
48
Sale or Redemption of Fund Shares.
A shareholder will recognize gain or loss on the sale or
redemption of shares of the Fund in an amount equal to the difference between the proceeds of the
sale or redemption and the shareholders adjusted tax basis in the shares. Because the shares in
the Fund are offered and redeemed at a constant net asset value of $1.00 per share, a shareholder
generally will recognize neither gain nor loss on a redemption of shares.
Tax basis information
. Cost basis reporting is not required for shareholders investing in a
money market fund that maintains a stable net asset value.
Tax Treatment of Portfolio Transactions.
Set forth below is a general description of the tax
treatment of certain types of securities, investment techniques and transactions that may apply to
a fund. This section should be read in conjunction with the discussion under Description of the
Funds and their Investments and Risks
¾
Investment Strategies and Risks for a detailed
description of the various types of securities and investment techniques that apply to the Fund.
In general.
In general, gain or loss recognized by a fund on the sale or other disposition of
portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term
or short-term depending, in general, upon the length of time a particular investment position is
maintained and, in some cases, upon the nature of the transaction. Property held for more than one
year generally will be eligible for long-term capital gain or loss treatment. The application of
certain rules described below may serve to alter the manner in which the holding period for a
security is determined or may otherwise affect the characterization as long-term or short-term, and
also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments
. Gain recognized on the disposition of a debt obligation
purchased by a fund at a market discount (generally, at a price less than its principal amount)
will be treated as ordinary income to the extent of the portion of the market discount that accrued
during the period of time the fund held the debt obligation unless the fund made a current
inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt
obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a
discount, the fund generally is required to include in gross income each year the portion of the
original issue discount that accrues during such year. Therefore, a funds investment in such
securities may cause the fund to recognize income and make distributions to shareholders before it
receives any cash payments on the securities. To generate cash to satisfy those distribution
requirements, a fund may have to sell portfolio securities that it otherwise might have continued
to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a
fund.
Tax rules are not entirely clear about issues such as whether and to what extent a fund
should recognize market discount on a debt obligation, when a fund may cease to accrue interest,
original issue discount or market discount, when and to what extent a fund may take deductions for
bad debts or worthless securities and how a fund should allocate payments received on obligations
in default between principal and income. These and other related issues will be addressed by a
fund in order to ensure that it distributes sufficient income to preserve its status as a regulated
investment company.
Options, futures, forward contracts, swap agreements and hedging transactions
. In general,
option premiums received by a fund are not immediately included in the income of the fund.
Instead, the premiums are recognized when the option contract expires, the option is exercised by
the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing
transaction). If an option written by a fund is exercised and the fund sells or delivers the
underlying stock, the fund generally will recognize capital gain or loss equal to (a) sum of the
strike price and the option premium received by the fund minus (b) the funds basis in the stock.
Such gain or loss generally will be short-term or long-term depending upon the holding period of
the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put
option written by it, the fund generally will subtract the premium received from its cost basis in
the securities purchased. The gain or loss with respect to any termination of a funds obligation
under an option other than through the exercise of the option and related sale or delivery of the
underlying stock generally will be short-term gain or loss depending on whether the premium income
received by the fund is greater or less than the amount paid by the fund (if any) in terminating
the
49
transaction. Thus, for example, if an option written by a fund expires unexercised, the fund
generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a fund as well as listed
non-equity options written or purchased by the fund on U.S. exchanges (including options on futures
contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the
Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered
60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency
gains and losses from such contracts may be treated as ordinary in character. Also, any section
1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise
tax, on certain other dates as prescribed under the Code) are marked-to-market with the result
that unrealized gains or losses are treated as though they were realized and the resulting gain or
loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not
include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor,
commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures
transactions, a funds transactions in other derivative instruments (including options, forward
contracts and swap agreements) as well as its other hedging, short sale, or similar transactions,
may be subject to one or more special tax rules (including the constructive sale, notional
principal contract, straddle, wash sale and short sale rules). These rules may affect whether
gains and losses recognized by a fund are treated as ordinary or capital or as short-term or
long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and
cause adjustments in the holding periods of the funds securities. These rules, therefore, could
affect the amount, timing and/or character of distributions to shareholders. Moreover, because the
tax rules applicable to derivative financial instruments are in some cases uncertain under current
law, an adverse determination or future guidance by the IRS with respect to these rules (which
determination or guidance could be retroactive) may affect whether a fund has made sufficient
distributions and otherwise satisfied the relevant requirements to maintain its qualification as a
regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments,
and the funds transactions in foreign currencies and hedging activities, may produce a difference
between its book income and its taxable income. If a funds book income is less than the sum of
its taxable income and net tax-exempt income (if any), the fund could be required to make
distributions exceeding book income to qualify as a regulated investment company. If a funds book
income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution
of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings
and profits (including current earnings and profits arising from tax-exempt income, reduced by
related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis
in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions
. A funds transactions in foreign currencies, foreign
currency-denominated debt obligations and certain foreign currency options, futures contracts and
forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent
such income or loss results from fluctuations in the value of the foreign currency concerned. This
treatment could increase or decrease a funds ordinary income distributions to you, and may cause
some or all of the funds previously distributed income to be classified as a return of capital.
In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments
. A fund may invest in securities of foreign companies that may be classified
under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least
one-half of its assets constitute investment-type assets or 75% or more of its gross income is
investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these
securities under certain provisions of the Code and recognize any unrealized gains as ordinary
income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable
only to the extent of any current or previously recognized gains. These gains (reduced by
allowable losses) are treated as ordinary income that a fund is required to distribute, even though
it has not sold or received dividends from these securities. You should also be aware that the
designation of a foreign security as a PFIC security will cause its income dividends to fall
outside of the definition of qualified foreign corporation dividends. These dividends generally
will not qualify for the reduced rate of taxation on qualified dividends when
50
distributed to you by
a fund. Foreign companies are not required to identify themselves as PFICs. Due to various
complexities in identifying PFICs, a fund can give no assurances that it will be able to identify
portfolio securities in foreign corporations that are PFICs in time for the fund to make a
mark-to-market election. If a fund is unable to identify an investment as a PFIC and thus does not
make a mark-to-market election, the fund may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares even if such income is
distributed as a taxable dividend by the fund to its shareholders. Additional charges in the
nature of interest may be imposed on a fund in respect of deferred taxes arising from such
distributions or gains.
Investments in non-U.S. REITs.
While non-U.S. REITs often use complex acquisition structures
that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT
may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes
and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is
located. The funds pro rata share of any such taxes will reduce the funds return on its
investment. A funds investment in a non-U.S. REIT may be considered an investment in a PFIC, as
discussed above in Tax Treatment of Portfolio Transactions
PFIC investments.
Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or
eliminated under certain tax treaties, as discussed above in Taxation of the Fund
¾
Foreign
income tax. Also, the fund in certain limited circumstances may be required to file an income tax
return in the source country and pay tax on any gain realized from its investment in the non-U.S.
REIT under rules similar to those in the United States which tax foreign persons on gain realized
from dispositions of interests in U.S. real estate.
Investments in U.S. REITs.
A U.S. REIT is not subject to federal income tax on the income
and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain
distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and
accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a fund will be
treated as long term capital gains by the fund and, in turn, may be distributed by the fund to its
shareholders as a capital gain distribution. Because of certain noncash expenses, such as property
depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT,
and in turn a fund, may distribute this excess cash to shareholders in the form of a return of
capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a
REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable
income of the U.S. REIT would be subject to federal income tax at regular corporate rates without
any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders
as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs
current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions
¾
Investment in taxable mortgage pools (excess inclusion income) and Foreign Shareholders
¾
U.S. withholding tax at the source with respect to certain other tax aspects of investing
in U.S. REITs.
Investment in taxable mortgage pools (excess inclusion income).
Under a Notice issued by the
IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT
that is attributable to the REITs residual interest in a real estate mortgage investment conduit
(REMIC) or equity interests in a taxable mortgage pool (referred to in the Code as an excess
inclusion) will be subject to federal income tax in all events. The excess inclusion income of a
regulated investment company, such as a fund, will be allocated to shareholders of the regulated
investment company in proportion to the dividends received by such shareholders, with the same
consequences as if the shareholders held the related REMIC residual interest or, if applicable,
taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i)
cannot be offset by net operating losses (subject to a limited exception for certain thrift
institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including
qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other
tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is
allocated excess inclusion income, and otherwise might not be required to file a tax return, to
file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will
not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during
any taxable year a disqualified organization (which generally includes certain cooperatives,
governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a
share in a regulated investment company, then the regulated investment company will be subject to a
tax equal to that portion of its excess inclusion income for the taxable year that is allocable to
the disqualified organization, multiplied by the highest federal income tax rate imposed on
corporations. The Notice
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imposes certain reporting requirements upon regulated investment companies
that have excess inclusion income. There can be no assurance that a fund will not allocate to
shareholders excess inclusion income.
These rules are potentially applicable to a fund with respect to any income it receives from
the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely,
through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that
has a non-REIT strategy.
Investments in partnerships and QPTPs.
For purposes of the Income Requirement, income derived
by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the
extent such income is attributable to items of income of the partnership that would be qualifying
income if realized directly by the fund. For purposes of testing whether the fund satisfies the
Asset Diversification Test, the fund generally is treated as owning a pro rata share of the
underlying assets of a partnership. See Taxation of the Fund Qualification as a regulated
investment company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP
is a partnership (a) the interests in which are traded on an established securities market, (b)
that is treated as a partnership for federal income tax purposes, and (c) that derives less than
90% of its income from sources that satisfy the Income Requirement (i.e., because it invests in
commodities). All of the net income derived by a fund from an interest in a QPTP will be treated
as qualifying income but the fund may not invest more than 25% of its total assets in one or more
QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will
qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn,
cause a fund to fail to qualify as a regulated investment company. Although, in general, the
passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to
items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs,
may result in the funds being subject to state, local or foreign income, franchise or withholding
tax liabilities.
Investments in commodities structured notes, corporate subsidiary and certain ETFs.
Gains
from the disposition of commodities, including precious metals, will neither be considered
qualifying income for purposes of satisfying the Income Requirement nor qualifying assets for
purposes of satisfying the Asset Diversification Test. See Taxation of the Fund Qualification
as a regulated investment company. Also, the IRS has issued a Revenue Ruling which holds that
income derived from commodity-linked swaps is not qualifying income for purposes of the Income
Requirement. However, in a subsequent Revenue Ruling, as well as in a number of follow-on private
letter rulings (upon which only the fund that received the private letter ruling may rely), the IRS provides that income from certain alternative investments which create commodity
exposure, such as certain commodity index-linked or structured notes or a corporate subsidiary that
invests in commodities, may be considered qualifying income under the Code. However, as of the
date of this SAI, the IRS has suspended the issuance of any further private letter rulings pending
a review of its position. Should the IRS issue guidance that adversely affects the tax treatment of
a funds use of commodity-linked notes, or a corporate subsidiary, the fund may no longer be able
to utilize commodity index-linked notes or a corporate subsidiary to gain commodity exposure. In
addition, a fund may gain exposure to commodities through investment in QPTPs such as an exchange
traded fund or ETF that is classified as a partnership and which invests in commodities.
Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may
be limited by the Income Requirement and the Asset Diversification Test, which the fund must
continue to satisfy to maintain its status as a regulated investment company. A fund also may be
limited in its ability to sell its investments in commodities, commodity-linked derivatives, and
certain ETFs or be forced to sell other investments to generate income due to the Income
Requirement. In lieu of potential disqualification, a fund is permitted to pay a tax for certain
failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are
limited to those due to reasonable cause and not willful neglect.
Securities lending
. While securities are loaned out by a fund, the fund generally will
receive from the borrower amounts equal to any dividends or interest paid on the borrowed
securities. For federal income tax purposes, payments made in lieu of dividends are not
considered dividend income. These distributions will neither qualify for the reduced rate of
taxation for individuals on qualified dividends nor the 70% dividends received deduction for
corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest
will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the
case of a fund with a strategy of investing in tax-exempt securities, any payments
52
made in lieu
of tax-exempt interest will be considered taxable income to the fund, and thus, to the investors,
even though such interest may be tax-exempt when paid to the borrower.
Investments in convertible securities
. Convertible debt is ordinarily treated as a single
property consisting of a pure debt interest until conversion, after which the investment becomes
an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face
amount payable on retirement), the creditor-holder may amortize the premium over the life of the
bond. If the security is issued for cash at a price below its face amount, the creditor-holder
must accrue original issue discount in income over the life of the debt. The creditor-holders
exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible
debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays
a return based on the performance of a specified market index, exchange currency, or commodity) is
often, but not always, treated as a contract to buy or sell the reference property rather than
debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily,
but not always, treated as equity rather than debt. Dividends received generally are qualified
dividend income and eligible for the corporate dividends received deduction. In general, conversion
of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred
stock for cash is a taxable redemption. Any redemption premium for preferred stock that is
redeemable by the issuing company might be required to be amortized under original issue discount
(OID) principles.
Tax Certification and Backup Withholding.
Tax certification and backup withholding tax laws
may require that you certify your tax information when you become an investor in the Fund. For
U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws,
the Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
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provide your correct Social Security or taxpayer identification number,
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certify that this number is correct,
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certify that you are not subject to backup withholding, and
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certify that you are a U.S. person (including a U.S. resident alien).
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The Fund also must withhold if the IRS instructs it to do so. When withholding is required,
the amount will be 28% of any distributions or proceeds paid. This rate will expire and the backup
withholding rate will be 31% for amounts paid on or after January 1, 2013, unless the 28% rate is
extended, possibly retroactively to January 1, 2013, or made
permanent. Backup withholding
is not an additional tax. Any amounts withheld may be credited against the shareholders U.S.
federal income tax liability, provided the appropriate information is furnished to the IRS. Certain
payees and payments are exempt from backup withholding and information reporting.
Non-U.S. investors have special U.S. tax certification requirements. See Foreign
Shareholders
¾
Tax certification and backup withholding.
Foreign Shareholders.
Shareholders who, as to the United States, are nonresident alien
individuals, foreign trusts or estates, foreign corporations, or foreign partnerships (foreign
shareholder), may be subject to U.S. withholding and estate tax and are subject to special U.S. tax
certification requirements.
Taxation of a foreign shareholder depends on whether the income from the Fund is effectively
connected with a U.S. trade or business carried on by such shareholder.
U.S. withholding tax at the source.
If the income from the Fund is not effectively connected
with a U.S. trade or business carried on by a foreign shareholder, distributions to such
shareholder will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon
the gross amount of the distribution, subject to certain exemptions including those for dividends
reported by the Fund to shareholders as:
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exempt-interest dividends paid by the Fund from its net interest income earned on
municipal securities;
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capital gain dividends paid by the Fund from its net long-term capital gains (other
than those from disposition of a U.S. real property interest), unless you are a
nonresident alien present in the United States for a period or periods aggregating
183 days or more during the calendar year; and
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with respect to taxable years of the Fund beginning before January 1, 2012 (unless
such provision is extended, possibly retroactively to January 1, 2012, or made
permanent), interest-related dividends paid by the Fund from its qualified net interest
income from U.S. sources and short-term capital gains dividends. After such sunset
date, short-term capital gains are taxable to non-U.S. investors as ordinary dividends
subject to U.S. withholding tax at a 30% or lower treaty rate.
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Only Premier U.S. Government Money Portfolio intends to report to shareholders
interest-related dividends and short-term capital gains dividends that qualify for this exemption.
Notwithstanding such exemptions from U.S. withholding at the source, any dividends and
distributions of income and capital gains, including the proceeds from the sale of your Fund
shares, will be subject to backup withholding at a rate of 28%, if you fail to properly certify
that you are not a U.S. person. This rate will expire and the backup withholding tax rate will be
31% for amounts paid on or after January 1, 2013, unless the 28% rate is extended, possibly
retroactively to January 1, 2013, or made permanent.
Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income
resulting from an election to pass-through foreign tax credits to shareholders, but may not be able
to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as
having been paid by them.
Amounts reported by the Fund to shareholders as capital gain dividends (a) that are
attributable to certain capital gain dividends received from a qualified investment entity (QIE)
(generally defined as either (i) a U.S. REIT or (ii) a RIC classified as a U.S. real property
holding corporation or which would be if the exceptions for holding 5% or less of a class of
publicly traded shares or an interest in a domestically controlled QIE did not apply) or (b) that
are realized by the Fund on the sale of a U.S. real property interest (including gain realized on
sale of shares in a QIE other than one that is a domestically controlled), will not be exempt from
U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower
treaty rate) if the Fund by reason of having a REIT strategy is classified as a QIE. If the Fund
is so classified, foreign shareholders owning more than 5% of the Funds shares may be treated as
realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to
be subject to U.S. withholding tax at a rate of 35%, and requiring the filing of a nonresident U.S.
income tax return. In addition, if the Fund is classified as a QIE, anti-avoidance rules apply to
certain wash sale transactions. Namely, if the Fund is a QIE and a foreign shareholder disposes of
the Funds shares prior to the Fund paying a distribution attributable to the disposition of a U.S.
real property interest and the foreign shareholder later acquires an identical stock interest in a
wash sale transaction, the foreign shareholder may still be required to pay U.S. tax on the Funds
distribution. Also, the sale of shares of the Fund, if classified as a U.S. real property holding
corporation, could also be considered a sale of a U.S. real property interest with any resulting
gain from such sale being subject to U.S. tax as income effectively connected with a U.S. trade or
business. These rules generally apply to dividends paid by the Fund before January 1, 2012
(unless such provision is extended, possibly retroactively to January 1, 2012, or made permanent).
After such sunset date, Fund distributions from a U.S. REIT (whether or not domestically
controlled) attributable to gain from the disposition of a U.S. real property interest will
continue to be subject to the withholding rules described above provided the Fund is classified as
a QIE.
Income effectively connected with a U.S. trade or business
. If the income from the Fund is
effectively connected with a U.S. trade or business carried on by a foreign shareholder, then
ordinary income dividends, capital gain dividends and any gains realized upon the sale or
redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable
to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax
return.
Tax certification and backup withholding
. Foreign shareholders may have special U.S. tax
certification requirements to avoid backup withholding (at a rate of 28%, subject to increase to
31% as described above), and if applicable, to obtain the benefit of any income tax treaty between
the foreign shareholders country of residence and the United States. To claim these tax benefits,
the foreign
54
shareholder must provide a properly completed Form W-8BEN (or other Form W-8, where
applicable, or their substitute forms) to establish his or her status as a non-U.S. investor, to
claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced
rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN provided
without a U.S. taxpayer identification number remains in effect for a period of three years
beginning on the date that it is signed and ending on the last day of the third succeeding calendar
year. However, non-U.S. investors must advise the Fund of any changes of circumstances that would
render the information given on the form incorrect, and must then provide a new W-8BEN to avoid the
prospective application of backup withholding. Forms W-8BEN with U.S. taxpayer identification
numbers remain valid indefinitely, or until the investor has a change of circumstances that renders
the form incorrect and necessitates a new form and tax certification. Certain payees and payments
are exempt from backup withholding.
Foreign Account Tax Compliance Act
. Under the Foreign Account Tax Compliance Act, a
withholding agent may be required to withhold 30% of: (a) income dividends paid after December 31,
2013 and (b) certain capital gains distributions and the proceeds of a sale of shares paid after
December 31, 2016 to (i) a foreign financial institution (FFI) unless the FFI becomes a
participating FFI by entering into a U.S. tax compliance agreement with the IRS under section
1471(b) of the Code (FFI Agreement) and thereby agrees to verify, report and disclose
certain of its U.S. accountholders and meets certain other specified requirements or (ii) a
non-financial foreign entity that is the beneficial owner of the payment unless such entity
certifies that it does not have any substantial U.S. owners or provides the name, address and
taxpayer identification number of each substantial U.S. owner and such entity meets certain other
specified requirements. These requirements are different from, and in addition to, the U.S. tax
certification rules described above. The scope of these requirements remains unclear, and
shareholders are urged to consult their tax advisors regarding the application of these
requirements to their own situation.
Alternatively, the U.S. Treasury is in various stages of negotiations with a number of foreign
governments with respect to one or more other approaches to implement FATCA. Under one proposed
model agreement, FFIs located in a foreign country that enters into an intergovernmental agreement
with the U.S. Treasury would be required to report U.S.-owned account information directly to their
local tax authority, rather than to the IRS. The local tax authority would then automatically share
that information with the IRS. Under another approach, FFIs located in a foreign country that
enters into an intergovernmental agreement would not need to enter into a separate FFI Agreement
with the IRS, provided each FFI registers with the IRS. Under this approach, the FFIs would be
required to report U.S.-owned account information directly to the IRS as opposed to reporting via
the local tax authority.
U.S. estate tax
. Transfers by gift of shares of the Fund by a foreign shareholder who is a
nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at
the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax
with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a
treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless
need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal
transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as
to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a
$13,000 statutory estate tax credit (equivalent to an estate with assets of $60,000). Estates of
nonresident alien shareholders dying after December 31, 2004 and before January 1, 2012 (unless
such provision is extended, possibly retroactively to January 1, 2012, or made permanent) will be
able to exempt from federal estate tax the proportion of the value of the Funds shares
attributable to qualifying assets held by the Fund at the end of the quarter immediately
preceding the nonresident alien shareholders death (or such other time as the IRS may designate in
regulations). Qualifying assets include bank deposits and other debt obligations that pay interest
or accrue original issue discount that is exempt from withholding tax, debt obligations of a
domestic corporation that are treated as giving rise to foreign source income, and other
investments that are not treated for tax purposes as being within the United States.
Local Tax Considerations.
Rules of state and local taxation of ordinary income, qualified
dividend income and capital gain dividends may differ from the rules for U.S. federal income
taxation described above. Distributions may also be subject to additional state, local and foreign
taxes depending on each shareholders particular situation.
55
DISTRIBUTION OF SECURITIES
Distributor
Investor Class
The Trust has entered into a master distribution agreement relating to the Funds (the
Distribution Agreement) with Invesco Distributors, Inc., a registered broker-dealer and a wholly
owned subsidiary of Invesco, pursuant to which Invesco Distributors acts as the distributor of the
Investor Class shares of the Funds. The address of Invesco Distributors is 11 Greenway Plaza,
Suite 1000, Houston, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated
with Invesco Distributors. See Management of the Trust.
The Distribution Agreement provides Invesco Distributors with the exclusive right to
distribute the shares of each class of the Portfolios on a continuous basis directly and through
other broker dealers with whom Invesco Distributors has entered into selected dealer agreements.
Invesco Distributors has not undertaken to sell any specified number of shares of Investor Class
Shares of the Funds.
Institutional Class
The Trust or Invesco Distributors may terminate the Distribution Agreement on sixty (60) days
written notice without penalty. The Distribution Agreement will terminate automatically in the
event of its assignment.
Effective December 7, 2007, Invesco Distributors, as successor to Fund Management Company
(FMC), became the sole distributor of the Trust. The Trust has entered into an underwriting
agreement relating to the Funds (the Underwriting Agreement) with Invesco Distributors, a
registered broker-dealer and a wholly-owned subsidiary of Invesco, pursuant to which Invesco
Distributors acts as the distributor of the Institutional Class shares of the Funds. The address of
Invesco Distributors is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. Mail addressed
to Invesco Distributors should be sent to P.O. Box 4497, Houston, Texas 77210-4497. Certain
trustees and officers of the Trust are affiliated with Invesco Distributors. See Management of the
Trust.
The Underwriting Agreement provides Invesco Distributors with the right to distribute the
Institutional Class shares of the Funds on a continuous basis directly and through other broker
dealers. Invesco Distributors has not undertaken to sell any specified number of Institutional
Class shares the Funds.
The Trust (on behalf of the Funds) or Invesco Distributors may terminate the Underwriting
Agreement on 60 days written notice without penalty. The Underwriting Agreement will terminate
automatically in the event of its assignment.
Invesco Distributors may, from time to time at its expense, pay a fee to broker-dealers, banks
or other financial institutions for operations and/or marketing support, including support for
distribution programs or platforms. Such fees will not impose additional expenses on a class, nor
will they change the price paid by investors for the purchase of the applicable classes shares or
the amount that any particular class will receive as proceeds from such sales.
FINANCIAL STATEMENTS
Each Funds financial statements for the period ended August 31, 2012, including the Financial
Highlights pertaining thereto, and the reports of the independent registered public accounting firm
thereon, are incorporated by reference into this SAI from such Funds Annual Report to shareholders
filed on Form N-CSR on November 8, 2012.
The portions of such Annual Reports that are not specifically listed above are not
incorporated by reference into this SAI and are not a part of this Registration Statement.
56
PENDING LITIGATION
Investigations Related to Market Timing
On August 30, 2005, the West Virginia Securities Commissioner (WVSC) issued a Summary Order to
Cease and Desist and Notice of Right to Hearing to AIM Advisors, Inc. and AIM Distributors, Inc.
(predecessors to Invesco Advisers, Inc. and Invesco Distributors, Inc., respectively)
(collectively, Invesco) (Order No. 05-1318). The WVSC alleged that Invesco entered into certain
arrangements permitting market timing and failed to disclose these arrangements in violation of the
West Virginia securities laws. The WVSC ordered Invesco to cease any further violations and sought
to impose monetary sanctions, including restitution to affected investors, disgorgement of fees,
reimbursement of investigatory, administrative and legal costs and an administrative assessment
to be determined by the Commissioner. On October 27, 2011, a hearing examiner was appointed to
this matter. This matter continues to be indefinitely suspended.
57
APPENDIX A
RATINGS OF DEBT SECURITIES
The following is a description of the factors underlying the debt ratings of Moodys, S&P and
Fitch.
Moodys Long-Term Debt Ratings
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Aaa:
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Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
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Aa:
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Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
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A:
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Obligations rated A are considered upper-medium grade and are subject to low credit risk.
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Baa:
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Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics.
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Ba:
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Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
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B:
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Obligations rated B are considered speculative and are subject to high credit risk.
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Caa:
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Obligations rated Caa are judged to be speculative of poor standing and are subject to very high
credit risk.
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Ca:
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Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
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C:
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Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of
principal or interest.
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Note: Moodys applies numerical modifiers 1, 2, and 3 in each generic rating classification
from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.
Moodys Short-Term Prime Rating System
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt
obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt
obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term
obligations.
NP (Not Prime)
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating
categories.
A-1
Note: In addition, in certain countries the prime rating may be modified by the issuers or
guarantors senior unsecured long-term debt rating.
Moodys MIG/VMIG US Short-Term Ratings
In municipal debt issuance, there are three rating categories for short-term obligations that are
considered investment grade. These ratings are designated as Moodys Investment Grade (MIG) and
are divided into three levels MIG 1 through MIG 3.
In addition, those short-term obligations that are of speculative quality are designated SG, or
speculative grade.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The
first element represents Moodys evaluation of the degree of risk associated with scheduled
principal and interest payments. The second element represents Moodys evaluation of the degree of
risk associated with the demand feature, using the MIG rating scale.
The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either
the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or
NR/VMIG 1.
MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of
each issues specific structural or credit features.
Gradations of investment quality are indicated by rating symbols, with each symbol representing a
group in which the quality characteristics are broadly the same.
MIG 1/VMIG 1:
This designation denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based
access to the market for refinancing.
MIG 2/VMIG 2:
This designation denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.
MIG 3/VMIG 3:
This designation denotes acceptable credit quality. Liquidity and cash flow
protection may be narrow and market access for refinancing is likely to be less well established.
SG:
This designation denotes speculative-grade credit quality. Debt instruments in this
category may lack sufficient margins of protection.
Standard & Poors Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poors analysis of the following
considerations:
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Likelihood of payment capacity and willingness of the obligor to meet its financial
commitment on an obligation in accordance with the terms of the obligation;
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Nature of and provisions of the obligation;
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Protection afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other
laws affecting creditors rights.
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A-2
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative
seniority or ultimate recovery in the event of default. Junior obligations are typically rated
lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such
differentiation may apply when an entity has both senior and subordinated obligations, secured and
unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors
capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The
obligors capacity to meet its financial commitment on the obligation is very strong.
A
An obligation rated A is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher-rated categories. However, the
obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor
to meet its financial commitment on the obligation.
BB, B, CCC, CC and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest. While such
obligations will likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However,
it faces major ongoing uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to the obligors inadequate capacity to meet its financial commitment
on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair the obligors capacity or
willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on
the obligation. In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated CC is currently highly vulnerable to nonpayment.
C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment,
obligations that have payment arrearages allowed by the terms of the documents, or obligations of
an issuer that is the subject of a bankruptcy petition or similar action which have not experienced
a payment default. Among others, the C rating may be assigned to subordinated debt, preferred
stock or other obligations on which cash payments have been suspended in accordance with the
instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby
some or all of the issue is either repurchased for an amount of cash or replaced by other
instruments having a total value that is less than par.
A-3
D
An obligation rated D is in payment default. The D rating category is used when payments on an
obligation are not made on the date due, unless Standard & Poors believes that such payments will
be made within five business days, irrespective of any grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligations rating is lowered to D upon completion of a
distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of
cash or replaced by other instruments having a total value that is less than par.
Plus (+) or minus (-)
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to
show relative standing within the major rating categories.
NR
This indicates that no rating has been requested, that there is insufficient information on which
to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of
policy.
Standard & Poors Short-Term Issue Credit Ratings
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The
obligors capacity to meet its financial commitment on the obligation is strong. Within this
category, certain obligations are designated with a plus sign (+). This indicates that the
obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher rating categories. However,
the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead a weakened capacity of the
obligor to meet its financial commitment on the obligation.
B
A short-term obligation rated B is regarded as vulnerable and has significant speculative
characteristics. The obligor currently has the capacity to meet its financial commitments; however,
it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet
its financial commitments.
A-4
C
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon
favorable business, financial, and economic conditions for the obligor to meet its financial
commitment on the obligation.
D
A short-term obligation rated D is in payment default. The D rating category is used when
payments on an obligation are not made on the date due, unless Standard & Poors believes that such
payments will be made within any stated grace period. However, any stated grace period longer than
five business days will be treated as five business days. The D rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are
jeopardized.
A-5
Standard & Poors Municipal Short-Term Note Ratings Definitions
A Standard & Poors U.S. municipal note rating reflects Standard & Poors opinion about the
liquidity factors and market access risks unique to the notes. Notes due in three years or less
will likely receive a note rating. Notes with an original maturity of more than three years will
most likely receive a long-term debt rating. In determining which type of rating, if any, to
assign, Standard & Poors analysis will review the following considerations:
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Amortization schedule the larger final maturity relative to other maturities, the more
likely it will be treated as a note; and
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Source of payment the more dependent the issue is on the market for its refinancing,
the more likely it will be treated as a note.
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Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong
capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial
and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
Standard & Poors Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand
feature as part of their structure. The first rating addresses the likelihood of repayment of
principal and interest as due, and the second rating addresses only the demand feature. The
long-term rating symbols are used for bonds to denote the long-term maturity and the short-term
rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand
debt, note rating symbols are used with the short-term issue credit rating symbols (for example,
SP-1+/A-1+)
The ratings and other credit related opinions of Standard & Poors and its affiliates are
statements of opinion as of the date they are expressed and not statements of fact or
recommendations to purchase, hold or sell any securities or make any investment decisions.
Standard & Poors assumes no obligation to update any information following publication. Users of
ratings and credit related opinions should not rely on them in making any investment decision.
Standard & Poors opinions and analysis do not address the suitability of any security. Standard &
Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard
& Poors has obtained information from sources it believes to be reliable, Standard & Poors does
not perform an audit and undertakes no duty of due diligence or independent verification of any
information it receives. Ratings and credit related opinions may be changed, suspended, or
withdrawn at any time.
Fitch Credit Rating Scales
Fitch Ratings credit ratings provide an opinion on the relative ability of an entity to meet
financial commitments, such as interest, preferred dividends, repayment of principal, insurance
claims or counterparty obligations. Credit ratings are used by investors as indications of the
likelihood of receiving the money owed to them in accordance with the terms on which they invested.
The agencys credit ratings cover the global spectrum of corporate, sovereign (including
supranational and sub-national), financial, bank, insurance, municipal and other public finance
entities and the securities or other obligations they issue, as well as structured finance
securities backed by receivables or other
financial assets.
A-6
The terms investment grade and speculative grade have established themselves over time as
shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative
grade). The terms investment grade and speculative grade are market conventions, and do not
imply any recommendation or endorsement of a specific security for investment purposes. Investment
grade categories indicate relatively low to moderate credit risk, while ratings in the
speculative categories either signal a higher level of credit risk or that a default has already
occurred.
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch
has rated some, but not all, securities comprising an issuance capital structure.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of
credit risk and are not predictive of a specific frequency of default or loss.
Fitch Ratings credit ratings do not directly address any risk other than credit risk. In
particular, ratings do not deal with the risk of a market value loss on a rated security due to
changes in interest rates, liquidity and other market considerations. However, in terms of payment
obligation on the rated liability, market risk may be considered to the extent that it influences
the
ability
of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk
to the extent that they influence the size or other conditionality of the
obligation
to pay upon a
commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency
typically rates to the likelihood of non-payment or default in accordance with the terms of that
instruments documentation. In limited cases, Fitch Ratings may include additional considerations
(i.e. rate to a higher or lower standard than that implied in the obligations documentation). In
such cases, the agency will make clear the assumptions underlying the agencys opinion in the
accompanying rating commentary.
Fitch Long-Term Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations,
sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs
opine on an entitys relative vulnerability to default on financial obligations. The threshold
default risk addressed by the IDR is generally that of the financial obligations whose non-payment
would best reflect the uncured failure of that entity. As such, IDRs also address relative
vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency
recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their
relative vulnerability to default, rather than a prediction of a specific percentage likelihood of
default. For historical information on the default experience of Fitch-rated issuers, please
consult the transition and default performance studies available from the Fitch Ratings Web site.
AAA: Highest credit quality.
AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of
exceptionally strong capacity for payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality.
AA ratings denote expectations of very low default risk. They indicate very strong capacity for
payment of financial commitments. This capacity is not significantly vulnerable to foreseeable
events.
A-7
A: High credit quality.
A ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
BBB ratings indicate that expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate but adverse business or economic conditions
are more likely to impair this capacity.
BB: Speculative.
BB ratings indicate an elevated vulnerability to default risk, particularly in the event of
adverse changes in business or economic conditions over time; however, business or financial
flexibility exists which supports the servicing of financial commitments.
B: Highly speculative.
B ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is
vulnerable to deterioration in the business and economic environment.
CCC: Substantial credit risk.
Default is a real possibility.
CC: Very high levels of credit risk.
Default of some kind appears probable.
C: Exceptionally high levels of credit risk
Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative
of a C category rating for an issuer include:
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a.
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the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
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b.
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the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a
material financial obligation; or
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c.
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|
Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal
announcement of a coercive
debt exchange.
|
RD: Restricted default.
RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment
default on a bond, loan or other material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure,
and which has not otherwise ceased business. This would include:
|
a.
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|
the selective payment default on a specific class or currency of debt;
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b.
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|
the uncured expiry of any applicable grace period, cure period or default forbearance
period following a payment default on a bank loan, capital markets security or other material
financial obligation;
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c.
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|
the extension of multiple waivers or forbearance periods upon a payment default on one or
more material financial obligations, either in series or in parallel; or
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|
d.
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|
execution of a coercive debt exchange on one or more material financial obligations.
|
A-8
D: Default.
D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings,
administration, receivership, liquidation or other formal winding-up procedure, or which has
otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this
context, non-payment on an instrument that contains a deferral feature or grace period will
generally not be considered a default until after the expiration of the deferral or grace period,
unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive
debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by
the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a
scheduled payment, but (as is typical) has a grace period during which it may cure the payment
default. Another alternative would be where an issuer has formally announced a coercive debt
exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most
appropriate rating category consistent with the rest of its universe of ratings, and may differ
from the definition of default under the terms of an issuers financial obligations or local
commercial practice.
Note:
The modifiers + or - may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the AAA Long-Term IDR category, or to Long-Term IDR
categories below B.
Fitch Short-Term Rating Scales
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to
default of the rated entity or security stream and relates to the capacity to meet financial
obligations in accordance with the documentation governing the relevant obligation. Short-Term
Ratings are assigned to obligations whose initial maturity is viewed as short term based on
market convention. Typically, this means up to 13 months for corporate, sovereign, and structured
obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: Highest short-term credit quality.
Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an
added + to denote any exceptionally strong credit feature.
F2: Good short-term credit quality.
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair short-term credit quality.
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative short-term credit quality.
Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near
term adverse changes in financial and economic conditions.
C: High short-term default risk.
Default is a real possibility.
RD: Restricted default.
Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Applicable to entity ratings only.
D: Default.
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A-9
APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as
of July 31, 2012)
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Service Provider
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|
Disclosure Category
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ABN AMRO Financial Services, Inc.
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Broker (for certain Invesco Funds)
|
Absolute Color
|
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Financial Printer
|
Anglemyer & Co.
|
|
Analyst (for certain Invesco Funds)
|
Ballard Spahr Andrews & Ingersoll, LLP
|
|
Special Insurance Counsel
|
Barclays Capital, Inc.
|
|
Broker (for certain Invesco Funds)
|
Blaylock Robert Van LLC
|
|
Broker (for certain Invesco Funds)
|
BB&T Capital Markets
|
|
Broker (for certain Invesco Funds)
|
Bear Stearns Pricing Direct, Inc.
|
|
Pricing Vendor (for certain Invesco Funds)
|
BLNS Securities Ltd.
|
|
Broker (for certain Invesco Funds)
|
BOSC, Inc.
|
|
Broker (for certain Invesco Funds)
|
BOWNE & Co.
|
|
Financial Printer
|
Brown Brothers Harriman & Co.
|
|
Securities Lender (for certain Invesco Funds)
|
Cabrera Capital Markets
|
|
Broker (for certain Invesco Funds)
|
Charles River Systems, Inc.
|
|
System Provider
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Chas. P. Young Co.
|
|
Financial Printer
|
Cirrus Research, LLC
|
|
Trading System
|
Citigroup Global Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Commerce Capital Markets
|
|
Broker (for certain Invesco Funds)
|
Crane Data, LLC
|
|
Analyst (for certain Invesco Funds)
|
Credit Suisse International / Credit Suisse
Securities (Europe) Ltd.
|
|
Service Provider
|
Crews & Associates
|
|
Broker (for certain Invesco Funds)
|
D.A. Davidson & Co.
|
|
Broker (for certain Invesco Funds)
|
Dechert LLP
|
|
Legal Counsel
|
DEPFA First Albany
|
|
Broker (for certain Invesco Funds)
|
E.K. Riley Investments LLC
|
|
Broker (for certain Invesco Funds)
|
Empirical Research Partners
|
|
Analyst (for certain Invesco Funds)
|
Finacorp Securities
|
|
Broker (for certain Invesco Funds)
|
First Miami Securities
|
|
Broker (for certain Invesco Funds)
|
First Southwest Co.
|
|
Broker (for certain Invesco Funds)
|
First Tryon Securities
|
|
Broker (for certain Invesco Funds)
|
Fitch, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
FT Interactive Data Corporation
|
|
Pricing Vendor
|
FTN Financial Group
|
|
Broker (for certain Invesco Funds)
|
GainsKeeper
|
|
Software Provider (for certain Invesco Funds)
|
GCom2 Solutions
|
|
Software Provider (for certain Invesco Funds)
|
George K. Baum & Company
|
|
Broker (for certain Invesco Funds)
|
Glass, Lewis & Co.
|
|
System Provider (for certain Invesco Funds)
|
Global Trading Analytics, LLC
|
|
Software Provider
|
Global Trend Alert
|
|
Analyst (for certain Invesco Funds)
|
Greater Houston Publishers, Inc.
|
|
Financial Printer
|
Hattier, Sanford & Reynoir
|
|
Broker (for certain Invesco Funds)
|
Hutchinson, Shockey, Erley & Co.
|
|
Broker (for certain Invesco Funds)
|
ICI (Investment Company Institute)
|
|
Analyst (for certain Invesco Funds)
|
ICRA Online Ltd.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
iMoneyNet, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
B-1
|
|
|
Service Provider
|
|
Disclosure Category
|
Initram Data, Inc.
|
|
Pricing Vendor
|
Institutional Shareholder Services, Inc.
|
|
Proxy Voting Service (for certain Invesco Funds)
|
Invesco Investment Services, Inc.
|
|
Transfer Agent
|
Invesco Senior Secured Management, Inc.
|
|
System Provider (for certain Invesco Funds)
|
Investment Company Institute
|
|
Analyst (for certain Invesco Funds)
|
Investortools, Inc.
|
|
Broker (for certain Invesco Funds)
|
ITG, Inc.
|
|
Pricing Vendor (for certain Invesco Funds)
|
J.P. Morgan Securities, Inc.
|
|
Analyst (for certain Invesco Funds)
|
J.P. Morgan Securities Inc.Citigroup Global
Markets Inc.JPMorgan Chase Bank, N.A.
|
|
Lender (for certain Invesco Funds)
|
J.P. Morgan Securities
|
|
Broker (for certain Invesco Funds)
|
Janney Montgomery Scott LLC
|
|
Broker (for certain Invesco Funds)
|
John Hancock Investment Management Services, LLC
|
|
Sub-advisor (for certain sub-advised accounts)
|
Jorden Burt LLP
|
|
Special Insurance Counsel
|
KeyBanc Capital Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Kramer Levin Naftalis & Frankel LLP
|
|
Legal Counsel
|
Lebenthal & Co. LLC
|
|
Broker (for certain Invesco Funds)
|
Lipper, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
Loan Pricing Corporation
|
|
Pricing Service (for certain Invesco Funds)
|
Loop Capital Markets
|
|
Broker (for certain Invesco Funds)
|
M.R. Beal
|
|
Broker (for certain Invesco Funds)
|
MarkIt Group Limited
|
|
Pricing Vendor (for certain Invesco Funds)
|
Merrill Communications LLC
|
|
Financial Printer
|
Mesirow Financial, Inc.
|
|
Broker (for certain Invesco Funds)
|
Middle Office Solutions
|
|
Software Provider
|
Moodys Investors Service
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
Morgan Keegan & Company, Inc.
|
|
Broker (for certain Invesco Funds)
|
Morrison Foerster LLP
|
|
Legal Counsel
|
MS Securities Services, Inc. and Morgan Stanley
& Co. Incorporated
|
|
Securities Lender (for certain Invesco Funds)
|
Muzea Insider Consulting Services, LLC
|
|
Analyst (for certain Invesco Funds)
|
Ness USA Inc.
|
|
System provider
|
Noah Financial, LLC
|
|
Analyst (for certain Invesco Funds)
|
Omgeo LLC
|
|
Trading System
|
Piper Jaffray
|
|
Analyst (for certain Invesco Funds)
|
Prager, Sealy & Co.
|
|
Broker (for certain Invesco Funds)
|
PricewaterhouseCoopers LLP
|
|
Independent Registered Public Accounting Firm (for
all Invesco Funds)
|
Protective Securities
|
|
Broker (for certain Invesco Funds)
|
Ramirez & Co., Inc.
|
|
Broker (for certain Invesco Funds)
|
Raymond James & Associates, Inc.
|
|
Broker (for certain Invesco Funds)
|
RBC Capital Markets
|
|
Analyst (for certain Invesco Funds)
|
RBC Dain Rauscher Incorporated
|
|
Broker (for certain Invesco Funds)
|
Reuters America LLC
|
|
Pricing Service (for certain Invesco Funds)
|
Rice Financial Products
|
|
Broker (for certain Invesco Funds)
|
Robert W. Baird & Co. Incorporated
|
|
Broker (for certain Invesco Funds)
|
RR Donnelley Financial
|
|
Financial Printer
|
Ryan Beck & Co.
|
|
Broker (for certain Invesco Funds)
|
SAMCO Capital Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Seattle-Northwest Securities Corporation
|
|
Broker (for certain Invesco Funds)
|
Siebert Brandford Shank & Co., L.L.C.
|
|
Broker (for certain Invesco Funds)
|
Simon Printing Company
|
|
Financial Printer
|
Southwest Precision Printers, Inc.
|
|
Financial Printer
|
B-2
|
|
|
Service Provider
|
|
Disclosure Category
|
Southwest Securities
|
|
Broker (for certain Invesco Funds)
|
Standard and Poors/Standard and Poors
Securities Evaluations, Inc.
|
|
Pricing Service and Rating and Ranking Agency
(each, respectively, for certain Invesco Funds)
|
StarCompliance, Inc.
|
|
System Provider
|
State Street Bank and Trust Company
|
|
Custodian, Lender, Securities Lender, and System
Provider (each, respectively, for certain Invesco
Funds)
|
Sterne, Agee & Leach, Inc.
|
|
Broker (for certain Invesco Funds)
|
Stifel, Nicolaus & Company, Incorporated
|
|
Broker (for certain Invesco Funds)
|
Stradley Ronon Stevens & Young, LLP
|
|
Legal Counsel
|
The Bank of New York
|
|
Custodian and Securities Lender (each,
respectively, for certain Invesco Funds)
|
The MacGregor Group, Inc.
|
|
Software Provider
|
The Savader Group LLC
|
|
Broker (for certain Invesco Funds)
|
Thomson Information Services Incorporated
|
|
Software Provider
|
UBS Financial Services, Inc.
|
|
Broker (for certain Invesco Funds)
|
VCI Group Inc.
|
|
Financial Printer
|
Vining Sparks IBG
|
|
Broker (for Certain Invesco Funds)
|
W.H Mell Associates, Inc.
|
|
Broker (for certain Invesco Funds)
|
Wachovia National Bank, N.A.
|
|
Broker (for certain Invesco Funds)
|
Western Lithograph
|
|
Financial Printer
|
Wiley Bros. Aintree Capital L.L.C.
|
|
Broker (for certain Invesco Funds)
|
William Blair & Co.
|
|
Broker (for certain Invesco Funds)
|
XSP, LLCSolutions Plus, Inc.
|
|
Software Provider
|
B-3
APPENDIX C
TRUSTEES AND OFFICERS
As of November 30, 2012
The address of each trustee and officer is 11 Greenway Plaza, Suite 2500, Houston, Texas
77046-1173. The trustees serve for the life of the Trust, subject to their earlier death,
incapacitation, resignation, retirement or removal as more specifically provided in the Trusts
organizational documents. Each officer serves for a one year term or until their successors are
elected and qualified. Column two below includes length of time served with predecessor entities,
if any.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
Interested Persons
|
|
|
|
|
|
|
|
|
|
|
|
|
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.), Inc.);
Trustee, The Invesco
Funds; Vice Chair,
Investment Company
Institute; and Member
of Executive Board,
SMU Cox School of
Business
Formerly: Chairman, Invesco
Advisers, Inc.
(registered investment
adviser); Director,
Chairman, Chief
Executive Officer and
President, 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)
|
|
|
123
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip
A. Taylor
2
1954
Trustee, Executive Vice
President
|
|
|
2006
|
|
|
Head of North American
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 Invesco Aim
Management Group,
Inc.) (financial
services holding
company);
|
|
|
123
|
|
|
None
|
|
|
|
1
|
|
Mr. Flanagan is considered an interested
person of the Trust because he is an officer of the adviser to the Trust, and
an officer and a director of Invesco Ltd., ultimate parent of the adviser to
the Trust.
|
|
|
|
2
|
|
Mr. Taylor is considered an interested person
of the Trust because he is an officer and a director of the adviser to, and a
director of the principal underwriter of, the Trust.
|
C-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
|
|
|
|
|
|
Director and
President, INVESCO
Funds Group, Inc.
(registered investment
adviser and registered
transfer agent);
Director and Chairman,
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.)
(registered transfer
agent) and IVZ
Distributors, Inc.
(formerly known as
INVESCO Distributors,
Inc.) (registered
broker dealer);
Director, President
and Chairman, Invesco
Inc. (holding company)
and Invesco Canada
Holdings Inc. (holding
company); Chief
Executive Officer,
Invesco Corporate
Class Inc. (corporate
mutual fund company)
and Invesco Canada
Fund 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, President and
Principal Executive
Officer, The Invesco
Funds (other than AIM
Treasurers Series
Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust);
Trustee and Executive
Vice President, The
Invesco Funds (AIM
Treasurers Series
Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust
only); Director,
Invesco Investment
Advisers LLC (formerly
known as Van Kampen
Asset Management);
Director, Chief
Executive Officer and
President, Van Kampen
Exchange Corp.
Formerly: 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
|
|
|
|
|
|
|
C-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
5 Years
|
|
|
|
|
|
|
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;
Trustee and Executive
Vice President,
Tax-Free Investments
Trust; Director and
Chairman, Fund
Management Company
(former registered
broker dealer);
President and
Principal Executive
Officer, The Invesco
Funds (AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust), Short-Term
Investments Trust and
Tax-Free Investments
Trust only);
President, AIM Trimark
Global Fund Inc. and
AIM Trimark Canada
Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Whalen
4
1939
Trustee
|
|
|
2010
|
|
|
Of Counsel, and prior
to 2010, partner in
the law firm of
Skadden, Arps, Slate,
Meagher & Flom LLP,
legal counsel to
certain funds in the
Fund Complex
|
|
136
|
|
Director of the
Mutual Fund
Directors Forum, a
nonprofit
membership
organization for
investment
directors; Chairman
and Director of the
Abraham Lincoln
Presidential
Library Foundation;
and Director of the
Stevenson Center
for Democracy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce L. Crockett 1944
Trustee and Chair
|
|
|
2003
|
|
|
Chairman, Crockett
Technologies
Associates (technology
consulting company)
Formerly: Director, Captaris
(unified messaging
provider); Director,
President and Chief
Executive Officer
COMSAT Corporation;
and Chairman, Board of
Governors of INTELSAT
(international
communications
company)
|
|
123
|
|
ACE Limited
(insurance
company); and
Investment Company
Institute
|
|
|
|
3
|
|
Mr. Whalen has been deemed to be an interested
person of the Trust because of his prior service as counsel to the predecessor
funds of certain Invesco open-end funds and his affiliation with the law firm
that served as counsel to such predecessor funds and continues to serve as
counsel to the Invesco Van Kampen closed-end funds.
|
C-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
David C. Arch 1945
Trustee
|
|
|
2010
|
|
|
Retired.
Formerly:
Chairman and Chief
Executive Officer of
Blistex Inc.,
(consumer health care
products manufacturer)
|
|
|
136
|
|
|
Member of the
Heartland Alliance
Advisory Board, a
nonprofit
organization
serving human needs
based in Chicago.
Board member of the
Illinois
Manufacturers
Association. Member
of the Board of
Visitors, Institute
for the Humanities,
University of
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank S. Bayley 1939
Trustee
|
|
|
2003
|
|
|
Retired
Formerly:
Director, Badgley
Funds, Inc.
(registered investment
company) (2
portfolios) and
Partner, law firm of
Baker & McKenzie
|
|
|
123
|
|
|
Director and
Chairman, C.D.
Stimson Company (a
real estate
investment company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James T. Bunch 1942
Trustee
|
|
|
2000
|
|
|
Managing Member,
Grumman Hill Group LLC
(family office private
equity management)
Formerly:
Founder, Green,
Manning & Bunch Ltd.
(investment banking
firm)(1988-2010);
Executive Committee,
United States Golf
Association; and
Director, Policy
Studies, Inc. and Van
Gilder Insurance
Corporation
|
|
|
123
|
|
|
Chairman, Board of
Governors, Western
Golf Association,
Chairman-elect,
Evans Scholars
Foundation and
Director, Denver
Film Society
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rodney F. Dammeyer 1940
Trustee
|
|
|
2010
|
|
|
Chairman of CAC, LLC,
a private company
offering capital
investment and
management advisory
services
Formerly: Prior to
January 2004, Director
of TeleTech Holdings
Inc.; Prior to 2002,
Director of Arris
Group, Inc.; Prior to
2001, Managing Partner
at Equity Group
Corporate Investments.
Prior to 1995, Vice
Chairman of Anixter
International. Prior
to 1985, experience
includes Senior Vice
President and Chief
Financial Officer of
Household
International, Inc,
Executive Vice
President and Chief
Financial Officer of
Northwest Industries,
Inc. and Partner of
Arthur Andersen & Co.
|
|
|
136
|
|
|
Director of Quidel
Corporation and
Stericycle, Inc.
Prior to May 2008,
Trustee of The
Scripps Research
Institute. Prior to
February 2008,
Director of Ventana
Medical Systems,
Inc. Prior to April
2007, Director of
GATX Corporation.
Prior to April
2004, Director of
TheraSense, Inc.
|
C-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
Albert R. Dowden 1941
Trustee
|
|
|
2003
|
|
|
Director of a number
of public and private
business corporations,
including the Boss
Group, Ltd. (private
investment and
management); Reich &
Tang Funds (5
portfolios)
(registered investment
company); and
Homeowners of America
Holding Corporation/Homeowners
of America
Insurance Company
(property casualty
company)
|
|
|
123
|
|
|
Director of
Natures Sunshine
Products, Inc.
|
|
|
|
|
|
|
Formerly: Director, Continental
Energy Services, LLC
(oil and gas pipeline
service); Director,
CompuDyne Corporation
(provider of product
and services to the
public security
market) and Director,
Annuity and Life Re
(Holdings), Ltd.
(reinsurance company);
Director, President
and Chief Executive
Officer, Volvo Group
North America, Inc.;
Senior Vice President,
AB Volvo; Director of
various public and
private corporations;
Chairman, DHJ Media,
Inc.; Director
Magellan Insurance
Company; and Director,
The Hertz Corporation,
Genmar Corporation
(boat manufacturer),
National Media
Corporation; Advisory
Board of Rotary Power
International
(designer,
manufacturer, and
seller of rotary power
engines); and
Chairman, Cortland
Trust, Inc.
(registered investment
company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack M. Fields 1952
Trustee
|
|
|
2003
|
|
|
Chief Executive
Officer, Twenty First
Century Group, Inc.
(government affairs
company); and Owner
and Chief Executive
Officer, Dos Angelos
Ranch, L.P. (cattle,
hunting, corporate
entertainment),
Discovery Global
Education Fund
(non-profit) and Cross
Timbers Quail Research
Ranch (non-profit)
Formerly: Chief
Executive Officer,
Texana Timber LP
(sustainable forestry
company) and member of
the U.S. House of
Representatives
|
|
|
123
|
|
|
Insperity (formerly
known as
Administaff)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl Frischling 1937
Trustee
|
|
|
2003
|
|
|
Partner, law firm of
Kramer Levin Naftalis
and Frankel LLP
|
|
|
123
|
|
|
Director, Reich &
Tang Funds (6
portfolios)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prema Mathai-Davis 1950
Trustee
|
|
|
2003
|
|
|
Retired
Formerly: Chief
Executive Officer,
YWCA of the U.S.A.
|
|
|
123
|
|
|
None
|
C-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
Larry Soll 1942
Trustee
|
|
|
1997
|
|
|
Retired
|
|
|
123
|
|
|
None
|
|
|
|
|
|
|
Formerly: Chairman, Chief
Executive Officer and
President, Synergen
Corp. (a biotechnology
company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugo F. Sonnenschein 1940
Trustee
|
|
|
2010
|
|
|
Distinguished Service
Professor and
President Emeritus of
the University of
Chicago and the Adam
Smith Distinguished
Service Professor in
the Department of
Economics at the
University of Chicago.
Formerly: President of
the University of
Chicago
|
|
|
136
|
|
|
Trustee of the
University of
Rochester and a
member of its
investment
committee. Member
of the National
Academy of
Sciences, the
American
Philosophical
Society and a
fellow of the
American Academy of
Arts and Sciences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond Stickel, Jr. 1944
Trustee
|
|
|
2005
|
|
|
Retired
|
|
|
123
|
|
|
None
|
|
|
|
|
|
|
Formerly: Director, Mainstay VP
Series Funds, Inc.
(25 portfolios) and
Partner, Deloitte &
Touche
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen Dunn Kelley 1960
President and Principal
Executive Officer
|
|
|
2003
|
|
|
Head of Invescos
World Wide Fixed
Income and Cash
Management Group;
Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.), and Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser) Executive
Vice President,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.);
Director, Invesco
Mortgage Capital Inc.,
INVESCO Global Asset
Management Limited,
Invesco Management
Company Limited and
INVESCO Management
S.A.; Vice President,
The Invesco Funds
(other than AIM
Treasurers Series
Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust);
and President and
Principal Executive
Officer, The Invesco
Funds (AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust
only)
Formerly: Senior
Vice President, Van
Kampen Investments
Inc.; Vice President,
|
|
|
N/A
|
|
|
N/A
|
C-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
|
|
|
|
|
|
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.);
Director of Cash
Management and Senior
Vice President,
Invesco Advisers, Inc.
and Invesco Aim
Capital Management,
Inc.; President and
Principal Executive
Officer, Tax-Free
Investments Trust;
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 The Invesco Funds
(AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust), Short-Term
Investments Trust and
Tax-Free Investments
Trust only)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell C. Burk 1958
Senior Vice President and
Senior Officer
|
|
|
2005
|
|
|
Senior Vice President
and Senior Officer,
The Invesco Funds
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John M. Zerr 1962
Senior Vice President, Chief
Legal Officer and Secretary
|
|
|
2006
|
|
|
Director, Senior Vice
President, Secretary
and General Counsel,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.) and Van Kampen
Exchange Corp.; 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.) and IVZ
Distributors, Inc.
(formerly known as
INVESCO Distributors,
Inc.); Director and
Vice President,
INVESCO Funds Group,
Inc.; Senior Vice
President, Chief Legal
Officer and Secretary,
The Invesco Funds;
Manager, 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, 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 and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust
|
|
|
N/A
|
|
|
N/A
|
C-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
|
|
|
|
|
|
Formerly: Director and
Secretary, 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 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lisa O. Brinkley 1959
Vice President
|
|
|
2004
|
|
|
Global Assurance
Officer, Invesco Ltd.
and Vice President,
The Invesco Funds
Formerly: Chief
Compliance Officer,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.),
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.) and
Van Kampen Investor
Services Inc.; Senior
Vice President,
Invesco Management
Group, Inc.; Senior
Vice President and
Chief Compliance
Officer, Invesco
Advisers, Inc. and The
Invesco Funds; Vice
President and Chief
Compliance Officer,
Invesco Aim Capital
Management, Inc. and
Invesco Distributors,
Inc.; Vice President,
Invesco Investment
Services, Inc. and
Fund Management
Company
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sheri Morris 1964
Vice President, Treasurer and
Principal Financial Officer
|
|
|
2003
|
|
|
Vice President,
Treasurer and
Principal Financial
Officer, The Invesco
Funds; Vice President,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); and
|
|
|
N/A
|
|
|
N/A
|
C-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
|
|
|
|
|
|
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
Formerly: Vice
President, Invesco
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yinka Akinsola 1977
Anti-Money
Laundering Compliance Officer
|
|
|
2011
|
|
|
Anti-Money Laundering
Compliance Officer,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.),
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.),
Invesco Management
Group, Inc., The
Invesco Funds, Invesco
Van Kampen Closed-End
Funds, Van Kampen
Exchange Corp., Van
Kampen Funds Inc.,
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
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
Formerly: Regulatory Analyst
III, Financial
Industry Regulatory
Authority (FINRA).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd L. Spillane 1958
Chief Compliance Officer
|
|
|
2006
|
|
|
Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.) and Van Kampen
Exchange Corp.; Senior
Vice President and
Chief Compliance
Officer, Invesco
Advisers, Inc.
(registered investment
adviser) (formerly
known as Invesco
Institutional (N.A.),
Inc.); Chief
Compliance Officer,
The Invesco Funds;
Vice President,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.)
and Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.)
Formerly: Chief
Compliance Officer,
Invesco Van Kampen
Closed-End Funds;
Senior Vice President,
Van Kampen Investments
Inc.; Senior Vice
President and
|
|
|
N/A
|
|
|
N/A
|
C-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Trusteeship(s)/
|
|
|
|
|
|
|
|
|
|
|
|
|
Directorships(s)
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Held by
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Trustee/Director
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
During Past 5
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Years
|
|
|
|
|
|
|
Chief
Compliance Officer,
Invesco Advisers, Inc.
and Invesco Aim
Capital Management,
Inc.; Chief Compliance
Officer, INVESCO
Private Capital
Investments, Inc.
(holding company),
Invesco Private
Capital, Inc.
(registered investment
adviser), Invesco
Global Asset
Management (N.A.),
Inc., Invesco Senior
Secured Management,
Inc. (registered
investment adviser)
and Van Kampen
Investor Services
Inc., 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; Vice President,
Invesco Aim Capital
Management, Inc. and
Fund Management
Company
|
|
|
|
|
|
|
C-10
Trustee Ownership of Fund Shares as of December 31, 2011
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of
|
|
|
|
|
Equity Securities in All
|
|
|
|
|
Registered Investment
|
|
|
Dollar Range of Equity Securities
|
|
Companies Overseen by
|
Name of Trustee
|
|
Per Fund
|
|
Trustee in Invesco Funds
|
Martin L. Flanagan
|
|
None
|
|
Over $100,000
|
Philip A. Taylor
|
|
None
|
|
None
|
Wayne W. Whalen
|
|
None
|
|
Over $100,000
|
David C. Arch
|
|
None
|
|
Over $100,000
|
Bob R. Baker
4
|
|
None
|
|
N/A
|
Frank S. Bayley
|
|
None
|
|
Over $100,000
|
James T. Bunch
|
|
Premier Portfolio
$1 $10,000
|
|
Over $100,000
5
|
Bruce L. Crockett
|
|
None
|
|
Over $100,000
5
|
Rodney F. Dammeyer
|
|
None
|
|
Over $100,000
|
Albert R. Dowden
|
|
None
|
|
Over $100,000
|
Jack M. Fields
|
|
Premier Portfolio
$1 $10,000
|
|
Over $100,000
5
|
Carl Frischling
|
|
None
|
|
Over $100,000
5
|
Prema Mathai-Davis
|
|
Premier Portfolio
Over $100,000
|
|
Over $100,000
5
|
Lewis F. Pennock
6
|
|
None
|
|
N/A
|
Larry Soll
|
|
Premier Portfolio
Over $100,000
|
|
Over $100,000
5
|
Hugo F. Sonnenschein
|
|
None
|
|
Over $100,000
|
Raymond Stickel, Jr.
|
|
None
|
|
Over $100,000
|
|
|
|
4
|
|
Retired effective December 31, 2011.
|
|
|
|
5
|
|
Includes the 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.
|
|
|
|
6
|
|
Retired effective March 31, 2011
|
C-11
APPENDIX D
TRUSTEE COMPENSATION TABLE
Set forth below is information regarding compensation paid or accrued for each trustee of the Trust
who was not affiliated with Invesco during the year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Retirement
|
|
Estimated
|
|
Compensation
|
|
|
Aggregate
|
|
Benefits
|
|
Annual Benefits
|
|
From All
|
|
|
Compensation
|
|
Accrued
|
|
Upon
|
|
Invesco
|
|
|
From the
|
|
by All
|
|
Retirement
|
|
Funds Paid to
|
Trustee
|
|
Trust
(1)
|
|
Invesco Funds
(2)
|
|
for Invesco Funds
(3)
|
|
the Trustees
(4)
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Whalen
|
|
|
10,494
|
|
|
|
304,730
|
|
|
|
195,000
|
|
|
|
399,000
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Arch
|
|
|
10,856
|
|
|
|
164,973
|
|
|
|
195,000
|
|
|
|
412,250
|
|
Bob R. Baker
(5)
|
|
|
2,731
|
|
|
|
233,415
|
|
|
|
248,337
|
|
|
|
320,050
|
|
Frank S. Bayley
|
|
|
12,634
|
|
|
|
236,053
|
|
|
|
195,000
|
|
|
|
420,000
|
|
James T. Bunch
|
|
|
11,572
|
|
|
|
302,877
|
|
|
|
195,693
|
|
|
|
385,000
|
|
Bruce L. Crockett
|
|
|
22,335
|
|
|
|
227,797
|
|
|
|
195,000
|
|
|
|
693,500
|
|
Rod Dammeyer
|
|
|
10,667
|
|
|
|
290,404
|
|
|
|
195,000
|
|
|
|
412,250
|
|
Albert R. Dowden
|
|
|
12,413
|
|
|
|
296,156
|
|
|
|
195,000
|
|
|
|
415,000
|
|
Jack M. Fields
|
|
|
10,571
|
|
|
|
313,488
|
|
|
|
195,000
|
|
|
|
307,250
|
|
Carl Frischling
|
|
|
12,336
|
|
|
|
233,415
|
|
|
|
195,000
|
|
|
|
356,000
|
|
Prema Mathai-Davis
|
|
|
11,329
|
|
|
|
302,911
|
|
|
|
195,000
|
|
|
|
330,000
|
|
Lewis F. Pennock
(5)
|
|
|
|
|
|
|
229,833
|
|
|
|
173,250
|
|
|
|
73,000
|
|
Larry Soll
|
|
|
12,681
|
|
|
|
342,675
|
|
|
|
216,742
|
|
|
|
375,750
|
|
Hugo F. Sonnenschein
|
|
|
11,414
|
|
|
|
290,404
|
|
|
|
195,000
|
|
|
|
412,200
|
|
Raymond Stickel, Jr.
|
|
|
13,414
|
|
|
|
230,451
|
|
|
|
195,000
|
|
|
|
399,250
|
|
|
|
|
|
|
(1)
|
|
Amounts shown are based on the fiscal year ended August 31, 2012 The total
amount of compensation deferred by all trustees of the Trust during the fiscal year ended
August 31, 2012, including earnings, was $1,564.
|
|
|
|
(2)
|
|
During the fiscal year ended August 31, 2012, the total amount of expenses
allocated to the Trust in respect of such retirement benefits was $241,367
|
|
|
|
(3)
|
|
These amounts represent the estimated annual benefits payable by the
Invesco Funds upon the trustees retirement and assumes each trustee serves until his or her
normal retirement date.
|
|
|
|
(4)
|
|
All trustees except Arch, Dammeyer, Sonnenschein and Whalen currently serve
as trustee of 28 registered investment companies advised by Invesco. Messrs. Arch, Dammeyer,
Sonnenschein and Whalen currently serve as trustee of 46 registered investment companies
advised by Invesco.
|
|
|
|
(5)
|
|
Bob Bakers retirement from the Board was effective December 31, 2011.
Lewis Pennocks retirement from the Board was effective March 31, 2011.
|
|
|
|
(6)
|
|
During the fiscal year ended August 31, 2012, the Trust did not pay any
legal fees to Kramer, Levin, Naftalis & Frankel LLP for services rendered by such firm as
counsel to the independent trustees of the Trust. Mr. Frischling is a partner of such firm.
|
|
D-1
APPENDIX E
PROXY POLICIES AND PROCEDURES
I.2. PROXY POLICIES AND PROCEDURES RETAIL
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Applicable to
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|
Retail Accounts
|
|
|
|
Risk Addressed by Policy
|
|
breach of fiduciary duty to client under
Investment Advisers Act of 1940 by placing
Invesco personal interests ahead of client
best economic interests in voting proxies
|
|
|
|
Relevant Law and Other Sources
|
|
Investment Advisers Act of 1940
|
|
|
|
Last Tested Date
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|
|
|
|
Policy/Procedure Owner
|
|
Advisory Compliance
|
|
|
|
Policy Approver
|
|
Fund Board
|
|
|
|
Approved/Adopted Date
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|
January 1, 2010
|
The following policies and procedures apply to certain funds and other accounts managed by
Invesco Advisers, Inc. (Invesco).
A. POLICY STATEMENT
Introduction
Our Belief
The Invesco Funds Boards of Trustees and Invescos investment professionals expect a high standard
of corporate governance from the companies in our portfolios so that Invesco may fulfill its
fiduciary obligation to our fund shareholders and other account holders. Well governed companies
are characterized by a primary focus on the interests of shareholders, accountable boards of
directors, ample transparency in financial disclosure, performance-driven cultures and appropriate
consideration of all stakeholders. Invesco believes well governed companies create greater
shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a
manner that increases the value of our investments and fosters good governance within our portfolio
companies.
In determining how to vote proxy issues, Invesco considers the probable business consequences of
each issue and votes in a manner designed to protect and enhance fund shareholders and other
account holders interests. Our voting decisions are intended to enhance each companys total
shareholder value over Invescos typical investment horizon.
Proxy voting is an integral part of Invescos investment process. We believe that the right to vote
proxies should be managed with the same care as all other elements of the investment process. The
objective of Invescos proxy-voting activity is to promote good governance and advance the economic
interests of our clients. At no time will Invesco exercise its voting power to advance its own
E-1
commercial interests, to pursue a social or political cause that is unrelated to our
clients economic interests, or to favor a particular client or business relationship to the
detriment of others.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
Proxy administration
The Invesco Retail Proxy Committee (the Proxy Committee) consists of members representing
Invescos Investments, Legal and Compliance departments. Invescos Proxy Voting Guidelines (the
Guidelines) are revised annually by the Proxy Committee, and are approved by the Invesco Funds
Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting.
The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy
issues. In addition to the advice offered by these experts, Invesco uses information gathered from
our own research, company managements, Invescos portfolio managers and outside shareholder groups
to reach our voting decisions.
Generally speaking, Invescos investment-research process leads us to invest in companies led by
management teams we believe have the ability to conceive and execute strategies to outperform their
competitors. We select companies for investment based in large part on our assessment of their
management teams ability to create shareholder wealth. Therefore, in formulating our proxy-voting
decisions, Invesco gives proper consideration to the recommendations of a companys Board of
Directors.
Important principles underlying the Invesco Proxy Voting Guidelines
I. Accountability
Management teams of companies are accountable to their boards of directors, and directors of
publicly held companies are accountable to their shareholders. Invesco endeavors to vote the
proxies of its portfolio companies in a manner that will reinforce the notion of a boards
accountability to its shareholders. Consequently, Invesco votes against any actions that would
impair the rights of shareholders or would reduce shareholders influence over the board or over
management.
The following are specific voting issues that illustrate how Invesco applies this principle of
accountability.
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|
|
Elections of directors.
In uncontested director elections for companies that do not have
a controlling shareholder, Invesco votes in favor of slates if they are comprised of at
least a majority of independent directors and if the boards key committees are fully
independent. Key committees include the Audit, Compensation and Governance or Nominating
Committees. Invescos standard of independence excludes directors who, in addition to
the directorship, have any material business or family relationships with the companies they
serve.
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E-2
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|
|
Contested director elections are evaluated on a case-by-case basis and are decided within
the context of Invescos investment thesis on a company.
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|
|
|
|
Director performance.
Invesco withholds votes from directors who exhibit a lack of
accountability to shareholders, either through their level of attendance at meetings or by
enacting egregious corporate-governance or other policies. In cases of material financial
restatements, accounting fraud, habitually late filings, adopting shareholder rights plan
(poison pills) without shareholder approval, or other areas of poor performance, Invesco
may withhold votes from some or all of a companys directors. In situations where
directors performance is a concern, Invesco may also support shareholder proposals to take
corrective actions such as so-called clawback provisions.
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|
|
|
|
Auditors and Audit Committee members.
Invesco believes a companys Audit Committee has a
high degree of responsibility to shareholders in matters of financial disclosure, integrity
of the financial statements and effectiveness of a companys internal controls.
Independence, experience and financial expertise are critical elements of a
well-functioning Audit Committee. When electing directors who are members of a companys
Audit Committee, or when ratifying a companys auditors, Invesco considers the past
performance of the Committee and holds its members accountable for the quality of the
companys financial statements and reports.
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|
|
|
|
Majority standard in director elections.
The right to elect directors is the single most
important mechanism shareholders have to promote accountability. Invesco supports the
nascent effort to reform the U.S. convention of electing directors, and votes in favor of
proposals to elect directors by a majority vote.
|
|
|
|
|
Classified boards.
Invesco supports proposals to elect directors annually instead of
electing them to staggered multi-year terms because annual elections increase a boards
level of accountability to its shareholders.
|
|
|
|
|
Supermajority voting requirements.
Unless proscribed by law in the state of
incorporation, Invesco votes against actions that would impose any supermajority voting
requirement, and supports actions to dismantle existing supermajority requirements.
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|
|
|
|
Responsiveness.
Invesco withholds votes from directors who do not adequately respond to
shareholder proposals that were approved by a majority of votes cast the prior year.
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|
|
|
|
Cumulative voting.
The practice of cumulative voting can enable minority shareholders to
have representation on a companys board. Invesco supports proposals to institute the
practice of cumulative voting at companies whose overall corporate-governance standards
indicate a particular need to protect the interests of minority shareholders.
|
E-3
|
|
|
Shareholder access.
On business matters with potential financial consequences, Invesco
votes in favor of proposals that would increase shareholders opportunities to express
their views to boards of directors, proposals that would lower barriers to shareholder
action and proposals to promote the adoption of generally accepted best practices in
corporate governance.
|
II. Incentives
Invesco believes properly constructed compensation plans that include equity ownership are
effective in creating incentives that induce managements and employees of our portfolio companies
to create greater shareholder wealth. Invesco supports equity compensation plans that promote the
proper alignment of incentives, and votes against plans that are overly dilutive to existing
shareholders, plans that contain objectionable structural features, and plans that appear likely to
reduce the value of an accounts investment.
Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
|
|
|
Executive compensation.
Invesco evaluates compensation plans for executives within the
context of the companys performance under the executives tenure. Invesco believes
independent compensation committees are best positioned to craft executive-compensation
plans that are suitable for their company-specific circumstances. We view the election of
those independent compensation committee members as the appropriate mechanism for
shareholders to express their approval or disapproval of a companys compensation
practices. Therefore, Invesco generally does not support shareholder proposals to limit or
eliminate certain forms of executive compensation. In the interest of reinforcing the
notion of a compensation committees accountability to shareholders, Invesco supports
proposals requesting that companies subject each years compensation record to an advisory
shareholder vote, or so-called say on pay proposals.
|
|
|
|
|
Equity-based compensation plans.
When voting to approve or reject equity-based
compensation plans, Invesco compares the total estimated cost of the plans, including stock
options and restricted stock, against a carefully selected peer group and uses multiple
performance metrics that help us determine whether the incentive structures in place are
creating genuine shareholder wealth. Regardless of a plans estimated cost relative to its
peer group, Invesco votes against plans that contain structural features that would impair
the alignment of incentives between
shareholders and management. Such features include the ability to reprice or reload options
without shareholder approval, the ability to issue options below the stocks current market
price, or the ability to automatically replenish shares without shareholder approval.
|
E-4
|
|
|
Employee stock-purchase plans.
Invesco supports employee stock-purchase plans that are
reasonably designed to provide proper incentives to a broad base of employees, provided
that the price at which employees may acquire stock is at most a 15 percent discount from
the market price.
|
|
|
|
|
Severance agreements.
Invesco generally votes in favor of proposals requiring advisory
shareholder ratification of executives severance agreements. However, we oppose proposals
requiring such agreements to be ratified by shareholders in advance of their adoption.
|
III. Capitalization
Examples of management proposals related to a companys capital structure include authorizing or
issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or
reverse stock split. On requests for additional capital stock, Invesco analyzes the companys
stated reasons for the request. Except where the request could adversely affect the funds
ownership stake or voting rights, Invesco generally supports a boards decisions on its needs for
additional capital stock. Some capitalization proposals require a case-by-case analysis within the
context of Invescos investment thesis on a company. Examples of such proposals include authorizing
common or preferred stock with special voting rights, or issuing additional stock in connection
with an acquisition.
IV. Mergers, Acquisitions and Other Corporate Actions
Issuers occasionally require shareholder approval to engage in certain corporate actions such as
mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and
reincorporations. Invesco analyzes these proposals within the context of our investment thesis on
the company, and determines its vote on a case-by-case basis.
V. Anti-Takeover Measures
Practices designed to protect a company from unsolicited bids can adversely affect shareholder
value and voting rights, and they create conflicts of interests among directors, management and
shareholders. Except under special issuer-specific circumstances, Invesco votes to reduce or
eliminate such measures. These measures include adopting or renewing poison pills, requiring
supermajority voting on certain corporate actions, classifying the election of directors instead of
electing each director to an annual term, or creating separate classes of common or preferred stock
with special voting rights. Invesco generally votes against management proposals to impose these
types of measures, and generally votes for shareholder proposals designed to reduce such measures.
Invesco supports shareholder proposals directing companies to subject their anti-takeover
provisions to a shareholder vote.
VI. Shareholder Proposals on Corporate Governance
Invesco generally votes for shareholder proposals that are designed to protect shareholder rights
if a companys corporate-governance standards indicate that such additional protections are
warranted.
E-5
VII. Shareholder Proposals on Social Responsibility
The potential costs and economic benefits of shareholder proposals seeking to amend a companys
practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of
these proposals is highly subjective and does not fit readily within our framework of voting to
create greater shareholder wealth over Invescos typical investment horizon. Therefore, Invesco
abstains from voting on shareholder proposals deemed to be of a purely social, political or moral
nature.
VIII. Routine Business Matters
Routine business matters rarely have a potentially material effect on the economic prospects of
fund holdings, so we generally support the boards discretion on these items. However, Invesco
votes against proposals where there is insufficient information to make a decision about the nature
of the proposal. Similarly, Invesco votes against proposals to conduct other unidentified business
at shareholder meetings.
Summary
These Guidelines provide an important framework for making proxy-voting decisions, and should give
fund shareholders and other account holders insight into the factors driving Invescos decisions.
The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues
must be made within the context of these Guidelines and within the context of the investment thesis
of the funds and other accounts that own the companys stock. Where a different investment thesis
is held by portfolio managers who may hold stocks in common, Invesco may vote the shares held on a
fund-by-fund or account-by-account basis.
Exceptions
In certain circumstances, Invesco may refrain from voting where the economic cost of voting a
companys proxy exceeds any anticipated benefits of that proxy proposal.
Share-lending programs
One reason that some portion of Invescos position in a particular security might not be voted is
the securities lending program. When securities are out on loan and earning fees for the lending
fund, they are transferred into the borrowers name. Any proxies during the period of the loan are
voted by the borrower. The
lending fund would have to terminate the loan to vote the companys proxy, an action that is not
generally in the best economic interest of fund shareholders. However, whenever Invesco determines
that the benefit to shareholders or other account holders of voting a particular proxy outweighs
the revenue lost by terminating the loan, we recall the securities for the purpose of voting the
funds full position.
Share-blocking
Another example of a situation where Invesco may be unable to vote is in countries where the
exercise of voting rights requires the fund to submit to short-term trading restrictions, a
practice known as share-blocking. Invesco generally
E-6
refrains from voting proxies in
share-blocking countries unless the portfolio manager determines that the benefit to fund
shareholders and other account holders of voting a specific proxy outweighs the funds or other
accounts temporary inability to sell the security.
International constraints
An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to
receive proxy materials with enough time and enough information to make a voting decision. In the
great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is
important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines
as our framework, but also takes into account the corporate-governance standards, regulatory
environment and generally accepted best practices of the local market.
Exceptions to these Guidelines
Invesco retains the flexibility to accommodate company-specific situations where strictly adhering
to the Guidelines would lead to a vote that the Proxy Committee deems not to be in the best
interest of the funds shareholders and other account holders. In these situations, the Proxy
Committee will vote the proxy in the manner deemed to be in the best interest of the funds
shareholders and other account holders, and will promptly inform the funds Boards of Trustees of
such vote and the circumstances surrounding it.
Resolving potential conflicts of interest
A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also
maintains a material business relationship. Examples could include issuers that are distributors of
Invescos products, or issuers that employ Invesco to manage portions of their retirement plans or
treasury accounts. Invesco reviews each proxy proposal to assess the extent, if any, to which there
may be a material conflict between the interests of the fund shareholders or other account holders
and Invesco.
Invesco takes reasonable measures to determine whether a potential conflict may exist. A potential
conflict is deemed to exist only if one or more of the Proxy
Committee members actually knew or should have known of the potential conflict.
If a material potential conflict is deemed to exist, Invesco may resolve the potential conflict in
one of the following ways: (1) if the proposal that gives rise to the potential conflict is
specifically addressed by the Guidelines, Invesco may vote the proxy in accordance with the
predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the
proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier
between the persons involved in the potential conflict and the persons making the proxy-voting
decision in order to insulate the potential conflict from the decision makers.
Because the Guidelines are pre-determined and crafted to be in the best economic interest of
shareholders and other account holders, applying the Guidelines to vote client proxies should, in
most instances, adequately resolve any potential conflict of
E-7
interest. As an additional safeguard
against potential conflicts, persons from Invescos marketing, distribution and other
customer-facing functions are precluded from becoming members of the Proxy Committee.
On a quarterly basis, the Invesco Funds Boards of Trustees review a report from Invescos Internal
Compliance Controls Committee. The report contains a list of all known material business
relationships that Invesco maintains with publicly traded issuers. That list is cross-referenced
with the list of proxies voted over the period. If there are any instances where Invescos voting
pattern on the proxies of its material business partners is inconsistent with its voting pattern on
all other issuers, they are brought before the Trustees and explained by the Chairman of the Proxy
Committee.
Personal conflicts of interest.
If any member of the Proxy Committee has a personal conflict of
interest with respect to a company or an issue presented for voting, that Proxy Committee member
will inform the Proxy Committee of such conflict and will abstain from voting on that company or
issue.
Funds of funds
. Some Invesco Funds offering diversified asset allocation within one investment
vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an
underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because
Invescos asset-allocation funds or target-maturity funds may be large shareholders of the
underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and
target maturity funds vote their shares in the same proportion as the votes of the external
shareholders of the underlying fund.
C. RECORDKEEPING
Records are maintained in accordance with Invescos Recordkeeping Policy.
Policies and Vote Disclosure
A copy of these Guidelines and the voting record of each Invesco Fund are available on our web
site,
www.invesco.com
. In accordance with Securities and Exchange Commission regulations,
all funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That
filing is made on or before August 31st of each year.
E-8
I.1. PROXY POLICIES AND PROCEDURES INSTITUTIONAL
|
|
|
|
|
|
|
|
Applicable to
|
|
|
Institutional Accounts
|
|
|
|
|
Risk Addressed by Policy
|
|
|
breach of fiduciary duty to client under Investment Advisers Act
of 1940 by placing Invesco personal interests ahead of client
best economic interests in voting proxies
|
|
|
|
|
Relevant Law and Other Sources
|
|
|
Investment Advisers Act of 1940
|
|
|
|
|
Last Tested Date
|
|
|
|
|
|
|
|
Policy/Procedure Owner
|
|
|
Advisory Compliance, Proxy Committee
|
|
|
|
|
Policy Approver
|
|
|
Invesco Risk Management Committee
|
|
|
|
|
Approved/Adopted Date
|
|
|
January 1, 2010, revised August 2011
|
|
|
|
|
The following policies and procedures apply to all institutional accounts, clients and funds
managed by Invesco Advisers, Inc. (Invesco). These policies and procedures do not apply to any
of the retail funds managed by Invesco. See Section I.2 for the proxy policies and procedures
applicable to Invescos retail funds.
A. POLICY STATEMENT
Invesco has responsibility for making investment decisions that are in the best interests of its
clients. As part of the investment management services it provides to clients, Invesco may be
authorized by clients to vote proxies appurtenant to the shares for which the clients are
beneficial owners.
Invesco believes that it has a duty to manage clients assets in the best economic interests of its
clients and that the ability to vote proxies is a client asset.
Invesco reserves the right to amend its proxy policies and procedures from time to time without
prior notice to its clients.
Voting of Proxies
Invesco will vote client proxies relating to equity securities in accordance with the procedures
set forth below unless a non-ERISA client retains in writing the right to vote, the named fiduciary
(e.g., the plan sponsor) of an ERISA client retains in writing the right to direct the plan trustee
voting a proxy
E-9
would be outweighed by the costs associated therewith. In addition, due to the distinct nature of
proxy voting for interests in fixed income assets and stable value wrap agreements, the proxies for
such fixed income assets and stable value wrap agreements will be voted in accordance with the
procedures set forth in the Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
section below.
Best Economic Interests of Clients
In voting proxies, Invesco will take into consideration those factors that may affect the value of
the security and will vote proxies in a manner in which, in its opinion, is in the best economic
interests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in the
best economic interests of clients.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
ISS Services
Invesco has contracted with ISS, an independent third party service provider, to vote Invescos
clients proxies according to ISS proxy voting recommendations determined by ISS pursuant to its
then-current US Proxy Voting Guidelines, a summary of which can be found
here
, and which
are deemed to be incorporated herein. In addition, ISS will provide proxy analyses, vote
recommendations, vote execution and record-keeping services for clients for which Invesco has proxy
voting responsibility. On an annual basis, the Proxy Committee will review information obtained
from ISS to ascertain whether ISS (i) has the capacity and competency to adequately analyze proxy
issues, and (ii) can make such recommendations in an impartial manner and in the best economic
interests of Invescos clients. This may include a review of ISS Policies, Procedures and
Practices Regarding Potential Conflicts of Interest and obtaining information about the work ISS
does for corporate issuers and the payments ISS receives from such issuers.
Custodians forward to ISS proxy materials for clients who rely on Invesco to vote proxies. ISS is
responsible for exercising the voting rights in accordance with the ISS proxy voting guidelines.
If Invesco receives proxy materials in connection with a clients account where the client has, in
writing, communicated to Invesco that the client, plan fiduciary or other third party has reserved
the right to vote proxies, Invesco will forward to the party appointed by client any proxy
materials it receives with respect to the account. In order to avoid voting proxies in
circumstances where Invesco, or any of its affiliates have or may have any conflict of interest,
real or perceived, Invesco has engaged ISS to provide the proxy analyses, vote recommendations and
voting of proxies.
In the event that (i) ISS recuses itself on a proxy voting matter and makes no recommendation or
(ii) Invesco decides to override the ISS vote recommendation, the Proxy Committee will review the
issue and direct ISS how to vote the proxies as described below.
E-10
Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
Some of Invescos fixed income clients hold interests in preferred stock of companies and some of
Invescos stable value clients are parties to wrap agreements. From time to time, companies that
have issued preferred stock or that are parties to wrap agreements request that Invescos clients
vote proxies on particular matters. ISS does not currently provide proxy analysis or vote
recommendations with respect to such proxy votes. Therefore, when a particular matter arises in
this category, the investment team responsible for the particular mandate will review the matter
and make a recommendation to the Proxy Manager as to how to vote the associated proxy. The Proxy
Manager will complete the proxy ballots and send the ballots to the persons or entities identified
in the ballots.
Proxy Committee
The Proxy Committee shall have seven (7) members, which shall include representatives from
portfolio management, operations, and legal/compliance or other functional departments as deemed
appropriate and who are knowledgeable regarding the proxy process. A majority of the members of
the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote
of those members in attendance at a meeting called for the purpose of determining how to vote a
particular proxy. The Proxy Committee shall keep minutes of its meetings that shall be kept with
the proxy voting records of Invesco. The Proxy Committee will appoint a Proxy Manager to manage
the proxy voting process, which includes the voting of proxies and the maintenance of appropriate
records.
The Proxy Manager shall call for a meeting of the Proxy Committee (1) when override submissions are
made; and (2) in instances when ISS has recused itself or has not provided a vote recommendation
with respect to an equity security. At such meeting, the Proxy Committee shall determine how
proxies are to be voted in accordance with the factors set forth in the section entitled Best
Economic Interests of Clients, above.
The Proxy Committee also is responsible for monitoring adherence to these procedures and engaging
in the annual review described in the section entitled ISS Services, above.
Recusal by ISS or Failure of ISS to Make a Recommendation
When ISS does not make a recommendation on a proxy voting issue or recuses itself due to a conflict
of interest, the Proxy Committee will review the issue and determine whether Invesco has a material
conflict of interest as determined pursuant to the policies and procedures outlined in the
Conflicts of Interest section below. If Invesco determines it does not have a material conflict
of interest, Invesco will direct ISS how to vote the proxies. If Invesco determines it does have a
material conflict of interest, the Proxy Committee will follow the policies and procedures set
forth in such section.
E-11
Override of ISS Recommendation
There may be occasions where Invesco investment personnel, senior officers or a member of the Proxy
Committee seek to override a ISS recommendation if they believe that a ISS recommendation is not in
accordance with the best economic interests of clients. In the event that an individual listed
above in this section disagrees with a ISS recommendation on a particular voting issue, the
individual shall document in writing the reasons that he/she believes that the ISS recommendation
is not in accordance with clients best economic interests and submit such written documentation to
the Proxy Manager for consideration by the Proxy Committee along with the certification attached as
Appendix A hereto. Upon review of the documentation and consultation with the individual and
others as the Proxy Committee deems appropriate, the Proxy Committee may make a determination to
override the ISS voting recommendation if the Committee determines that it is in the best economic
interests of clients and the Committee has addressed any conflict of interest.
Proxy Committee Meetings
When a Proxy Committee Meeting is called, whether because of a ISS recusal or request for override
of a ISS recommendation, the Proxy Committee shall request from the Chief Compliance Officer as to
whether any Invesco person has reported a conflict of interest.
The Proxy Committee shall review the report from the Chief Compliance Officer to determine whether
a real or perceived conflict of interest exists, and the minutes of the Proxy Committee shall:
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(1)
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describe any real or perceived conflict of interest,
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(2)
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determine whether such real or perceived conflict of interest is material,
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(3)
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discuss any procedure used to address such conflict of interest,
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(4)
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report any contacts from outside parties (other than routine communications
from proxy solicitors), and
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(5)
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include confirmation that the recommendation as to how the proxies are to be
voted is in the best economic interests of clients and was made without regard to any
conflict of interest.
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Based on the above review and determinations, the Proxy Committee will direct ISS how to vote the
proxies as provided herein.
Certain Proxy Votes May Not Be Cast
In some cases, Invesco may determine that it is not in the best economic interests of clients to
vote proxies. For example, proxy voting in certain countries outside
E-12
the United States requires share blocking. Shareholders who wish to vote their proxies must
deposit their shares 7 to 21 days before the date of the meeting with a designated depositary.
During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has
taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition,
voting certain international securities may involve unusual costs to clients, some of which may be
related to requirements of having a representative in person attend the proxy meeting. In other
cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for
instance when inadequate notice of the matter is provided. In the instance of loan securities,
voting of proxies typically requires termination of the loan, so it is not usually in the best
economic interests of clients to vote proxies on loaned securities. Invesco typically will not,
but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers
to efficient voting apply. Invesco will not vote if it determines that the cost of voting exceeds
the expected benefit to the client. The Proxy Manager shall record the reason for any proxy not
being voted, which record shall be kept with the proxy voting records of Invesco.
CONFLICTS OF INTEREST
Procedures to Address Conflicts of Interest and Improper Influence
In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have or
may have any conflict of interest, real or perceived, Invesco has contracted with ISS to provide
proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by ISS, each
vote recommendation provided by ISS to Invesco shall include a representation from ISS that ISS has
no conflict of interest with respect to the vote. In instances where ISS has recused itself or
makes no recommendation on a particular matter, or if an override submission is requested, the
Proxy Committee shall determine how to vote the proxy and instruct the Proxy Manager accordingly,
in which case the conflict of interest provisions discussed below shall apply.
In effecting the policy of voting proxies in the best economic interests of clients, there may be
occasions where the voting of such proxies may present a real or perceived conflict of interest
between Invesco, as the investment manager, and Invescos clients. For each director, officer and
employee of Invesco (Invesco person), the interests of Invescos clients must come first, ahead
of the interest of Invesco and any Invesco person, including Invescos affiliates. Accordingly, no
Invesco person may put personal benefit, whether tangible or intangible, before the interests of
clients of Invesco or otherwise take advantage of the relationship with Invescos clients.
Personal benefit includes any intended benefit for oneself or any other individual, company,
group or organization of any kind whatsoever, except a benefit for a client of Invesco, as
appropriate. It is imperative that each Invesco person avoid any situation that might compromise,
or call into question, the exercise of fully independent judgment that is in the interests of
Invescos clients.
E-13
Occasions may arise where a person or organization involved in the proxy voting process may have a
conflict of interest. A conflict of interest may exist if Invesco has a business relationship with
(or is actively soliciting business from) either the company soliciting the proxy or a third party
that has a material interest in the outcome of a proxy vote or that is actively lobbying for a
particular outcome of a proxy vote. Additional examples of situations where a conflict may exist
include:
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§
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Business Relationships where Invesco manages money for a company or an
employee group, manages pension assets or is actively soliciting any such business, or
leases office space from a company;
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§
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Personal Relationships where an Invesco person has a personal
relationship with other proponents of proxy proposals, participants in proxy contests,
corporate directors, or candidates for directorships; and
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§
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Familial Relationships where an Invesco person has a known familial
relationship relating to a company (e.g. a spouse or other relative who serves as a
director of a public company or is employed by the company).
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In the event that the Proxy Committee determines that Invesco (or an affiliate) has a material
conflict of interest, the Proxy Committee will not take into consideration the relationship giving
rise to the conflict of interest and shall, in its sole discretion, either (a) decide to vote the
proxies pursuant to ISS general proxy voting guidelines, (b) engage an independent third party to
provide a vote recommendation, or (c) contact Invescos client(s) for direction as to how to vote
the proxies.
In the event an Invesco person has a conflict of interest and has knowledge of such conflict of
interest, it is the responsibility of such Invesco person to disclose the conflict to the Chief
Compliance Officer. When a Proxy Committee meeting is called, the Chief Compliance Officer will
report to the Proxy Committee all real or potential conflicts of interest for the Proxy Committee
to review and determine whether such conflict is material. If the Proxy Committee determines that
such conflict is material and involves a person involved in the proxy voting process, the Proxy
Committee may require such person to recuse himself or herself from participating in the
discussions regarding the proxy vote item and from casting a vote regarding how Invesco should vote
such proxy. An Invesco person will not be considered to have a material conflict of interest if
the Invesco person did not know of the conflict of interest and did not attempt to influence the
outcome of a proxy vote.
In order to ensure compliance with these procedures, the Proxy Manager and each member of the Proxy
Committee shall certify annually as to their compliance with this policy. In addition, any Invesco
person who submits a ISS override recommendation to the Proxy Committee shall certify as to their
compliance with this policy concurrently with the submission of their override recommendation. A
form of such certification is attached as Appendix A.
E-14
In addition, members of the Proxy Committee must notify Invescos Chief Compliance Officer, with
impunity and without fear of retribution or retaliation, of any direct, indirect or perceived
improper influence exerted by any Invesco person or by an affiliated companys representatives with
regard to how Invesco should vote proxies. The Chief Compliance Officer will investigate the
allegations and will report his or her findings to the Invesco Risk Management Committee. In the
event that it is determined that improper influence was exerted, the Risk Management Committee will
determine the appropriate action to take, which actions may include, but are not limited to, (1)
notifying the affiliated companys Chief Executive Officer, its Management Committee or Board of
Directors, (2) taking remedial action, if necessary, to correct the result of any improper
influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of
the improper influence and cooperating fully with these regulatory agencies as required. In all
cases, the Proxy Committee shall not take into consideration the improper influence in determining
how to vote proxies and will vote proxies solely in the best economic interests of clients.
C. RECORDKEEPING
Records are maintained in accordance with Invescos Recordkeeping Policy.
Proxy Voting Records
The proxy voting statements and records will be maintained by the Proxy Manager on-site (or
accessible via an electronic storage site of ISS) for the first two (2) years. Copies of the proxy
voting statements and records will be maintained for an additional five (5) years by Invesco (or
will be accessible via an electronic storage site of ISS). Clients may obtain information about
how Invesco voted proxies on their behalf by contacting their client services representative.
Alternatively, clients may make a written request for proxy voting information to: Proxy Manager,
1555 Peachtree Street, N.E., Atlanta, Georgia 30309.
E-15
APPENDIX A
ACKNOWLEDGEMENT AND CERTIFICATION
I acknowledge that I have read the Invesco Proxy Voting Policy (a copy of which
has been supplied to me, which I will retain for future reference) and agree to comply
in all respects with the terms and provisions thereof. I have disclosed or reported
all real or potential conflicts of interest to the Invesco Chief Compliance Officer
and will continue to do so as matters arise. I have complied with all provisions of
this Policy.
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Print Name
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Date
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Signature
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I.1 Proxy Policy Appendix A
Acknowledgement and Certification
E-16
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Contents
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E-19
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Introduction
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E-19
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Scope
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E-19
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Responsible voting
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E-20
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Voting procedures
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E-20
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Dialogue with companies
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E-21
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Non-routine resolutions and other topics
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E-22
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Evaluation of companies environmental, social and governance arrangements (ESG)
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E-22
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Disclosure and reporting
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E-23
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UK Stewardship Code
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E-25
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Appendix 1 Voting on non-UK/European and blocked shares
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E-18
Invesco Perpetual
Policy on Corporate Governance and Stewardship
1.
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Introduction
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Invesco Perpetual (IP), a business name of Invesco Asset Management Limited, has adopted a
clear and considered policy towards its responsibility as a shareholder on behalf of all
investors in portfolios managed by them. As part of this policy, IP will take steps to
satisfy itself about the extent to which the companies in which it invests look after
shareholders value in their companies and comply with local recommendations and practices,
such as the UK Corporate Governance Code issued by the Financial Reporting Council and the
U.S. Department of Labor Interpretive Bulletins.
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IP has a responsibility to optimise returns to its investors. As a core part of the
investment process, IPs fund managers will endeavour to establish a dialogue with
management to promote company decision making that is in the best interests of shareholders,
and is in accordance with good Corporate Governance principles.
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Being a major shareholder in a company is more than simply expecting to benefit in its
future earnings streams. In IPs view, it is about helping to provide the capital it needs
to grow, it is about being actively involved in its strategy and it is about helping to
ensure that shareholder interests are always at the forefront of managements thoughts.
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IP considers that shareholder activism is fundamental to good Corporate Governance. Although
this does not entail intervening in daily management decisions, it does involve supporting
general standards for corporate activity and, where necessary, taking the initiative to
ensure those standards are met, with a view to protecting and enhancing value for our
investors in our portfolios.
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Engagement will also be proportionate and will reflect the size of holdings, length of
holding period and liquidity of the underlying company shares. This is because in most of
IPs investment jurisdictions, the only effective remedy of last resort available to
shareholders, other than liquidating their share ownership, is the removal of directors.
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2.
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Scope
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The scope of this policy covers all portfolios that are managed by the IP investment teams
located in Henley on Thames, United Kingdom and specifically excludes portfolios that are
managed by other investment teams within the wider Invesco group that have their own voting,
corporate governance and stewardship policies. As an example, within IPs ICVC range the
following funds are excluded: IP UK Enhanced Index, IP US Equity Benchmark Plus, IP Hong
Kong & China, IP Japanese Smaller Companies, IP Global Balanced Index Fund, IP Global ex-UK
Core Equity and the IP Global ex-UK Enhanced Index.
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3.
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Responsible voting
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One important means of putting shareholder responsibility into practice is via the
exercising of voting rights. In deciding whether to vote shares, IP will take into account
such factors as the likely impact of voting on management activity, and where expressed, the
preference of clients. As a result of these two factors, IP will tend to vote on all UK
and European shares, but to vote on a more selective basis on other shares. (See Appendix I
Voting on non-UK/European shares).
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IP considers that the voting rights attached to its clients investments should be actively
managed with the same duty of care as that applied to all other aspects of asset
administration. As such, voting rights will be exercised on an informed and independent
basis, and will not simply be passed back to the company concerned for discretionary voting
by the Chairman.
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E-19
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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In voting for or against a proposal, IP will have in mind three objectives, as follows:
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To protect the rights of its investors
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To minimise the risk of financial or business impropriety within the companies in
which its clients are invested, and
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To protect the long-term value of its clients investments.
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It is important to note that, when exercising voting rights, the third option of abstention
can also be used as a means of expressing dissatisfaction, or lack of support, to a board on
any particular issue. Additionally, in the event of a conflict of interest arising between
IP and its clients over a specific issue, IP will either abstain or seek instruction from
each client.
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IP will actively exercise the voting rights represented by the shares it manages on behalf
of its investors where it is granted the discretion to do so. In certain circumstances the
discretion is retained by the client, where they wish to be responsible for applying their
own right to vote.
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Note: Share blocking
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Generally, IP will not vote where this results in shares being blocked from trading for a
period of more than a few hours. IP considers that it is not in the interest of clients that
their shares are blocked at a potentially sensitive time, such as the time around a
shareholder meeting
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4.
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Voting procedures
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IP will endeavour to keep under regular review with trustees, depositaries, custodians and
third party proxy voting services the practical arrangements for circulating company
resolutions and notices of meetings and for exercising votes in accordance with standing or
special instructions. Although IPs proxy voting service will provide research and
recommendations for each resolution, each fund manager will cast their vote independently
considering their own research and dialogue with company management.
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Proxy voting research and services are currently provided by Institutional Shareholder
Services (ISS), part of the RiskMetrics Group.
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IP will endeavour to review regularly any standing or special instructions on voting and
where possible, discuss with company representatives any significant issues.
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IP will take into account the implications of stock lending arrangements where this is
relevant (that is, when stock is lent to the extent permitted by local regulations, the
voting rights attaching to that stock pass to the borrower). However, IP does not currently
enter into any stock lending arrangements as it believes the facility does not support
active shareholder engagement.
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5.
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Dialogue with companies
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IP will endeavour, where practicable in accordance with its investment approach, to
enter into a dialogue with companies based on the mutual understanding of objectives. This
dialogue is likely to include regular meetings with company representatives to explore any
concerns about corporate governance where these may impact on the best interests of clients.
In discussion with company boards and senior non-Executive Directors, IP will endeavour to
cover any matters of particular relevance to shareholder value.
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E-20
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Those people on the inside of a company, most obviously its executives, know their
businesses much more intimately. Therefore, it is usually appropriate to leave strategic
matters in their hands. However, if that strategy is not working, or alternatives need
exploring, IP will seek to influence the direction of that company where practicable. In
IPs view, this is part of its responsibility to investors, where possible, in shaping
strategy. Ultimately the business performance will have an impact on the returns generated
by IPs portfolios, whether it is in terms of share price performance or dividends, and IP
wants to seek to ensure that the capital IP has invested on behalf of its clients is being
used as effectively as possible. In the majority of cases IP is broadly in agreement with
the direction of a company that it has invested in, as its initial decision to invest will
have taken these factors into account. But these issues demand regular re-evaluation, which
can only be achieved through company meetings.
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The building of this relationship facilitates frank and open discussion, and ongoing
interaction is an integral part of the fund managers role. The fact that IP has been a
major shareholder in a number of companies for a long time, in particular within its
domestic UK portfolios, reflects both the fact that IPs original investment was based on a
joint understanding of where the business was going and the ability of the management to
execute that plan. Inevitably there are times when IPs views diverge from those of the
companys executives but, where possible, it attempts to work with the company towards a
practical solution. However, IP believes that its status as part-owner of a company means
that it has both the right and the responsibility to make its views known. The option of
selling out of that business is always open, but normally IP prefers to push for change,
even if this can be a slow process.
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Specifically when considering resolutions put to shareholders, IP will pay attention to
the companies compliance with the relevant local requirements. In addition, when analysing
the companys prospects for future profitability and hence returns to shareholders, IP will
take many variables into account, including but not limited to, the following:
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Nomination and audit committees
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Remuneration committee and directors remuneration
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Board balance and structure
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Financial reporting principles
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Internal control system and annual review of its effectiveness
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Dividend and Capital Management policies
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Socially Responsible Investing policies
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6.
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Non-routine resolutions and other topics
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These will be considered on a case-by-case basis and where proposals are put to the vote
will require proper explanation and justification by (in most instances) the board. Examples
of such proposals would be all political donations and any proposal made by a shareholder or
body of shareholders (typically a pressure group).
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Apart from the three fundamental voting objectives set out under Responsible Voting above,
considerations that IP might apply to non-routine proposals will include:
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The degree to which the companys stated position on the issue could affect its
reputation and/or sales, or leave it vulnerable to boycott or selective purchasing
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Peer group response to the issue in question
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Whether implementation would achieve the objectives sought in the proposal
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Whether the matter is best left to the Boards discretion.
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E-21
Invesco Perpetual
Policy on Corporate Governance and Stewardship
7.
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Evaluation of companies environmental, social and governance arrangements
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At IP, each fund manager is individually responsible for environmental, social and
governance (ESG) matters, rather than utilising ESG professionals or an internal / external
discrete team independent from the fund management process. ESG issues are deemed as an
essential component of the fund managers overall investment responsibilities. Additionally,
fund managers may call on the support of the IP Operations team on any ESG matter.
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As mentioned in Section 5, company meetings are an integral part of IPs investment research
approach and discussions at these meetings include all matters that might affect the share
price, including ESG issues.
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IPs research is structured to give it a detailed understanding of a companys key
historical and future, long-term business drivers, such as demand for its products, pricing
power, market share trends, cash flow and management strategy. This enables IPs investment
teams to form a holistic opinion of management strategy, the quality of the management, an
opinion on a companys competitive position, its strategic advantages/ disadvantages, and
corporate governance arrangements, thus incorporating any inherent ESG issues.
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IP will, when evaluating companies governance arrangements, particularly those
relating to board structure and composition, give due weight to all relevant factors brought
to its attention.
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8.
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Disclosure and reporting
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Although IP acknowledges initiatives of transparency, it is also very aware of its fiduciary
duty and the interests of all investors in portfolios managed by them. As such, IP is very
cognisant that disclosure of any meeting specific information may have a detrimental affect
in its ability to manage its portfolios and ultimately would not be in the best interests of
all shareholders. Primarily, this is for investor protection and to allow IPs fund managers
to manage their portfolios in the interests of all its clients.
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Although IP does not report specific findings of company meetings for external use, regular
illustrations will be provided to demonstrate that active engagement is at the heart of its
investment process.
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For clients with individual mandates, (i.e. not invested in a fund), IP may discuss specific
issues where it can share details of a clients portfolio with that specific client.
Occasionally, where IP has expressed strong views to management over matters of governance,
those views have gained media attention, but IP will never seek to encourage such debates in
the media.
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On request from investors, IP will in good faith provide records of voting instructions
given to third parties such as trustees, depositaries and custodians provided that:
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In IPs view, it does not conflict with the best interests of other investors and
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It is understood that IP will not be held accountable for the expression of views
within such voting instructions and
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IP is not giving any assurance nor undertaking nor has any obligation to ensure
that such instructions resulted in any votes actually being cast. Records of voting
instructions within the immediate preceding three months will not normally be
provided for activities within the funds managed by IP.
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Note:
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The record of votes will reflect the voting instruction of the relevant fund manager.
This may not be the same as votes actually cast as IP is entirely reliant on third parties
complying promptly with such instructions to ensure that such votes are cast correctly.
Accordingly, the
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E-22
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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provision of information relating to an instruction does not mean that a vote was
actually cast, just that an instruction was given in accordance with a particular view
taken.
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9.
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The UK Stewardship Code
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The UK Stewardship Code (the Code)issued by the Financial Reporting Council (FRC) aims to
enhance the quality of engagement between institutional investors and companies to help
improve long-term returns to shareholders and the efficient exercise of governance
responsibilities. The Code sets out seven principles, which support good practice on
engagement with UK investee companies and to which the FRC believes institutional investors
should aspire. The Code is applied on a comply or explain approach. IP sets out below how
it complies with each principle or details why it chooses not to.
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Principle 1
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Institutional investors should publicly disclose their policy on how they will discharge
their stewardship responsibilities
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IP complies with Principle 1 and publishes the Invesco Perpetual Policy on Corporate
Governance and Stewardship on its website
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http://investor.invescoperpetual.co.uk/portal/site/ipinvestor/aboutus/ukstewardshipcode/
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Principle 2
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Institutional investors should have a robust policy on managing conflicts of interest in
relation to stewardship and this policy should be publicly disclosed.
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IP complies with Principle 2 by meeting its regulatory requirement of having an effective
Conflicts of Interest Policy. Any conflicts of interest arising through its stewardship of
investee companies will be handled in accordance with that policy.
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In respect of stewardship, IP anticipates the opportunity for conflicts arising would be
limited, e.g. where it invests in a company that is also a broker (i.e. dealing) of, or
client of IP.
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Principle 3
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Institutional investors should monitor their investee companies.
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As an active shareholder, IP complies with Principle 3. Through its investment process, fund
managers endeavour to establish on a proportionate basis ongoing dialogue with company
management and this is likely to include regular meetings. In discussions with company
boards and senior non-Executive Directors, IP will explore any concerns about corporate
governance where these may impact on the best interests of clients, together with any other
matters of particular value to shareholders.
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Meeting company boards of investee companies is a core part of IPs investment process and
IP is committed to keeping records of all future key engagement activities.
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When casting votes on behalf of investors, IP keeps detailed records of all instructions
given in good faith to third parties such as trustees, depositories and custodians. Although
the rationale for voting in a particular manner is not automatically captured through the
voting process, the individually responsible fund manager would be expected to be able to
clearly articulate their decision whenever required.
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E-23
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Principle 4
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Institutional investors should establish clear guidelines on when and how they will escalate
their activities as a method of protecting and enhancing shareholder value.
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IP complies with Principle 4 with its fund managers managing corporate governance matters
independently being a key part of their investment process to protect and add value on
behalf investors. Initially any issues / concerns would be raised by its fund managers
through IPs process of ongoing dialogue and company meetings. On occasions that a fund
manager believes an issue is significant enough to be escalated, this will be done through
IPs Chief Investment Officer (CIO) and the IP Operations team who will ensure the relevant
internal resources are made available to support the fund manager in securing the most
appropriate outcome for IPs clients.
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Principle 5
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Institutional investors should be willing to act collectively with other investors where
appropriate.
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IP is supportive of collective engagement in cases where objectives between parties are
mutually agreeable and, as they pertain to the UK market, are not in breach of concert
party rules. Other shareholders can engage directly with the relevant fund manager or
through an investment adviser. Alternatively, enquiries can be directed to the members of
the IP Operations team detailed below:
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Charles Henderson Head of IP Operations and Dealing
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Dan Baker IP Operations Manager
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Principle 6
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Institutional investors should have a clear policy on voting and disclosure of voting
activity.
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As detailed in Section 3, IP is committed to voting on all the UK stocks it holds for its
underlying investors and where it has the full discretion to do so. Whilst comprehensive
records of IPs voting instructions are maintained, IP does not report specifically on its
voting activity. Whilst being mindful of its fiduciary duty and the interest of all
investors, IP believes that automatic public disclosure of its voting records may have a
detrimental affect on its ability to manage its portfolios and ultimately would not be in
the best interest of all shareholders.
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On specific requests from clients, IP will in good faith provide records of voting
instructions given to third parties such as trustees, depositaries and custodians subject to
limitations detailed in Section 8.
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Principle 7
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Institutional investors should report periodically on their stewardship and voting
activities.
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IP complies with Principle 7 through a commitment to provide regular illustrations of
its engagement activities and to respond to voting record requests from investors in its
portfolios on an individual basis.
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Although IP does not report specific findings of company meetings for external use, regular
illustrations will be provided to demonstrate that active engagement is at the heart of its
investment process. On request from investors, IP will in good faith provide records of
voting instructions given to third parties such as trustees, depositaries and custodians
subject to certain limitations outlined in Section 8. Although the rationale for its voting
decision is not captured through the voting process, individual fund managers would be
expected to articulate their decision whenever required.
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E-24
Invesco Perpetual
Policy on Corporate Governance and Stewardship
Appendix 1
Voting on non-UK/European shares
When deciding whether to exercise the voting rights attached to its clients non-UK/European
shares, IP will take into consideration a number of factors. These will include the:
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Likely impact of voting on management activity, versus the cost to the client
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Portfolio management restrictions (e.g. share blocking) that may result from voting
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Preferences, where expressed, of clients
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Generally, IP will vote on non-UK/European shares by exception only, except where the client or
local regulator expressly requires voting on all shares.
Note: Share blocking
Generally, IP will not vote where this results in shares being blocked from trading for a period of
more than a few hours. IP considers that it is not in the interest of clients that their shares are
blocked at a potentially sensitive time, such as that around a shareholder meeting.
E-25
As at 30 September 2010.
Information our products is available on the contact details provided below.
Telephone calls may be recorded.
The value of investments and any income will fluctuate (this may partly be the result of exchange
rate fluctuations) and investors may not get back the full amount invested.
Past performance is not a guide to future returns.
Where Invesco Perpetual has expressed views and opinions, these may change.
Invesco Perpetual is a business name of Invesco Asset Management Limited. Authorised and regulated
by the Financial Services Authority.
Invesco Asset Management Limited
Perpetual Park, Perpetual Park Drive, Henley-on-Thames,
Oxfordshire, RG9 1HH
Telephone: Broker Services 0800 0282121
www.invescoperpetual.co.uk
30 Finsbury Square, London EC2A 1AG
Telephone: 020 7065 4000
www.invescoperpetual.co.uk/institutional
Registered in England 949417
Registered Office: 30 Finsbury Square, London, EC2A 1AG
E-26
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1.1
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Introduction
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Invesco recognises its fiduciary obligation to act in the best interests of all
clients, be they superannuation trustees, institutional clients, unit-holders in
managed investment schemes or personal investors. One way Invesco represents its
clients in matters of corporate governance is through the proxy voting process.
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This policy sets out Invesco Australias approach to proxy voting in the context of
portfolio management, client service responsibilities and corporate governance
principles.
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This policy applies to;
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all Australian based and managed funds and mandates, in accordance with
IFSA Standard No. 13.00 October 2004, clause 9.1 and footnote #3.
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This policy does not apply;
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where investment management of an international fund has been delegated to
an overseas Invesco company, proxy voting will rest with that delegated
manager.
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In order to facilitate its proxy voting process and to avoid conflicts of interest
where these may arise, Invesco may retain a professional proxy voting service to
assist with in-depth proxy research, vote recommendations, vote execution, and the
necessary record keeping.
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1.2
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Guiding Principles
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1.2.1
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The objective of Invescos Proxy Voting Policy is to promote the economic
interests of its clients. At no time will Invesco use the shareholding powers exercised
in respect of its clients investments to advance its own commercial interests, to
pursue a social or political cause that is unrelated to clients economic interests, or
to favour a particular client or other relationship to the detriment of others.
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1.2.2
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The involvement of Invesco as an institutional shareholder will not extend to
interference in the proper exercise of Board or management responsibilities, or impede
the ability of companies to take the calculated commercial risks which are essential
means of adding value for shareholders.
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1.2.3
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The primary aim of the policy is to encourage a culture of performance among
investee companies, rather than one of mere conformance with a prescriptive set of rules
and constraints.
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1.2.4
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Invesco considers that proxy voting rights are an important power, which if
exercised diligently can enhance client returns, and should be managed with the same
care as any other asset managed on behalf of its clients.
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1.2.5
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Invesco may choose not to vote on a particular issue if this results in shares
being blocked from trading for a period of more than 4
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E-27
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hours; it may not be in the interest of clients if the liquidity of investment
holdings is diminished at a potentially sensitive time, such as that around a
shareholder meeting.
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1.3
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Proxy Voting Authority
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1.3.1
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Authority Overview
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An important dimension of Invescos approach to corporate governance is the
exercise of proxy voting authority at the Annual General Meetings or other
decision-making forums of companies in which we manage investments on behalf of
clients.
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Proxy voting policy follows two streams, each defining where discretion to
exercise voting power should rest with Invesco as the investment manager
(including its ability to outsource the function), or with individual mandate
clients.
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Under the first alternative, Invescos role would be both to make voting
decisions, for pooled funds and on individual mandate clients behalf, and to
implement those decisions.
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Under the second alternative, where IM clients retain voting control, Invesco has no
role to play other than administering voting decisions under instructions from our
clients on a cost recovery basis.
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1.3.2
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Individually-Managed Clients
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IM clients may elect to retain voting authority or delegate this authority to Invesco.
If delegated, Invesco will employ either ISS or ASCI guidelines (selected at
inception by the client) but at all times Invesco Investment Managers will retain the
ability to override any decisions in the interests of the client. Alternate overlays
and ad hoc intervention will not be allowed without Board approval.
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In cases where voting authority is delegated by an individually-managed client,
Invesco recognises its responsibility to be accountable for the decisions it makes.
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Some individually-managed clients may wish to retain voting authority for themselves,
or to place conditions on the circumstances in which it can be exercised by investment
managers
1
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The choice of this directive will occur at inception or at major review events only.
Individually managed clients will not be allowed to move on an ad hoc basis between
delegating control to the funds manager and full direct control.
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1
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In practice, it is believed that this option
is generally only likely to arise with relatively large clients such as
trustees of major superannuation funds or statutory corporations that have the
resources to develop their own policies and to supervise their implementation
by investment managers and custodians. In particular, clients who have
multiple equity managers and utilise a master custody arrangement may be more
likely to consider retaining voting authority in order to ensure consistency of
approach across their total portfolio. Such arrangements will be costed into
administration services at inception.
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E-28
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1.3.3
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Pooled Fund Clients
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The funds manager is required to act solely in the collective
interests of unit holders at large rather than as a direct agent or delegate
of each unit holder. The legal relationship that exists means it is not
possible for the manager to accept instructions from a particular pooled fund
client as to how to exercise proxy voting authority in a particular instance.
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Invescos accountability to pooled fund clients in exercising its fiduciary
responsibilities is best addressed as part of the managers broader client
relationship and reporting responsibilities.
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In considering proxy voting issues arising in respect of
pooled fund shareholdings, Invesco will act solely in accordance with its
fiduciary responsibility to take account of the collective interests of unit
holders in the pooled fund as a whole.
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All proxy voting decisions may be delegated to an outsourced
provider, but Invesco investment managers will retain the ability to override
these decisions in the interests of fund unit holders.
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1.4
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Key Proxy Voting Issues
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1.4.1
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Issues Overview
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Invesco will consider voting requirements on all issues at all company meetings
directly or via an outsourced provider. We will generally not announce our voting
intentions and the reasons behind them.
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1.4.2
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Portfolio Management Issues
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Invesco does not consider it feasible or desirable to prescribe in advance
comprehensive guidelines as to how it will exercise proxy voting authority in all
circumstances. The primary aim of Invescos approach to corporate governance is
to encourage a culture of performance among the companies in which we invest in
order to add value to our clients portfolios, rather than one of mere conformance
with a prescriptive set of rules and constraints.
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As a general rule, Invesco will vote against any actions that will reduce the
rights or options of shareholders, reduce shareholder influence over the board of
directors and management, reduce the alignment of interests between management and
shareholders, or reduce the value of shareholders investments, unless balanced by
reasonable increase in net worth of the shareholding.
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Where appropriate, Invesco will also use voting powers to influence companies to
adopt generally accepted best corporate governance practices in areas such as
board composition, disclosure policies and the other areas of recommended
corporate governance practice.
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Administrative constraints are highlighted by the fact that many issues on which
shareholders are in practice asked to vote are routine matters relating to
the ongoing administration of the company eg. approval of financial
accounts or housekeeping amendments to Articles of Association. Generally in
such cases,
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E-29
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Invesco will be in favour of the motion as most companies take seriously their
duties and are acting in the best interests of shareholders. However, reasonable
consideration of issues and the actual casting of a vote on all such resolutions
would entail an unreasonable administrative workload and cost. For this reason,
Invesco may outsource all or part of the proxy voting function at the expense of
individual funds. Invesco believes that an important consideration in the framing
of a proxy voting policy is the need to avoid unduly diverting resources from our
primary responsibilities to add value to our clients investments through
portfolio management and client service.
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1.5
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Internal Proxy Voting Procedure
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In situations where an override decision is required to be made or where the
outsourced provider has recused itself from a vote recommendation, the
responsible Investment Manager will have the final say as to how a vote will be
cast.
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In the event that a voting decision is considered not to be in the best
interests of a particular client or where a vote is not able to be cast, a
meeting may be convened at any time to determine voting intentions. The meeting
will be made up of at least three of the following:
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Chief Executive Officer;
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Head of Operations & Finance;
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Head of either Legal or Compliance; and
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Relevant Investment Manager(s).
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Invesco will keep records of its proxy voting activities, directly or through outsourced
reporting.
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Upon client election, Invesco will report quarterly or annually to the client on proxy
voting activities for investments owned by the client.
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A record will be kept of the voting decision in each case by Invesco or its outsourced
provider. Invesco will disclose on an annual basis, a summary of its proxy voting
statistics on its website as required by IFSA standard No. 13 Proxy Voting.
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E-30
Voting Rights Policy
This document sets out the high level Proxy Voting policy of
Invesco Asset
Management GmbH and Invesco Kapitalanlagegesellschaft mbH. The principles within this
policy are followed by both Invesco Asset Management GmbH and Invesco
Kapitalanlagegesellschaft mbH or to any of its delegates as applicable
Introduction:
Invesco Asset Management GmbH and Invesco Kapitalanlagegesellschaft mbH is committed to
the fair and equitable treatment of all its clients. As such Invesco Asset Management GmbH
and Invesco Kapitalanlagegesellschaft mbH has put in place procedures to ensure that
voting rights attached to securities within a UCITS for which it is the Management Company
are exercised where appropriate and in the best interests of the individual UCITS itself.
Where Invesco Asset Management GmbH and Invesco Kapitalanlagegesellschaft mbH delegates
the activity of Investment Management it will ensure that the delegate has in place
policies and procedures consistent with the principles of this policy.
Outline of Voting Rights Process
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Voting opportunities which exist in relation to securities within each individual
UCITS are monitored on an ongoing basis in order to ensure that advantage can be
taken of any opportunity that arises to benefit the individual UCITS.
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It is has been identified that a voting opportunity exist, an investment decisions is
taken whether or not the opportunity to vote should be exercised and, if relevant, the
voting decision to be taken. Considerations which are taken into account include:
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the cost of participating in the vote relative to the potential benefit to the UCITS
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the impact of participation in a vote on the liquidity of the securities creating
the voting opportunity due to the fact that some jurisdictions will require that the
securities are not sold for a period if they are the subject of a vote.
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Other factors as deemed appropriate by the Investment Manager in relation to the
investment objectives and policy of the individual UCITS.
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It may be the case that an investment decision is taken not to participate in a vote. Such
decisions can be equally appropriate due to the considerations applied by the investment
team to determine the relative benefit to the individual UCITS, based on criteria such as
fund size, investment objective, policy and investment strategy applicable.
E-31
Information on Voting Activity:
Further information on votes which were available to individual UCITS and actions taken
are available to unitholders free of charge and by request to the UCITS Management
Company.
Conflicts of Interest:
(name of management company) has a Conflict of Interest Policy which outlines the
principles for avoiding, and where not possible, managing conflicts of interest. At no
time will Invesco use shareholding powers in respect of individual UCITS to advance its
own commercial interests, to pursue a social or political cause that is unrelated to a
UCITS economic interests, or to favour another UCITS or client or other relationship to
the detriment of others. This policy is available, free of cost, from the (name of
Management Company.)
E-32
B6. Proxy Voting
Policy Number: B-6 Effective Date: May 1,
2001 Revision Date: December 2010
1.
Purpose and Background
In its trusteeship and management of mutual funds, Invesco Trimark acts as fiduciary to the
Fund and must act in its best interest.
2.
Application
Invesco Trimark will make every effort to exercise all voting rights with respect to
securities held in the accounts (Accounts) that it acts as investment fund manager and/or adviser
including separately managed portfolios (SMPs), investment funds offered in Canada (Canadian
Funds), investment funds registered under and governed by the US Investment Company Act of 1940,
as amended, and to which Invesco Trimark provides advisory services (the US Funds).but excluding
Accounts (Sub-Advised Accounts) that are sub-advised to affiliated or third party advisers
(Sub-Advisers) to provide investment advice to such accounts. Proxies for Sub-Advised Accounts
will be voted in accordance with the Sub-Advisers policy, unless the sub-advisory agreement or
investment management agreement between the client and Invesco Trimark provides otherwise.
Unless the investment management agreement between Invesco Trimark and its client provides
otherwise, Invesco Trimarks portfolio managers have responsibility for exercising all proxy votes
and in doing so, for acting in the best interest of the Account. Portfolio managers must vote
proxies in accordance with the Invesco Trimark Proxy Voting Guidelines (the Guidelines), as
amended from time to time, a copy of which is attached to this policy.
When a proxy is voted against the recommendation of the publicly traded companys management,
the portfolio manager or designate will provide to the Chief Investment Officer (CIO) the reasons
in writing for any vote in opposition to managements recommendation.
Invesco Trimark may delegate to a third party the responsibility to vote proxies on behalf of
all or certain Accounts, in accordance with the Guidelines.
3.
Proxy Administration, Records Management and Data Retention
3.1 Proxy Administration
Invesco Trimark has a dedicated proxy team within the Investment Operations and Support
department (Proxy Team). This team is responsible for managing all proxy voting materials. The
Proxy Team endeavours to ensure that all proxies and notices are received from all issuers on a
timely basis.
E-33
Proxy voting circulars for all companies are received electronically through an external
service provider. Circulars for North American companies and ADRs are generally also received in
paper format.
Once a circular is received, the Proxy Team verifies that all shares and Accounts affected are
correctly listed. The Proxy Team then gives a copy of the proxy ballot to each affected portfolio
manager and maintains a tracking list to ensure that all proxies are voted within the prescribed
deadlines.
Once voting information has been received from the portfolio managers, voting instructions are
sent electronically to the service provider who then forwards the instructions to the appropriate
proxy voting agent or transfer agent.
3.2 Records Management and Data Retention
Invesco Trimark will maintain for all Accounts a record of all proxies received, a record of
votes cast and a copy of the reasons for voting against management. In addition, for the US Funds
Invesco Trimark will maintain a copy of any document created by Invesco Trimark that was material
to making a decision how to vote proxies on behalf of a U.S. Fund and that memorializes the basis
of that decision.
The external proxy service provider retains on behalf of Invesco Trimark electronic records of
the votes cast and agrees to provide Invesco Trimark with a copy of proxy records promptly upon
request. The service provider must make all documents available to Invesco Trimark for a period of
7 years.
In the event that Invesco Trimark ceases to use an external service provider, all documents
would be maintained and preserved in an easily accessible place i) for a period of 2 years where
Invesco Trimark carries on business in Canada and ii) for a period of 5 years thereafter at the
same location or at any other location.
4.
Reporting
The CIO will report on proxy voting to the Compliance Committees of the Invesco Trimark Fund
Advisory Board and the Boards of Directors of Invesco Trimark Canada Fund Inc. and Invesco Trimark
Corporate Class Inc. (collectively, the Board Compliance Committees) on an annual basis with
respect to all Canadian Funds and investment funds managed by Invesco Trimark but sub-advised by a
Sub-Adviser. The CIO will report on proxy voting to the Board of Directors of the US Funds as
required from time to time.
In accordance with National Instrument 81-106 (NI 81-106), proxy voting records for all
Canadian mutual funds must be prepared annually (for the period ended June 30) and must be posted
on Invesco Trimarks website no later than August 31st of each year.
The Invesco Trimark Compliance department (Compliance department) will review a sample of
the proxy voting records posted on Invesco Trimarks website on an annual basis to confirm that the
records are posted by the August 31st deadline under NI 81-106.
E-34
A summary of the review will be
maintained and preserved by the Compliance department in an easily accessible place i) for a period
of 2 years where Invesco Trimark
carries on business in Canada and ii) for a period of 5 years thereafter at the same location or at
any other location.
E-35
INVESCO TRIMARK
PROXY VOTING GUIDELINES
Purpose
The purpose of this document is to describe Invesco Trimarks general guidelines for voting
proxies received from companies held in the accounts (Accounts) for which it acts as investment
fund manager and/or adviser including separately managed portfolios (SMPs), investment funds
offered in Canada (Canadian Funds) and investment funds registered under and governed by the US
Investment Company Act of 1940, as amended, and to which Invesco Trimark provides advisory services
(the US Funds) but excluding Accounts (Sub-Advised Accounts) that are sub-advised by affiliated
or third party advisers (Sub-Advisers) to provide investment advice to such accounts. Proxies
for Sub-Advised Accounts will be voted in accordance with the Sub-Advisers policy, unless the
sub-advisory agreement or investment advisory agreement between the client and Invesco Trimark
provides otherwise.
As part of its due diligence, the Invesco Trimark Compliance department will review the proxy
voting policies & procedures of any new sub-advisors to ensure that they are appropriate in the
circumstances.
Introduction
Invesco Trimark has a fiduciary obligation to act in the best long-term economic interest of
the Accounts when voting proxies of portfolio companies.
The default is to vote with the recommendation of the publicly traded companys management.
As a general rule, Invesco Trimark shall vote against any actions that would:
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reduce the rights or options of shareholders,
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reduce shareholder influence over the board of directors and management,
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reduce the alignment of interests between management and shareholders, or
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reduce the value of shareholders investments.
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At the same time, since Invesco Trimarks Toronto-based portfolio managers follow an
investment discipline that includes investing in companies that are believed to have strong
management teams, the portfolio managers will generally support the management of companies in
which they invest, and will accord proper weight to the recommendations of company management.
Therefore, in most circumstances, votes will be cast in accordance with the recommendations of
company management.
E-36
While Invesco Trimarks proxy voting guidelines are stated below, the portfolio managers will
take into consideration all relevant facts and circumstances (including
country specific considerations), and retain the right to vote proxies as deemed appropriate.
These guidelines may be amended from time to time.
Conflicts of Interest
When voting proxies, Invesco Trimarks portfolio managers assess whether there are material
conflicts of interest between Invesco Trimarks interests and those of the Account. A potential
conflict of interest situation may include where Invesco Trimark or an affiliate manages assets
for, provides other financial services to, or otherwise has a material business relationship with,
a company whose management is soliciting proxies, and failure to vote in favour of management of
the company may harm Invesco Trimarks relationship with the company. In all situations, the
portfolio managers will not take Invesco Trimarks relationship with the company into account, and
will vote the proxies in the best interest of the Account. To the extent that a portfolio manager
has any personal conflict of interest with respect to a company or an issue presented, that
portfolio manager should abstain from voting on that company or issue. Portfolio managers are
required to report to the CIO any such conflicts of interest and/or attempts by outside parties to
improperly influence the voting process. The CIO will report any conflicts of interest to the
Trading Committee and the Independent Review Committee on an annual basis.
I. BOARDS OF DIRECTORS
We believe that a board that has at least a majority of independent directors is integral to
good corporate governance. Unless there are restrictions specific to a companys home
jurisdiction, key board committees, including audit and compensation committees, should be
completely independent.
Voting on Director Nominees in Uncontested Elections
Votes in an uncontested election of directors are evaluated on a
case-by-case
basis,
considering factors that may include:
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Long-term company performance relative to a market index,
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Composition of the board and key board committees,
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Nominees attendance at board meetings,
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Nominees time commitments as a result of serving on other company boards,
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Nominees investments in the company,
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Whether the chairman is also serving as CEO, and
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Whether a retired CEO sits on the board.
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Voting on Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a
case-by-case
basis, considering
factors that may include:
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Long-term financial performance of the target company relative to its industry,
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Managements track record,
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Background to the proxy contest,
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Qualifications of director nominees (both slates),
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Evaluation of what each side is offering shareholders as well as the likelihood
that the proposed objectives and goals can be met, and
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Stock ownership positions.
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Majority Threshold Voting for Director Elections
We will generally vote
for
proposals that require directors to be elected with an affirmative
majority of votes cast unless the relevant portfolio manager believes that the company has adopted
formal corporate governance principles that present a meaningful alternative to the majority voting
standard.
Separating Chairman and CEO
Shareholder proposals to separate the chairman and CEO positions should be evaluated on a
case-by-case
basis.
While we generally support these proposals, some companies have governance structures in place
that can satisfactorily counterbalance a combined position. Voting decisions will take into
account factors such as:
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Designated lead director, appointed from the ranks of the independent board members
with clearly delineated duties;
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Majority of independent directors;
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All-independent key committees;
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Committee chairpersons nominated by the independent directors;
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CEO performance is reviewed annually by a committee of outside directors; and
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Established governance guidelines.
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Majority of Independent Directors
While we generally support proposals asking that a majority of directors be independent, each
proposal should be evaluated on a case-by-case basis.
We generally vote for proposals that request that the boards audit, compensation, and/or
nominating committees be composed exclusively of independent directors.
Stock Ownership Requirements
We believe that individual directors should be appropriately compensated and motivated to act
in the best interests of shareholders. Share ownership by directors better aligns their interests
with those of other shareholders. Therefore, we believe that meaningful share ownership by
directors is in the best interest of the company.
We generally vote
for
proposals that require a certain percentage of a directors compensation
to be in the form of common stock.
Size of Boards of Directors
We believe that the number of directors is important to ensuring the boards effectiveness in
maximizing long-term shareholder value. The board must be large enough to allow it to adequately
discharge its responsibilities, without being so large that it becomes cumbersome.
While we
will prefer a board of no fewer than 5 and no more than 16 members, each situation
will be considered on a
case-by-case
basis taking into consideration the specific company
circumstances.
Classified or Staggered Boards
In a classified or staggered board, directors are typically elected in two or more classes,
serving terms greater than one year.
We prefer the annual election of all directors and will generally
not support
proposals that
provide for staggered terms for board members. We recognize that there may be jurisdictions where
staggered terms for board members is common practice and, in such situations, we will review the
proposals on a
case-by-case
basis.
Director Indemnification and Liability Protection
We recognize that many individuals may be reluctant to serve as corporate directors if they
are personally liable for
all
lawsuits and legal costs. As a result, limitations on
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directors liability can benefit the corporation and its shareholders by helping to attract and
retain qualified directors while providing recourse to shareholders on areas of misconduct by
directors.
We generally vote
for
proposals that limit directors liability and provide indemnification as
long as the arrangements are limited to the director acting honestly and in good faith
with a view to the best interests of the corporation and, in criminal matters, are limited to the
director having reasonable grounds for believing the conduct was lawful.
II. AUDITORS
A strong audit process is a requirement for good corporate governance. A significant aspect
of the audit process is a strong relationship with a knowledgeable and independent set of auditors.
Ratification of Auditors
We believe a company should limit its relationship with its auditors to the audit engagement,
and certain closely related activities that do not, in the aggregate, raise an appearance of
impaired independence.
We generally vote
for
the reappointment of the companys auditors unless:
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It is not clear that the auditors will be able to fulfill their function;
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There is reason to believe the auditors have rendered an opinion that is neither
accurate nor indicative of the companys financial position; or
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The auditors have a significant professional or personal relationship with the
issuer that compromises their independence.
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Disclosure of Audit vs. Non-Audit Fees
Understanding the fees earned by the auditors is important for assessing auditor independence.
Our support for the re-appointment of the auditors will take into consideration whether the
management information circular contains adequate disclosure about the amount and nature of audit
vs. non-audit fees.
There may be certain jurisdictions that do not currently require disclosure of audit vs.
non-audit fees. In these circumstances, we will generally
support
proposals that call for this
disclosure.
III. COMPENSATION PROGRAMS
Appropriately designed equity-based compensation plans, approved by shareholders, can be an
effective way to align the interests of long-term shareholders and the interests of management,
employees and directors. Plans should not substantially dilute shareholders ownership interests
in the company, provide participants with excessive
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awards or have objectionable structural
features. We will consider each compensation plan in its entirety (including all incentives,
awards and other compensation) to determine if the plan provides the right incentives to managers
and directors and is reasonable on the whole.
While we generally encourage companies to provide more transparent disclosure related to their
compensation programs, the following are specific guidelines dealing with some
of the more common features of these programs (features not specifically itemized below will be
considered on a
case-by-case
basis taking into consideration the general principles described
above):
Cash Compensation and Severance Packages
We will generally
support
the boards discretion to determine and grant appropriate cash
compensation and severance packages.
Executive Compensation (say on pay)
Proposals requesting that companies subject each years compensation record to a non binding
advisory shareholder vote, or so-called say on pay proposals will be evaluated on a
case-by-case
basis.
Equity Based Plans Dilution
Equity compensation plans can increase the number of shares of a company and therefore dilute
the value of existing shares. While such plans can be an effective compensation tool in moderation,
they can be a concern to shareholders and their cost needs to be closely watched. We assess
proposed equity compensation plans on a
case-by-case
basis.
Employee Stock Purchase Plans
We will generally vote
for
the use of employee stock purchase plans to increase company stock
ownership by employees, provided that shares purchased under the plan are acquired for no less than
85% of their market value. It is recognized that country specific circumstances may exist (e.g.
tax issues) that require proposals to be reviewed on a
case-by-case
basis.
Loans to Employees
We will vote
against
the corporation making loans to employees to allow employees to pay for
stock or stock options. It is recognized that country specific circumstances may exist that
require proposals to be reviewed on a
case-by-case
basis.
Stock Option Plans Board Discretion
We will vote
against
stock option plans that give the board broad discretion in setting the
terms and conditions of the programs. Such programs should be submitted with detail
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and be
reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising
the options.
Stock Option Plans Inappropriate Features
We will generally vote
against
plans that have any of the following structural features:
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ability to re-price underwater options without shareholder approval,
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ability to issue options with an exercise price below the stocks current market
price,
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ability to issue reload options, or
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automatic share replenishment (evergreen) features.
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Stock Option Plans Director Eligibility
While we prefer stock ownership by directors, we will
support
stock option plans for directors
as long as the terms and conditions of director options are clearly defined
Stock Option Plans Repricing
We will vote
for
proposals to re-price options if there is a value-for-value (rather than a
share-for-share) exchange.
Stock Option Plans Vesting
We will vote
against
stock option plans that are 100% vested when granted.
Stock Option Plans Authorized Allocations
We will generally vote
against
stock option plans that authorize allocation of 25% or more of
the available options to any one individual.
Stock Option Plans Change in Control Provisions
We will vote
against
stock option plans with change in control provisions that allow option
holders to receive more for their options than shareholders would receive for their shares.
IV. CORPORATE MATTERS
We will review proposals relating to changes to capital structure and restructuring on a
case-by-case basis, taking into consideration the impact of the changes on corporate governance and
shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of
dilution, and a companys industry and performance in terms of shareholder returns.
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Common Stock Authorization
We will review proposals to increase the number of shares of common stock authorized for issue
on a
case-by-case
basis.
Dual Class Share Structures
Dual class share structures involve a second class of common stock with either superior or
inferior voting rights to those of another class of stock.
We will generally vote
against
proposals to create or extend dual class share structures where
classes have different voting rights.
Stock Splits
We will vote
for
proposals to increase common share authorization for a stock split, provided
that the increase in authorized shares would not result in excessive dilution given a companys
industry and performance in terms of shareholder returns.
Reverse Stock Splits
We will vote
for
proposals to implement a reverse stock split, provided that the reverse split
does not result in an increase of authorized but unissued shares of more than 100% after giving
effect to the shares needed for the reverse split.
Share Repurchase Programs
We will vote
against
proposals to institute open-market share repurchase plans if all
shareholders do not participate on an equal basis.
Reincorporation
Reincorporation involves re-establishing the company in a different legal jurisdiction.
We will generally vote
for
proposals to reincorporate the company provided that the board and
management have demonstrated sound financial or business reasons for the move. Proposals to
reincorporate will generally
not be supported
if solely as part of an anti-takeover defense or as a
way to limit directors liability.
Mergers & Acquisitions
We will vote
for
merger & acquisition proposals that the relevant portfolio managers believe,
based on their review of the materials:
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will result in financial and operating benefits,
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have a fair offer price,
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have favourable prospects for the combined companies, and
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will not have a negative impact on corporate governance or shareholder rights.
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V. SOCIAL RESPONSIBILITY
We recognize that to effectively manage a corporation, directors and management must consider
not only the interests of shareholders, but the interests of employees, customers, suppliers, and
creditors, among others.
We believe that companies and their boards must give careful consideration to social
responsibility issues in order to enhance long-term shareholder value.
We
support
efforts by companies to develop policies and practices that consider social
responsibility issues related to their businesses.
VI. SHAREHOLDER PROPOSALS
Shareholder proposals can be extremely complex, and the impact on the interests of all
stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder
proposals will be reviewed on a
case-by-case
basis with consideration of factors such as:
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the proposals impact on the companys short-term and long-term share value,
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its effect on the companys reputation,
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the economic effect of the proposal,
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industry and regional norms applicable to the company,
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the companys overall corporate governance provisions, and
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the reasonableness of the request.
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We will generally
support
shareholder proposals that require additional disclosure regarding
corporate responsibility issues where the relevant portfolio manager believes:
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the company has failed to adequately address these issues with shareholders,
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there is information to suggest that a company follows procedures that are not in
compliance with applicable regulations, or
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the company fails to provide a level of disclosure that is comparable to industry
peers or generally accepted standards.
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We will generally
not support
shareholder proposals that place arbitrary or artificial
constraints on the board, management or the company.
Ordinary Business Practices
We will generally
support
the boards discretion regarding shareholder proposals that involve
ordinary business practices.
Protection of Shareholder Rights
We will generally vote
for
shareholder proposals that are designed to protect shareholder
rights if the companys corporate governance standards indicate that such additional protections
are warranted.
Barriers to Shareholder Action
We will generally vote
for
proposals to lower barriers to shareholder action.
Shareholder Rights Plans
We will generally vote
for
proposals to subject shareholder rights plans to a shareholder vote.
VII. OTHER
We will vote
against
any proposal where the proxy materials lack sufficient information upon
which to base an informed decision.
We will vote
against
any proposals to authorize the company to conduct any other business that
is not described in the proxy statement (including the authority to approve any further amendments
to an otherwise approved resolution).
Reimbursement of Proxy Solicitation Expenses
Decisions to provide reimbursement for dissidents waging a proxy contest are made on a
case-by-case
basis.
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Invesco Hong Kong Limited
PROXY VOTING POLICY
1 February 2010
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TABLE OF CONTENTS
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Introduction
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1. Guiding Principles
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E-49
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2. Proxy Voting Authority
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E-50
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3. Key Proxy Voting Issues
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4. Internal
Administration and Decision-Making Process
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E-54
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5. Client Reporting
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INTRODUCTION
This policy sets out Invescos approach to proxy voting in the context of our broader
portfolio management and client service responsibilities. It applies to Asia related
equity portfolios managed by Invesco on behalf of individually-managed clients and
pooled fund clients
Invescos proxy voting policy is expected to evolve over time to cater for changing
circumstances or unforeseen events.
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1. GUIDING PRINCIPLES
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1.1
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Invesco recognises its fiduciary obligation to act in the best interests of all
clients, be they retirement scheme trustees, institutional clients, unitholders in pooled
investment vehicles or personal investors. The application of due care and skill in
exercising shareholder responsibilities is a key aspect of this fiduciary obligation.
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1.2
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The sole objective of Invescos proxy voting policy is to promote the economic
interests of its clients. At no time will Invesco use the shareholding powers exercised
in respect of its clients investments to advance its own commercial interests, to pursue
a social or political cause that is unrelated to clients economic interests, or to favour
a particular client or other relationship to the detriment of others.
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1.3
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Invesco also recognises the broader chain of accountability that exists in the proper
governance of corporations, and the extent and limitations of the shareholders role in
that process. In particular, it is recognised that company management should ordinarily
be presumed to be best placed to conduct the commercial affairs of the enterprise
concerned, with prime accountability to the enterprises Board of Directors which is in
turn accountable to shareholders and to external regulators and exchanges. The
involvement of Invesco as an institutional shareholder will not extend to interference in
the proper exercise of Board or management responsibilities, or impede the ability of
companies to take the calculated commercial risks which are essential means of adding
value for shareholders.
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1.4
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The primary aim of the policy is to encourage a culture of performance among investee
companies, rather than one of mere conformance with a prescriptive set of rules and
constraints. Rigid adherence to a checklist approach to corporate governance issues is of
itself unlikely to promote the maximum economic performance of companies, or to cater for
circumstances in which non-compliance with a checklist is appropriate or unavoidable.
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1.5
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Invesco considers that proxy voting rights are an asset which should be managed with
the same care as any other asset managed on behalf of its clients.
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E-49
2. PROXY VOTING AUTHORITY
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2.1
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An important dimension of Invescos approach to corporate governance is the exercise
of proxy voting authority at the Annual General Meetings or other decision-making forums
of companies in which we manage investments on behalf of clients.
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2.2
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An initial issue to consider in framing a proxy voting policy is the question of
where discretion to exercise voting power should rest with Invesco as the investment
manager, or with each individual client? Under the first alternative, Invescos role
would be both to make voting decisions on clients behalf and to implement those
decisions. Under the second alternative, Invesco would either have no role to play, or
its role would be limited solely to implementing voting decisions under instructions from
our clients.
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2.3
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In addressing this issue, it is necessary to distinguish the different legal
structures and fiduciary relationships which exist as between individually-managed
clients, who hold investments directly on their own accounts, and pooled fund clients,
whose investments are held indirectly under a trust structure.
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2.4
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Individually-Managed Clients
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2.4.1
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As a matter of general policy, Invesco believes that unless a clients mandate gives
specific instructions to the contrary, discretion to exercise votes should normally rest
with the investment manager, provided that the discretion is always exercised in the
clients interests alone.
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2.4.2
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The reason for this position is that Invesco believes that, with its dedicated
research resources and ongoing monitoring of companies, an investment manager is usually
better placed to identify issues upon which a vote is necessary or desirable. We believe
it is also more practical that voting discretion rests with the party that has the
authority to buy and sell shares, which is essentially what investment managers have been
engaged to do on behalf of their clients.
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2.4.3
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In cases where voting authority is delegated by an individually-managed client,
Invesco recognises its responsibility to be accountable for the decisions it makes. If a
client requires, an appropriate reporting mechanism will be put in place.
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2.4.4
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While it is envisaged that the above arrangements will be acceptable in the majority
of cases, it is recognised that some individually-managed clients will wish to retain
voting authority for themselves, or to place conditions on the circumstances in which it
can be exercised by investment managers. In practice, it is believed that this option is
generally only likely to arise with relatively large clients such as trustees of major
superannuation funds or statutory corporations which have the resources to develop their
own policies and to supervise their implementation by investment managers and custodians.
In particular, clients who have multiple equity managers and utilise a master custody
arrangement may be more likely to consider retaining
voting authority in order to ensure consistency of approach across their total
portfolio.
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2.4.5
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In any event, whatever decision is taken as to where voting authority should lie,
Invesco believes that the matter should be explicitly covered by the terms of the
investment management agreement and clearly understood by the respective parties.
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2.4.6
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Accordingly, Invesco will pursue the following policies with respect to the exercise
of proxy voting authority for individually-managed clients:
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PROXY VOTING AUTHORITY
Individually-Managed Clients
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Unless an individually-managed client wishes to retain proxy voting authority, Invesco
will assume proxy voting authority by way of delegation from the client, provided that
the allocation of proxy voting responsibility is clearly set out in the investment
management agreement.
In the case of clients who wish to place special conditions on the delegation of proxy
voting powers, Invesco will endeavour to accommodate those clients requirements as far
as practicable, subject to any administrative obstacles or additional costs that might
arise in implementing the conditions.
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2.5
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Pooled Fund Clients
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2.5.1
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The legal relationship between an investment manager and its pooled fund clients is
different in a number of important respects from that applying to individually-managed
clients. These differences have a bearing on how proxy voting authority is exercised on
behalf of pooled fund clients.
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2.5.2
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These legal relationships essentially mean that the manager is required to act
solely in the collective interests of unitholders at large rather than as a direct agent
or delegate of each unitholder. On the issue of proxy voting, as with all other aspects
of our client relationships, Invesco will naturally continue to be receptive to any views
and concerns raised by its pooled fund clients. However, the legal relationship that
exists means it is not possible for the manager to accept instructions from a particular
pooled fund client as to how to exercise proxy voting authority in a particular instance.
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2.5.3
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As in the case of individually-managed clients who delegate their proxy voting
authority, Invescos accountability to pooled fund clients in exercising its fiduciary
responsibilities is best addressed as part of the managers broader client relationship
and reporting responsibilities.
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2.5.4
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Accordingly, Invesco will pursue the following policies with respect to the exercise
of proxy voting authority for pooled fund clients:
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PROXY VOTING AUTHORITY
Pooled Fund Clients
In considering proxy voting issues arising in respect of pooled fund shareholdings,
Invesco will act solely in accordance with its fiduciary responsibility to take account
of the collective interests of unitholders in the pooled fund as a whole.
Invesco cannot accept instructions from individual unitholders as to the exercise of
proxy voting authority in a particular instance.
E-51
3. KEY PROXY VOTING ISSUES
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3.1
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This section outlines Invescos intended approach in cases where proxy voting
authority is being exercised on clients behalf.
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3.2
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Invesco will vote on all material issues at all company meetings where it has the
voting authority and responsibility to do so. We will not announce our voting intentions
and the reasons behind them.
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3.3
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Invesco applies two underlying principles. First, our interpretation of material
voting issues is confined to those issues which affect the value of shares we hold on
behalf of clients and the rights of shareholders to an equal voice in influencing the
affairs of companies in proportion to their shareholdings. We do not consider it
appropriate to use shareholder powers for reasons other than the pursuit of these economic
interests. Second, we believe that a critical factor in the development of an optimal
corporate governance policy is the need to avoid unduly diverting resources from our
primary responsibilities to add value to our clients portfolios through investment
performance and client service.
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3.4
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In order to expand upon these principles, Invesco believes it is necessary to
consider the role of proxy voting policy in the context of broader portfolio management
and administrative issues which apply to our investment management business as a whole.
These are discussed as follows.
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3.5
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Portfolio Management Issues Active Equity Portfolios
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3.5.1
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While recognising in general terms that issues concerning corporate governance
practices can have a significant bearing on the financial performance of companies, the
primary criterion for the selection and retention of a particular stock in active equity
portfolios remains our judgment that the stock will deliver superior investment
performance for our clients, based on our investment themes and market analysis.
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3.5.2
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In view of these dynamics, Invesco does not consider it feasible or desirable to
prescribe in advance comprehensive guidelines as to how it will exercise proxy voting
authority in all circumstances. The primary aim of Invescos approach to corporate
governance is to encourage a culture of performance among the companies in which we manage
investments in order to add value to our clients portfolios, rather than one of mere
conformance with a prescriptive set of rules and constraints.
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3.5.3
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Nevertheless, Invesco has identified a limited range of issues upon which it will
always exercise proxy voting authority either to register disapproval of management
proposals or to demonstrate support for company initiatives through positive use of voting
powers. These issues are outlined as follows:
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KEY VOTING ISSUES
Major Corporate Proposals
Invesco will always vote on the following issues arising in company General Meetings
where it has the authority to do so on behalf of clients.
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contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment);
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approval of changes of substantial shareholdings;
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mergers or schemes of arrangement; and
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approval of major asset sales or purchases.
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As a general rule, Invesco will vote against any actions that will reduce the rights or
options of shareholders, reduce shareholder influence over the board of directors and
management, reduce the alignment of interests between management and shareholders, or
reduce the value of shareholders investments, unless balanced by reasonable increase
in net worth of the shareholding.
E-52
Where appropriate, Invesco will also use voting powers to influence companies to adopt
generally accepted best corporate governance practices in areas such as board
composition, disclosure policies and the other areas of recommended corporate
governance practice.
Invescos approach to significant proxy voting issues which fall outside these areas
will be addressed on their merits.
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3.6
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Administrative Issues
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3.6.1
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In addition to the portfolio management issues outlined above, Invescos proxy
voting policy also takes account of administrative and cost implications, together with
the size of our holdings as compared to the issue size, involved in the exercise of proxy
voting authority on our clients behalf.
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3.6.2
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There are practical constraints to the implementation of proxy voting decisions.
Proxy voting is a highly seasonal activity, with most company Annual General Meetings
being collapsed into a few months, with short deadlines for the distribution and return of
notice papers, multiple resolutions from multiple companies being considered
simultaneously, and under a legal system which is essentially dependent upon paper-based
communication and record-keeping.
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3.6.3
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In addition, for investment managers such as Invesco who do not invest as
principals and who consequently do not appear directly on the share registers of
companies, all of these communications are channelled through external custodians, among
whom there is in turn a considerable variation in the nature and quality of systems to
deal with the flow of information.
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3.6.4
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While Invesco has the systems in place to efficiently implement proxy voting
decisions when required, it can be seen that administrative and cost considerations by
necessity play an important role in the application of a responsible proxy voting policy.
This is particularly so bearing in mind the extremely limited time period within which
voting decisions must often be made and implemented (which can in practice be as little as
a few days). This factor also explains why Invesco resists any suggestion that there
should be compulsory proxy voting on all issues, as in our view this would only increase
the costs to be borne by our clients with very little practical improvement in corporate
performance in most cases.
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3.6.5
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These administrative constraints are further highlighted by the fact that many
issues on which shareholders are in practice asked to vote are routine matters relating to
the ongoing administration of the company eg. approval of financial accounts or
housekeeping amendments to Articles of Association. Generally in such cases, we will be
in favour of the motion as most companies take seriously their duties and are acting in
the best interests of shareholders. However, the actual casting of a yes vote on all
such resolutions in our view would entail an unreasonable administrative workload and
cost.
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3.6.6
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Accordingly, Invesco believes that an important consideration in the framing of a
proxy voting policy is the need to avoid unduly diverting resources from our primary
responsibilities to add value to our clients investments through portfolio management and
client service. The policies outlined below have been prepared on this basis.
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KEY PROXY VOTING ISSUES
Administrative Constraints
In view of the administrative constraints and costs involved in the exercise of proxy
voting powers, Invesco may (depending on circumstances) not exercise its voting right
unless its clients portfolios in aggregate represent a significant proportion of the
shareholdings of the company in question.
A significant proportion in this context means 5% or more of the market
capitalisation of the company.
E-53
4. INTERNAL ADMINISTRATION & DECISION-MAKING PROCESS
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4.1
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The following diagram illustrates the procedures adopted by Invesco for the
administration of proxy voting:
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4.2
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As shown by the diagram, a central administrative role is performed by our
Corporate Action Team, located within the Client Administration section. The initial
role of the Corporate Action Team is to receive company notice papers via the range of
custodians who hold shares on behalf of our clients, to ascertain which client
portfolios hold the stock, and to initiate the decision-making process by distributing
the company notice papers to the Primary Investment Manager responsible for the company
in question.
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4.3
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A voting decision on each company resolution (whether a yes or no vote, or a
recommended abstention) is made by the Primary Investment Manager responsible for the
company in question. Invesco believes that this approach is preferable to the
appointment of a committee with responsibility for handling voting issues across all
companies, as it takes advantage of the expertise of individuals whose professional
lives are occupied by analysing particular companies and sectors, and who are familiar
with the issues facing particular companies through their regular company visits.
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4.4
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Moreover, the Primary Equity Manager has overall responsibility for the relevant
market and this ensures that similar issues which arise in different companies are
handled in a consistent way across the relevant market.
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4.5
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The voting decision is then documented and passed back to the Corporate Action
Team, who issue the voting instructions to each custodian in advance of the closing date
for receipt of proxies by the company. At the same time, the Corporate Action Team logs
all proxy voting activities for record keeping or client reporting purposes.
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4.6
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A key task in administering the overall process is the capture and dissemination
of data from companies and custodians within a time frame that makes exercising votes
feasible in practice. This applies particularly during the company Annual General
Meeting season, when there are typically a large number of proxy voting issues under
consideration simultaneously. Invesco has no control over the former dependency and
Invescos ability to influence a custodians service levels are limited in the case of
individually-managed clients, where the custodian is answerable to the client.
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E-54
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4.7
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The following policy commitments are implicit in these administrative and
decision-making processes:
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INTERNAL ADMINISTRATION AND DECISION-MAKING PROCESS
Invesco will consider all resolutions put forward in the Annual General Meetings or
other decision-making forums of all companies in which investments are held on behalf
of clients, where it has the authority to exercise voting powers. This consideration
will occur in the context of our policy on Key Voting Issues outlined in Section 3.
The voting decision will be made by the Primary Investment Manager responsible for the
market in question.
A written record will be kept of the voting decision in each case, and in case of an
opposing vote, the reason/comment for the decision.
Voting instructions will be issued to custodians as far as practicable in advance of
the deadline for receipt of proxies by the company. Invesco will monitor the
efficiency with which custodians implement voting instructions on clients behalf.
Invescos ability to exercise proxy voting authority is dependent on timely receipt of
notification from the relevant custodians.
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5. CLIENT REPORTING
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5.1
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Invesco will keep records of its proxy voting activities.
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5.2
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Upon client request, Invesco will regularly report back to the client on proxy
voting activities for investments owned by the client.
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5.2
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The following points summarise Invescos policy commitments on the reporting of
proxy voting activities to clients (other than in cases where specific forms of client
reporting are specified in the clients mandate):
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CLIENT REPORTING
Where proxy voting authority is being exercised on a clients behalf, a statistical
summary of voting activity will be provided on request as part of the clients regular
quarterly report.
Invesco will provide more detailed information on particular proxy voting issues in
response to requests from clients wherever possible.
E-56
Guidelines on Exercising Shareholder Voting Rights and
Policies for Deciding on the Exercise of Shareholder Voting Rights
Invesco Asset Management (Japan) Limited
Enforcement Date: July 5, 2010
Revision Date: April 20, 2011
Authority to Amend or Abolish: Shareholders Voting Committee
E-57
Record of Amendments
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Date
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Content
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April 20, 2011
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Revision associated with review of proxy voting guideline
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E-58
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Japanese Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the
sole objective of maximizing the long term interests of trustors (investors) and beneficiaries,
pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We
will not conduct any voting with an objective of own interest or that of any third party other than
the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries
means the increasing of corporate value or the increasing of the economic interests of shareholders
or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance
with our policy on exercising the voting rights of shareholders, for the purpose of exercising
votes in an appropriate manner, and will closely examine each proposal and determine the response
pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
(1) Financial Statements, Business Reports and Auditors Reports
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In principle we will vote in favor of a proposal requesting approval of the
financial statements, business reports and auditor reports, except in the following
circumstances:
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-
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Concerns exist about the settlement or auditing procedures; or
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The relevant company has not answered shareholders questions concerning
matters that should be disclosed.
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(2) Allocation of Earned Surplus and Dividends
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A decision regarding a proposal requesting approval of the allocation of earned
surplus and dividends will be made in consideration of, inter alia, the financial condition
and the business performance of the relevant company as well as the economic interests of
shareholders.
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2.
Election of Directors
A decision regarding a proposal in connection with electing a director will be made in
consideration of, inter alia, the independence, suitability and existence or absence of any
antisocial activities in
E-59
the past on the part of a candidate for director. In the event that a candidate for director is a
reelection candidate, we will decide in consideration, inter alia, of the director candidates
engagement in corporate governance, accountability, the business performance of the company, and
the existence or absence of any antisocial act by the company during his or her term in the office.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for director other than that of being selected as a
director.
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In principle we will vote in favor of a proposal to elect an external
director, however, we will oppose a candidate for an external director who is perceived to
have an interest in the relevant company.
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In principle we will oppose a candidate for an external director who does not
have independence in the case of a committees organized company, except where the majority
of the board are independent.
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Listed parent and subsidiary
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If the relevant company has a listed parent and does not have at least one external
director who is independent from the relevant company, we shall in principle oppose the
candidates for directors of that company.
(2) Suitability
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In principle we shall oppose a director candidate in the following case:
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An attendance rate of less than 75 percent at meetings of the board of directors.
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(3) Accountability
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In the following circumstances we will consider opposing a candidate for
reelection as a director:
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If the relevant company has a problematic system as set forth bellow and if
business performance of the relevant company during the term in office of the
candidate experienced a deficit in three consecutive periods and no dividends were
paid or they were inferior when compared to others in the same industry.
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-
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If a takeover defense strategy is introduced, that has not been approved by a
resolution of a general meeting of shareholders.
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(4) Business Performance of the Company
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We will consider opposing a candidate for reelection as a director in the event
that business
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E-60
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performance of the relevant company during the term in office of the candidate experienced a
deficit in three consecutive periods and no dividends were paid.
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We will consider opposing a candidate for reelection as a director in the
event that business performance of the relevant company during the term in office of the
candidate was inferior when compared to others in the same industry.
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(5) Antisocial Activities on the Part of the Company
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In principle we will oppose a candidate for reelection as a director in the
event that during the term in office of the candidate a corporate scandal occurred that
had a significant impact on society and caused or could cause damage to of shareholder
value.
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In principle we will consider opposing a candidate for reelection as a
director in the event that during the term in office of the candidate window dressing or
inappropriate accounting practices occurred on the part of the relevant company.
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(6) Other
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In principle we will oppose a candidate for director in the event that
information concerning the relevant candidate has not been sufficiently disclosed.
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3.
Amendment of the Composition of the Board of Directors and the Required Qualification of
Directors
(1) Amendment of the Number of Directors or Composition of the Board of Directors
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A decision regarding a proposal concerning amendment of the number of
directors or the composition of the board of directors will be made by making a comparison
with the existing situation and considering, inter alia, the impact on the relevant
company and the economic interests of shareholders.
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(2) Amendment of Required Qualifications of Directors, Their Terms of Office and Scope of
Responsibilities
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A decision regarding a proposal concerning amendment of the required
qualifications of directors, their terms of office or scope of liabilities will be made by
making a comparison with the existing situation and considering, inter alia, the impact on
the relevant company and the economic interests of shareholders.
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In principle we will oppose a proposal requesting retention of a certain
number of a companys own shares as a condition of installation or continuation in office
of a director.
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In principle we will oppose a proposal to restrict a term in office of a director.
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In principle we will oppose a proposal to institute a normal retirement age of directors.
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In principle we will oppose a proposal to reduce the liabilities of a director
from liability in connection with financial damage as a result of a violation of the
fiduciary duties.
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E-61
(3) Amendment of the Procedural Method for Election of Directors
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A decision regarding a proposal concerning amendment of the procedural method
of electing directors will be made by making a comparison with the existing situation and
considering, inter alia, the reasonability of the amendment.
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4. Election of Statutory Auditors
A decision regarding a proposal concerning the election of statutory auditors will be made by
considering, inter alia, the independence and the suitability of the candidate for statutory
auditor.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for statutory auditor other than that of being selected as a
statutory auditor.
(1) Independence
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In principle we will oppose a candidate for an external statutory auditor if
the candidate does not have independence.
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In principle we shall oppose a statutory auditor candidate in the following
case:
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-
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An attendance rate of less than 75 percent at meetings of the board of
directors or meetings of the board of auditors
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In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that significant concerns exist in an audit report that has
been submitted or audit proceedings.
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(4)
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Antisocial Activities on the Part of the Company
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In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that during the term in office of the candidate a corporate
scandal occurred that had a significant impact on society and caused or could cause damage
to shareholder value.
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In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that during the term in office of the candidate window
dressing or inappropriate accounting practices occurred on the part of the relevant
company.
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E-62
5.
Election of Accounting Auditors
We will decide on proposals concerning the election of an accounting auditor by considering, inter
alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event
that the accounting auditor can be determined to have expressed an opinion that is not
accurate concerning the financial condition of the relevant company.
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In principle we will oppose in the event that a contract for non-auditing work
exists between the accounting auditor and the relevant company, and it is determined that
the non-auditing work can be found to present a conflict of interest with the auditing
work.
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In principle we will oppose a candidate for accounting auditor in the event
that an excessive auditing fee is paid.
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In principle we will oppose a proposal requesting a change of accounting
auditor in the event that the reason for the change can be determined to be a result of a
difference in interpretation between the accounting auditor and the relevant company
regarding accounting policy.
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6.
Compensation of Directors, Statutory Auditors, Officers and Employees
(1) Compensation (including bonus)
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A decision regarding a proposal concerning compensation will be made in
consideration of, inter alia, the levels of compensation, the business performance of the
company, and the reasonability of the framework.
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In principle we will vote in favor of a proposal to obtain approval of
compensation, except in the following cases:
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-
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A negative correlation appears to exist between the business performance of
the company and compensation
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A compensation framework or practice exists which presents an issue
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In principle we will oppose a proposal to pay compensation only by granting
shares.
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A proposal to introduce or amend a stock option plan will be decided in
consideration of, inter alia, the impact that introducing or amending the plan will have
on shareholder value and the rights of shareholders, as well as the level of compensation,
the scope of implementation, and the reasonability of the plan.
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In principle we will oppose a proposal to reduce the exercise price of a stock
option plan.
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In principle we will vote in favor of a proposal to request that an amendment
of the exercise price of a stock option plan be made a matter for approval by the
shareholders.
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E-63
(3) Stock Purchase Plan
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A decision regarding a proposal requesting the introduction or amendment of a
stock purchase plan will be made in consideration of, inter alia, the impact that
introducing or amending the plan will have on shareholder value and the rights of
shareholders, the scope of implementation, and the reasonability of the plan.
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(4) Retirement Bonus of Directors or Statutory Auditors
A decision regarding a proposal in connection with awarding a
retirement bonus to a director or a statutory auditor will be made in
consideration of, inter alia, the extent of the persons who are
to be recipients, the existence or absence of antisocial activities
in the past on the part of the prospective recipients, the business
performance of the company, and the existence or absence of
antisocial activities on the part of the company.
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In principle we will vote in favor of a proposal to pay a retirement bonus of
a director or a statutory auditor if all of the following conditions are satisfied.
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Retirement bonus amount is disclosed.
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The prospective recipients do not include an external director or an external
statutory auditor.
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-
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None of the prospective recipients have committed a significant criminal
conduct.
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-
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The business performance of the relevant company has not experienced a
deficit for three consecutive periods and had no dividend or dividends or they were
inferior when compared to others in the same industry.
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-
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During the terms of office of the prospective recipients there has been no
corporate scandal that had a significant impact on society and caused or could cause
damage to shareholder value.
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-
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During their terms in office there has been no window dressing or
inappropriate accounting practices in the relevant company.
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7.
Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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A decision regarding a proposal requesting an increase in the number of
authorized shares will be made by considering, inter alia, the impact that amending the
number of authorized shares will have on shareholder value and the rights of shareholders,
as well as the reasonability of the amendment of the number of authorized shares, and the
impact on the listing of shares as well as on the continuity of the company.
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In principle we will vote in favor of a proposal requesting an increase in the
number of authorized shares if it can be determined that unless an increase is made to the
number of authorized shares the company will be delisted or that there is a risk of a
significant impact on the continuity of the company.
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E-64
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In principle we will oppose a proposal to increase the number of authorized
shares after the appearance of an acquirer.
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(2) Issuing of New Shares
A decision regarding a proposal in connection with issuing of new shares will be made in
consideration of, inter alia, reasons of issuing new shares, issuing conditions and terms, the
impact of the dilution on the shareholders value and rights of shareholders as well as the impact
on the listing of shares and the continuity of the company.
(3) Acquisition or Reissue by a Company of Its Own Shares
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A decision regarding a proposal for a company to acquire or reissue its own
shares shall be made by considering, inter alia, its reasonability.
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(4) Stock Split
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In principle we will vote in favor of a proposal involving a stock split.
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(5) Consolidation of Shares (Reverse Split
)
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A decision regarding a proposal involving a consolidation of shares (reverse
split) shall be made by considering, inter alia, its reasonability.
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(6) Preferred Shares
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In principle we will oppose a proposal requesting the creation of new
preferred shares or increasing the authorized number of preferred shares, by way of a
blank power of attorney that does not specify the voting rights, dividends, conversion or
other rights.
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In principle we will vote in favor of a proposal to create new preferred
shares or to increase the number of authorized preferred shares if the voting rights,
dividends, conversion and other rights are stipulated and these rights can be determined
to be reasonable.
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In principle we will vote in favor of a proposal to the effect that approval
of issuing preferred shares is so be obtained from shareholders.
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(7) Issuing of Convertible Bonds
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A decision regarding a proposal to issue convertible bonds shall be made by
considering, inter alia, the number of shares into which the bonds are to be converted,
and the period to maturity of the bonds.
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(8) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
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A decision regarding a proposal in connection with the issuing of
non-convertible bonds or increasing a borrowing limit shall be made by considering, inter
alia the financial condition of the relevant company.
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E-65
(9) Equitization of Debt
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A decision regarding a proposal requesting an amendment of the number of
authorized shares or issuing of shares of the company in relation to a debt restructuring
shall be made in consideration of, inter alia, the conditions of amending the number of
authorized shares or issuing shares of the company, the impact on shareholder value and on
the rights of shareholders, the reasonability thereof, and the impact on listing of the
shares as well as on the continuity of the company.
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(10) Capital Reduction
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A decision regarding a proposal in connection with a capital reduction will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, the reasonability of the capital reduction, as well as the impact on listing
of the shares and on the continuity of the company.
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In principle we will approve a proposal requesting a capital reduction in the
form of a standard accounting processing.
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(11) Financing Plan
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A decision regarding a proposal in connection with a financing plan will be
made in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders, as well as the reasonability thereof, and the impact on the listing of
shares as well as on the continuity of the company.
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In principle we will vote in favor of a proposal requesting approval of a
financing plan.
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(12) Capitalization of Reserves
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In principle we will vote in favor of a proposal requesting a capitalization
of reserves.
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8.
Corporate Governance
(1) Amendment of Settlement Period
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In principle we will vote in favor of a proposal requesting an amendment of
the settlement period, except when it can be determined that the objective is to delay a
general meeting of shareholders.
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(2) Amendment of Articles of Incorporation
A decision regarding a proposal in connection with an amendment of the articles of incorporation
will be made in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders as well as the necessity and the reasonability of amending the articles of
incorporation.
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In principle we will vote in favor of a proposal to amend the articles of
incorporation if amendment of the articles of incorporation is necessary by law.
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E-66
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In principle we will oppose a proposal to amend the articles of incorporation
if it can be determined that there is a risk that the rights of shareholders will be
infringed or a risk that a reduction in shareholder value will occur as a result of the
relevant amendment.
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In principal we will vote in favor of a proposal submitted by the board in
connection with transition to a committees organized company.
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In principal we will vote in favor of a proposal requesting mitigation or
abolishment of the requirements for special resolution.
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(3) Amendment of the Quorum of a General Meeting of Shareholders
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A decision regarding a proposal in connection with an amendment of the quorum
of a general meeting of shareholders will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders as well as the customs of the
region or country.
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A proposal in connection with amending the quorum of a special resolution of a
general meeting of shareholders will be made in consideration of, inter alia, the impact
on shareholder value and the rights of shareholders as well as the customs of the region
or country.
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(4) Omnibus Proposal of a General Meeting of Shareholders
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In principle we will oppose an omnibus proposal at a general meeting of
shareholders if the entire proposal will not be in the best interests of shareholders.
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9.
Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
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In principle we will vote in favor of a proposal requesting amendment of a
tradename.
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In principle we will vote in favor of a proposal requesting amendment of a
location of corporate registration.
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(2) Corporate Restructuring
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A decision regarding a proposal in connection with a corporate reorganization
as set forth below will be made in consideration of, inter alia, the impact on shareholder
value and the rights of shareholders, the respective impact on the financial condition and
business performance of the relevant company, as well as the reasonability thereof, and
the impact on the listing of shares as well as on the continuity of the company:
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Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
E-67
Being acquired; or
Liquidation.
(3) Proxy Contest
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A decision regarding a proposal in connection with election of a director from
among opposing candidates will be made in consideration of the independence, suitability,
existence or absence of any antisocial activities in the past, actions in corporate
governance and accountability on the part of the candidates for director, the business
performance of the company, the existence or absence of antisocial activities of the
company, and the background to the proxy contest.
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A person who is considered to be independent shall mean a person for whom
there is no relationship between the relevant company and the candidate for director other
than that of being selected as a candidate director of the relevant company.
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(4) Defense Strategy in Proxy Contest
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-
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In principle we will oppose a proposal requesting the introduction of a
staggered board of directors.
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-
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In principle we will vote in favor of a proposal requesting that the terms in
office of directors be one year.
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Authority to Dismiss Directors
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In principle we will oppose a proposal requesting more stringent requirements for the
shareholders to be able to dismiss a director.
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-
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In principle we will vote in favor of a proposal to introduce cumulative
voting in connection with the election of directors.
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-
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In principle we will oppose a proposal requesting the abolition of cumulative
voting in connection with the election of directors.
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(5) Takeover Defense Strategies
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Introduction or Amendment of Takeover Defense Strategy
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In principle we will oppose a proposal requesting to introduce or amend a takeover
defense strategy that will reduce shareholder value or infringe the rights of shareholders.
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Rights Plan (Poison Pill)
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A decision regarding a proposal to introduce a rights plan (poison pill) will be made
in consideration of, inter alia, the triggering conditions, the effective period, the
conditions of disclosure of content, the composition of directors of the relevant company,
and the status
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E-68
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of introducing other takeover defense strategies.
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-
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In principal we will oppose a proposal in which, a triggering condition of
the number of outstanding shares is less than 20%.
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-
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In principal we will oppose a proposal that the effective period is beyond 3 years.
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-
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In principal we will oppose a proposal that directors are not selected annually.
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-
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In principal we will oppose a proposal in the event that there are less than
2 directors or 20% of the board who are independent with no issue of the attendance
records of the board meeting.
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-
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We will vote in favor for a proposal that a rights plan is considered by an
independent committee before introducing such plan. We will vote in favor a proposal
only if all special committee members are independent with no issue of the attendance
records of the board meeting.
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-
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In principal we will oppose a proposal in the event that other takeover
defense strategies exist.
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-
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In principal we will oppose a proposal in the event that the issuing date of
invitation notice to shareholders is less than 3 weeks before the general shareholders
meeting.
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-
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In principal we will oppose a proposal unless the introduction of takeover
defense strategies is considered reasonably beneficial to interests of minority
shareholders.
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Relaxation of Requirements to Amend the Articles of Incorporation or Company
Regulations
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A decision regarding a proposal to relax the requirements to amend the articles of
incorporation or company regulations will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders.
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Relaxation of Requirements for Approval of a Merger
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A decision regarding a proposal to relax the requirements to approve a merger will be made
in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders.
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10.
Social, Environmental and Political Problems
A decision regarding a proposal in connection with social, environmental or political problems will
be made in consideration of, inter alia, the impact that the actions on the part of the company
will have on shareholder value and the rights of shareholders, or on the financial condition and
business performance of the company, the reasonability of these actions, and the impact on the
listing of shares as well as on the continuity of the company.
E-69
11.
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Information Disclosure
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In principle we will oppose a proposal for which sufficient information is not
disclosed for the purpose of making a voting decision.
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In principle we will vote in favor of a proposal to increase information
disclosure, if all of the following standards are satisfied.
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The information will be beneficial to shareholders.
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-
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The time and expense required for the information disclosure will be minimal.
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12.
Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a
conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
13.
Shareholder proposals
A decision regarding shareholders proposals will be made in accordance with the Guidelines along
with companys proposal, however, will be considered on the basis of proposed individual items.
E-70
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Foreign Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the
sole objective of maximizing the long term interests of trustors (investors) and beneficiaries,
pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We
will not conduct any voting with an objective of own interest or that of any third party other than
the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries
means the increasing of corporate value or the increasing of the economic interests of shareholders
or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance
with our policy on exercising the voting rights of shareholders, for the purpose of exercising
votes in an appropriate manner, and will closely examine each proposal and determine the response
pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
1.
Procedural Proposal
(1) Procedures
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In principle we will vote in favor of a selection of the chairman of a general
meeting of shareholders, approval of the minutes, approval of the shareholders registry
and other proposals in connection with procedures to hold a general meeting of
shareholders.
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In principle we will vote in favor of a procedural proposal such as the following:
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Opening of a general meeting of shareholders
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Closing of a general meeting of shareholders
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Confirming the proper convening of a general meeting of shareholders
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Satisfaction of the quorum for a general meeting of shareholders
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Confirming the agenda items of a general meeting of shareholders
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-
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Election of a chairman of a general meeting of shareholders
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-
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Designation of shareholders who will sign the minutes of a general meeting of
shareholders
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-
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Preparing and approving a registry of shareholders
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E-71
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-
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Filing of legally prescribed documents in connection with a general meeting
of shareholders
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Designation of an inspector or shareholder to inspect the minutes of a
general meeting of shareholders
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-
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Permission to ask questions
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Approval of the issuing of minutes of a general meeting of shareholders
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-
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Approval of matters of resolution and granting to the board of directors the
authority to execute matters that have been approved
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(2) Financial Statements, Business Reports and Auditors Reports
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In principle we will vote in favor of a proposal requesting approval of the
financial statements, business reports and auditor reports, except in the following
circumstances:
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Concerns exist about the settlement or auditing procedures; or
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The relevant company has not answered shareholders questions concerning
matters that should be disclosed.
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(3) Allocation of Earned Surplus and Dividends
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A decision regarding a proposal requesting approval of the allocation of
earned surplus and dividends will be made in consideration of, inter alia, the financial
condition and the business performance of the relevant company as well as the economic
interests of shareholders.
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2.
Election of Directors
A decision regarding a proposal in connection with electing a director will be made in
consideration of, inter alia, the independence, suitability and existence or absence of any
antisocial activities in the past on the part of a candidate for director. In the event that a
candidate for director is a reelection candidate, we will decide in consideration, inter alia, of
the director candidates engagement in corporate governance, accountability, the business
performance of the company, and the existence or absence of any antisocial act by the company
during his or her term in the office.
Definition of independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for director other than that of being selected as a
director.
(1) Independence
(United States)
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In the following circumstances we will in principle oppose or withhold
approval of a
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E-72
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candidate for an internal director, or a candidate for an external director who cannot be
found to have a relationship of independence from the relevant company:
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If the internal director or the external director who cannot be found to have
a relationship of independence from the relevant company is a member of the
compensation committee or the nominating committee;
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If the audit committee, compensation committee, or nominating committee has
not been established and the director functions as a committee member;
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If the nominating committee has not been established;
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If external directors who are independent from the relevant company do not
constitute a majority of the board of directors;
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A person who is independent shall mean a person for whom there is no
relationship between the relevant company and the candidate for director other than
that of being selected as a director.
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(Other than United States)
A decision concerning the independence of the candidate for director will be made in consideration
of the conditions of each country.
(2) Suitability
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In principle we shall oppose or withhold approval of a director candidate in
the following circumstances:
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An attendance rate of less than 75 percent at meetings of any of the board of
directors, the audit committee, the compensation committee, or the nominating
committee;
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Serving as a director of six or more companies; or
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Serving as a CEO of another company and also serving as an external director
of at least two other companies.
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(3) Corporate Governance Strategies
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In principle we will oppose or withhold approval of all candidates for
reelection in the event that the board of directors employs a system of staggered terms of
office and a problem of governance has occurred in the board of directors or committee but
the responsible director is not made a subject of the current proposal to reelect
directors.
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In the following circumstances we will in principle oppose or withhold
approval of a candidate for reelection of a director who is a member of the audit
committee:
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If an excessive auditing fee is being paid to the accounting auditor;
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If the accounting auditor has expressed an opinion of non-compliance
concerning the
|
E-73
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financial statements of the relevant company; or
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If the audit committee has agreed with the accounting auditor to reduce or
waive the liability of accounting auditor, such as by limiting the right of the
company or the shareholders to take legal action against the accounting auditor.
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In the following circumstances we will in principle oppose or withhold
approval of a candidate for reelection as a director who is a member of the compensation
committee:
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If there appears to be a negative correlation between the business
performance of the company and the compensation of the CEO;
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-
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If in the case of an option for which the stock price of the relevant company
is less than the exercise price, an amendment of the exercise price or an exchange for
cash or the like has been made without the approval of a general meeting of
shareholders;
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If an exchange (sale) of stock options which is limited to a single exercise
has been made without obtaining the approval of a general meeting of shareholders;
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If the burn rate has exceeded the level promised in advance to shareholders
(the burn rate is the annual rate of dilution measured by the stock options or rights
to shares with restriction on assignment that have been actually granted (otherwise
known as the run rate)); or
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If a compensation system or practice exists that presents a problem.
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In the following circumstances we will in principle oppose or withhold
approval of all candidates for reelection as directors:
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If the board of directors has not taken appropriate action regarding a
shareholders proposal even if there was a shareholders proposal which was approved
by a majority of the overall votes in the previous period at a general meeting of
shareholders.
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If the board of directors has not taken appropriate action regarding a
shareholders proposal even if a shareholders proposal has been approved by a
majority of the valid votes in two consecutive periods at a general meeting of
shareholders;
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If the board of directors has not taken appropriate action such as
withdrawing a takeover defense strategy, despite a majority of shareholders having
accepted a public tender offer; or
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If the board of directors has not taken appropriate action regarding the
cause of opposition or withholding of approval even though at the general meeting of
shareholders for the previous period there was a candidate for director who was
opposed or for whom approval was withheld by a majority of the valid votes.
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E-74
(4) Accountability
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In the following cases we will consider opposing or withholding approval from
a candidate for reelection as a director:
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If a notice of convening states that there is a director with an attendance
rate of less than 75% at meetings of the board of directors or committee meetings, but
the name of the individual is not specifically stated.
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-
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If the relevant company has a problematic system as set forth below, and
business performance of the relevant company during the term in office of candidate
has been in a deficit and with no dividend or is inferior when compared to those in
the same industry in three consecutive periods :
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-
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A system of staggered terms of office;
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-
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A system of special resolution that is not by simple majority;
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Shares of stock with multiple votes;
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A takeover defense strategy that has not been approved by a resolution of a
general meeting of shares;
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-
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No clause for exceptions exists in the event that there are competing
candidates, even though a system of majority resolution has been introduced for the
election of directors;
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An unreasonable restriction is imposed on the authority of shareholders to
convene an extraordinary general meeting of shareholders; or
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-
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An unreasonable restriction is imposed on the shareholders right to seek
approval or disapproval on the part of shareholders by means of a letter of consent by
shareholders;
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-
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event that a dead hand or similar provision is included
in a poison pill, until this provision is abolished.
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-
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event of introducing a new poison pill with an
effective duration of 12 months or more (a long-term pill), or any renewal of a poison
pill including a short-term pill with an effective period of less than 12 months, by
the board of directors without the approval of a general meeting of shareholders.
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Nevertheless we will in principle vote in favor of all candidates for reelection as
directors in the event of a new introduction if a commitment is made by binding
resolution to seek approval of the new introduction at a general meeting of
shareholders.
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event that a significant amendment to the disadvantage
of shareholders is added to a poison pill, by the board of directors without the
approval of a general meeting of shareholders.
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E-75
(5) Business Performance of a Company
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We will consider opposing or withholding a candidate for reelection as a
director in the event that business performance of the relevant company during the term in
office of the candidate experienced a deficit in three consecutive periods and no
dividends were paid.
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We will consider opposing or withholding candidate for reelection as a
director in the event that business performance of the relevant company during the term in
office of the candidate was inferior when compared to others in the same industry.
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(6) Antisocial Activities on the Part of the Company
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In principle we will oppose or withhold a candidate for reelection as a
director in the event that during the term in office of the candidate a corporate scandal
occurred that had a significant impact on society and caused or could cause damage to of
shareholder value.
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In principle we will oppose or withhold approval of a candidate for reelection
as a director who was a member of the audit committee, if inappropriate accounting
practices occurred at the relevant company such as window dressing, accounting treatment
that deviates from GAAP (generally accepted accounting principles), or a significant
omission in disclosure pursuant to Article 404 of the Sox Law.
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(7) Other
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In principle we will oppose or withhold a candidate for director in the event
that information concerning the relevant candidate has not been sufficiently disclosed.
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(8)
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Amendment of the Number and Composition of Directors
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A decision regarding a proposal concerning amendment of the number of
directors or the composition of the board of directors will be made by making a comparison
with the existing situation and considering, inter alia, the impact on the relevant
company and the economic interests of shareholders.
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In principle we will vote in favor of a proposal to diversify the composition
of a board of directors.
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In principle we will vote in favor of a proposal to fix the number of members
of a board of directors, except when it is determined that this is a takeover defense
strategy.
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In principle we will oppose a proposal to make shareholder approval
unnecessary in connection with an amendment of the number of members or composition of
the board of directors.
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(9) Amendment of Qualification Requirements, Period of Service, or Extent of Liability of Directors
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A decision regarding a proposal concerning amendment of the required
qualifications of directors, their terms of office or scope of liabilities will be made by
making a comparison
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E-76
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with the existing situation and considering, inter alia, the impact on the relevant company
and the economic interests of shareholders
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In principle we will oppose a proposal requesting retention of a certain
number of a companys own shares as a condition of installation or continuation in
office of a director.
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-
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In principle we will oppose a proposal to restrict a term in office of a
director.
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In principle we will oppose a proposal to institute normal retirement age of
directors.
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In principle we will oppose a proposal to reduce the liabilities of a
director from liability in connection with financial damage as a result of a violation
of the fiduciary duties.
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(10) Amendment of the Procedural Method for Election of Directors
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We will decide on proposal concerning amendment of the procedural method of
electing directors will be made by making a comparison with the existing situation and
considering, inter alia, the reasonability of the amendment.
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In principle we will vote in favor of a proposal to require the approval of
the majority of the valid votes for an election of a director.
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In principle we will vote in favor of a proposal to prohibit the US style
voting system.
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3.
Election of Statutory Auditors
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A decision regarding a proposal in connection with electing a statutory
auditor shall be made by considering, inter alia, the independence and suitability of the
statutory auditor candidate.
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In principle we will oppose a candidate for reelection as a statutory auditor
in the event that significant concerns exist in an audit report that has been submitted or
audit proceedings.
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A person who is independent shall mean a person for whom there is no
relationship between the relevant company and the candidate for statutory auditor other
than that of being selected as a statutory auditor.
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4.
Election of Accounting Auditor
We will decide on proposals concerning the election of an accounting auditor by considering, inter
alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event
that the accounting auditor can be determined to have expressed an opinion that is not
accurate concerning the financial condition of the relevant company.
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In principle we will oppose in the event that a contract for non-auditing work
exists
|
E-77
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between the accounting auditor and the relevant company, and it is determined that the
non-auditing work can be found to present a conflict of interest with the auditing work.
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In principle we will oppose a candidate for accounting auditor in the event
that an excessive auditing fee is paid.
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In principle we will oppose a proposal requesting a change of accounting
auditor in the event that the reason for the change can be determined to be a result of a
difference in interpretation between the accounting auditor and the relevant company
regarding accounting policy.
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5.
Compensation of Directors, Statutory Auditors, Officers and Employees
(1) Compensation (Including Bonus)
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Proposals concerning compensation will be decided in consideration of, inter
alia, levels of compensation, business performance of the company, and the reasonability
of the framework.
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In principle we will vote in favor of a proposal to obtain approval of
compensation reports, except in the following cases:
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A negative correlation appears to exist between the business performance of
the company and compensation.
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A compensation framework or practice exists which presents an issue.
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In principle we will oppose a proposal to set an absolute level or maximum
compensation.
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In principle we will oppose a proposal to pay compensation only by granting
shares.
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(2) Stock Option Plan
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|
A proposal to introduce or amend a stock option plan will be decided in
consideration of, inter alia, the impact that introducing or amending the plan will have
on shareholder value and the rights of shareholders, as well as the level of compensation,
the scope of implementation and the reasonability of the plan.
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In principle we will oppose a proposal to reduce the exercise price of a stock
option plan.
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In principle we will vote in favor of a proposal to request that an amendment
of the exercise price of a stock option plan be made a matter for approval by the
shareholders.
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(3) Stock Purchase Plan
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A decision regarding a proposal requesting the introduction or amendment of a
stock purchase plan will be made in consideration of, inter alia, the impact that
introducing or amending the plan will have on shareholder value and the rights of
shareholders, the scope of implementation and the reasonability of the plan.
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(4) Retirement Bonus of Directors or Statutory Auditors
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A decision regarding a proposal in connection with awarding a retirement bonus
to a
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E-78
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director or a statutory auditor will be made in consideration of, inter alia, the extent of
the persons who are to be recipients, the existence or absence of antisocial activities in
the past on the part of the prospective recipients, the business performance of the
company, and the existence or absence of antisocial activities on the part of the company.
In principle we will oppose awarding a retirement bonus in the event that a significant
criminal act has been committed by the recipient during his or her term in office. Moreover
we will also consider opposing the awarding of a retirement bonus in the event that the
business performance of the relevant company during the term in office of the candidate
experienced a deficit in three consecutive periods and no dividends were paid or they were
inferior when compared to others in the same industry. In principle we will oppose awarding
a retirement bonus in the event that during the term in office of the recipient
inappropriate accounting practices occurred such as window dressing or accounting treatment
that deviates from generally accepted accounting principles or a significant omission in
disclosure, or a corporate scandal occurred, which had a significant impact on society and
caused or could cause damage to shareholder value.
|
6.
Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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A decision regarding a proposal requesting an increase in the number of
authorized shares of stock shall be made by considering, inter alia, the impact that
amending the number of authorized shares will have on shareholder value and the rights of
shareholders, as well as the reasonability of the amendment of the number of authorized
shares, and the impact on the listing of shares as well as on the continuity of the
company.
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In principle we will vote in favor of a proposal requesting an increase in the
number of authorized shares if it can be determined that unless an increase is made to the
number of authorized shares the company will be delisted or that there is a risk of a
significant impact on the continuity of the company.
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In principle we will oppose a proposal to increase the number of authorized
shares after the appearance of an acquirer.
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(2) Issuing of New Shares
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In principle if the existing shareholders will be granted new share
subscription rights (pre-emptive purchase rights) we will vote in favor of a proposal to
issue new shares up to 100 percent of the number of shares issued and outstanding.
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If the existing shareholders will not be granted new share subscription rights
(pre-emptive purchase rights) we will in principle vote in favor of a proposal to issue
new shares up to 20 percent of the number of shares issued and outstanding.
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In principle we will oppose a proposal to issue new shares after an acquirer
has appeared.
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E-79
(3) Acquisition or Reissue by a Company of Its Own Shares
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A decision regarding a proposal for a company to acquire or reissue its own
shares shall be made by considering, inter alia, its reasonability.
|
(4) Stock Split
|
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|
In principle we will vote in favor of a proposal involving a stock split.
|
(5) Consolidation of Shares (Reverse Split)
|
|
|
A decision regarding a proposal involving a consolidation of shares (reverse
split) shall be made by considering, inter alia, its reasonability.
|
(6) Reduction in Par Value of Shares
|
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|
In principle we will vote in favor of a proposal reducing the par value of
shares.
|
(7) Preferred Shares
|
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|
A decision regarding a proposal in connection with creating new preferred
shares or amending the number of authorized preferred shares shall be made by considering,
inter alia, the existence or absence of voting rights, dividends, conversion or other
rights to be granted to the preferred shares as well as the reasonability of those rights.
|
|
-
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In principle we will oppose a proposal requesting the creation of new
preferred shares or increasing the authorized number of preferred shares, by way of a
blank power of attorney that does not specify the voting rights, dividends, conversion
or other rights.
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-
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In principle we will vote in favor of a proposal to create new preferred
shares or to increase the number of authorized preferred shares if the voting rights,
dividends, conversion and other rights are stipulated and these rights can be
determined to be reasonable.
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-
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|
In principle we will vote in favor of a proposal to make the issuing of
preferred shares a matter for approval by the shareholders.
|
(8) Classified Shares
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In principle we will oppose a proposal requesting the creation of new shares
with differing voting rights or increasing the authorized number of shares with differing
voting rights.
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|
In principle we will vote in favor of a proposal to convert to a capital
structure in which there is one vote per share.
|
(9) Issuing of Convertible Bonds
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A decision regarding a proposal to issue convertible bonds shall be made by
considering, inter alia, the number of shares into which the bonds are to be converted,
and the period to maturity of the bonds.
|
E-80
(10) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
|
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|
A decision regarding a proposal to issue non-convertible bonds will be made by
considering, inter alia, the financial condition of the relevant company.
|
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|
A decision regarding a proposal to increase a borrowing limit shall be made by
considering, inter alia, the financial condition of the relevant company.
|
(11) Equitization of Debt
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|
A decision regarding a proposal requesting an amendment of the number of
authorized shares or issuing of shares of the company in relation to a debt restructuring
shall be made in consideration of, inter alia, the conditions of amending the number of
authorized shares or issuing shares of the company, the impact on shareholder value and on
the rights of shareholders, the reasonability thereof, as well as the impact on listing of
the shares and on the continuity of the company.
|
(12) Capital Reduction
|
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|
A decision regarding a proposal in connection with a capital reduction will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, the reasonability of the capital reduction, as well as the impact on listing
of the shares and on the continuity of the company.
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In principle we will approve a proposal requesting a capital reduction in the
form of a standard accounting processing.
|
(13) Financing Plan
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A decision regarding a proposal in connection with a financing plan will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, as well as the reasonability thereof, and the impact on the listing of
shares as well as on the continuity of the company.
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In principle we will vote in favor of a proposal requesting approval of a
financing plan.
|
(14) Capitalization of Reserves
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In principle we will vote in favor of a proposal requesting a capitalization
of reserves.
|
7.
Corporate Governance
(1) Amendment of Settlement Period
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|
In principle we will vote in favor of a proposal requesting an amendment of
the settlement period, except when it can be determined that the objective is to delay a
general meeting of shareholders.
|
E-81
(2) Amendment of Articles of Incorporation
|
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|
A decision regarding a proposal in connection with an amendment of the
articles of incorporation will be made in consideration of, inter alia, the impact on
shareholder value and the rights of shareholders as well as the necessity and the
reasonability of amending the articles of incorporation.
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-
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In principle we will vote in favor of a proposal to amend the articles of
incorporation if amendment of the articles of incorporation is necessary by law.
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-
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In principle we will oppose a proposal to amend the articles of incorporation
if it can be determined that there is a risk that the rights of shareholders will be
infringed or a risk that a reduction in shareholder value will occur as a result of
the relevant amendment.
|
(3) Amendment of the Quorum of a General Meeting of Shareholders
|
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|
A decision regarding a proposal in connection with amending the quorum of a
general meeting of shareholders and a special resolution of a general shareholders meeting
will be made in consideration of, inter alia, the impact on shareholder value and on the
rights of shareholders as well as the customs of the region or country.
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-
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In principle we will oppose a proposal to reduce the quorum of a general
meeting of shareholders.
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-
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In principle we will oppose a proposal to reduce the quorum of a special
resolution.
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(4) Omnibus Proposal of a General Meeting of Shareholders
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|
In principle we will oppose an omnibus proposal at a general meeting of
shareholders if the entire proposal will not be in the best interests of shareholders.
|
(5) Other
(Anonymous Voting)
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|
In principle we will vote in favor of a proposal requesting anonymous voting,
an independent vote counter, an independent inspector, and separate disclosure of the
results of voting on a resolution of a general meeting of shareholders.
|
(Authority to Postpone General Meetings of Shareholders)
|
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In principle we will oppose a proposal requesting to grant to a company the
authority to postpone a general meeting of shareholders.
|
(Requirement of Super Majority Approval)
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In principle we will vote in favor of a proposal requesting a relaxation or
abolishment of the requirement for a super majority.
|
E-82
8.
Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
|
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In principle we will vote in favor of a proposal requesting amendment of a
tradename.
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In principle we will vote in favor of a proposal requesting amendment of a
location of corporate registration.
|
(2) Corporate Restructuring
A decision regarding a proposal in connection with a merger, acquisition, assignment or acquisition
of business, company split (spin-off), sale of assets, being acquired, corporate liquidation or
other corporate restructuring will be made in consideration of, inter alia, the respective impact
on shareholder value and on the rights of shareholders, the impact on the financial condition and
on the business performance of the relevant company, as well as the reasonability thereof, and the
impact on the listing of shares and on the continuity of the company.
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|
A decision regarding a proposal in connection with a corporate reorganization
as set forth below will be made in consideration of, inter alia, the respective impact on
shareholder value and on the rights of shareholders, the impact on the financial condition
and on the business performance of the relevant company, as well as the reasonability
thereof, and the impact on the listing of shares as well as on the continuity of the
company:
|
Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
Being acquired; or
Liquidation.
(3) Proxy Contest
|
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|
A decision regarding a proposal in connection with election of a director from
among opposing candidates will be made in consideration of the independence, suitability,
existence or absence of any antisocial activities in the past on the part of a candidate
for director, the actions in corporate governance, accountability the business performance
of the company, the existence or absence of antisocial activities of the company, and the
background to the proxy contest.
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A person who is considered to be independent shall mean a person for whom
there is no relationship between the relevant company and the candidate for director other
than that of being selected as a candidate director of the relevant company.
|
E-83
(4) Defense Strategy in Proxy Contest
|
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Staggered Board
|
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|
In principle we will oppose a proposal requesting the introduction of staggered board of
directors:
|
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-
|
|
In principle we will oppose a proposal requesting the introduction of a
staggered board of directors.
|
|
-
|
|
In principle we will vote in favor of a proposal requesting that the terms in
office of directors be one year.
|
|
|
|
Authority to Dismiss Directors
|
|
|
|
|
In principle we will oppose a proposal requesting more stringent requirements for the
shareholders to be able to dismiss a director.
|
|
-
|
|
In principle we will vote in favor of a proposal to introduce cumulative
voting in connection with the election of directors. However, in principle we will
oppose a proposal which a majority of valid votes is required to elect a director
except in the event that shareholders are able to write-in their own candidate in the
convening notice or ballot of the company and the number of candidates exceeds a
prescribed number.
|
|
-
|
|
In principle we will oppose a proposal requesting the abolition of cumulative
voting in connection with the election of directors.
|
|
|
|
Authority to Call an Extraordinary General Meeting of Shareholders
|
|
-
|
|
In principle we will vote in favor of a proposal requesting a right of
shareholders to call an extraordinary general meeting of shareholders.
|
|
-
|
|
In principle we will vote in favor of a proposal to abolish restrictions on
the right of shareholders to call an extraordinary general meeting of shareholders.
|
|
-
|
|
In principle we will oppose a proposal to restrict or prohibit the right of
shareholders to call an extraordinary general meeting of shareholders.
|
|
|
|
Letter of Consent Seeking Approval or Disapproval from Shareholders
|
|
-
|
|
In principle we will vote in favor of a proposal requesting that shareholders
have the right to seek approval or disapproval on the part of shareholders by means of
a letter of consent.
|
|
-
|
|
In principle we will vote in favor of a proposal to abolish restrictions on
the right of shareholders to seek approval or disapproval on the part of shareholders
by means of a letter of consent.
|
|
-
|
|
In principle we will oppose a proposal to restrict or prohibit the right of
shareholders to seek approval or disapproval on the part of shareholders by means of a
letter of consent.
|
E-84
(5) Takeover Defense Strategies
|
|
|
Rights Plan (Poison Pill)
|
|
|
|
|
A decision regarding a proposal in connection with introducing a rights plan (poison pill)
will be made in consideration of, inter alia, the triggering conditions, the effective
period, the conditions of disclosure of content, the composition of directors of the
relevant company, and the status of introducing other takeover defense strategies.
|
|
|
|
Fair Price Conditions
|
|
|
|
|
A decision regarding a proposal in connection with introducing fair price conditions will
be made in consideration of, inter alia, the triggering conditions, the decision-making
process for triggering, and the reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal requesting the introduction
of fair price conditions, provided that the following is satisfied.
|
|
-
|
|
At the time of triggering the fair price provision, the approval of a
majority or not more than a majority of shareholders without a direct interest in the
acquisition is to be sought
|
|
-
|
|
In principle we will vote in favor of a proposal to reduce the number of
approvals by shareholders that is necessary to trigger fair price provision.
|
|
|
|
Anti-Greenmail Provision
|
|
|
|
|
A decision regarding a proposal in connection with introducing an anti-greenmail provision
will be made in consideration of, inter alia, the triggering conditions, the
decision-making process for triggering, and the reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal requesting the introduction
of anti-greenmail provisions, provided that all of the following standards are
satisfied:
|
|
-
|
|
The definition of greenmail is clear
|
|
-
|
|
If a buyback offer is to be made to a person who holds a large number of
shares, that the buy-back offer will be made to all shareholders, or confirmation will
be made that shareholders who do not have a direct interest in the takeover do not
oppose the buyback offer to the person who holds a large number of shares.
|
|
-
|
|
No clause is included which would restrict the rights of shareholders, such
as measures to deter being bought out.
|
|
|
|
Golden Parachute and Tin Parachute Conditions
|
|
|
|
|
A decision regarding a proposal in connection with introducing a golden parachute or a tin
parachute will be made in consideration of, inter alia, the triggering conditions, the
decision-making process for triggering, the level of compensation to be provided and the
|
E-85
|
|
|
reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal to introduce or amend
a golden parachute or a tin parachute if all of the following criteria are
satisfied:
|
|
-
|
|
The triggering of the golden parachute or the tin parachute will be
determined by an independent committee.
|
|
|
-
|
|
The payable compensation shall be no more than three times the
employment compensation payable for a year.
|
|
|
-
|
|
Payment of compensation shall be made after the transfer of control.
|
|
|
|
Classified Shares
|
|
|
|
|
In principle we will oppose a proposal in connection with creating new classified shares
with multiple voting rights.
|
|
|
|
|
A decision regarding a proposal in connection with creating new classified shares with no
voting rights or less voting rights will be made in consideration of, inter alia, the terms
of the classified shares.
|
|
-
|
|
In principle we will oppose a proposal to create classified shares with
multiple voting rights.
|
|
-
|
|
In principle we will vote in favor of a proposal to create new classified
shares with no voting rights or less voting rights if all of the following conditions
are satisfied.
|
|
-
|
|
The objective of creating the new classified shares is to obtain
financing while minimizing the dilution of the existing shareholders.
|
|
-
|
|
The creation of the new classified shares does not have an
objective of protecting the voting rights of shareholders that have a direct
interest in a takeover or of major shareholders.
|
|
|
|
Issuing New Shares to a White Squire or a White Knight
|
|
|
|
|
A decision regarding a proposal in connection with issuing shares to a white squire or a
white knight will be made in consideration of, inter alia, the conditions of issuing the
shares.
|
|
|
|
Relaxation of Requirements to Amend the Articles of Incorporation or Company
Regulations
|
|
|
|
|
A decision regarding a proposal to relax the requirements to amend the articles of
incorporation or company regulations will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders.
|
E-86
|
|
|
Relaxation of Requirements for Approval of a Merger
|
|
|
|
|
A decision regarding a proposal to relax the requirements to approve a merger will be made
in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders.
|
|
|
|
Introduction or Amendment of Takeover Defense Strategy
|
|
|
|
|
In principle we will oppose a proposal in connection with introducing or amending a
takeover defense strategy that will reduce shareholder value or infringe the rights of
shareholders.
|
9.
Social, Environmental and Political Problems
A decision regarding a proposal in connection with a social, environmental or political problems
will be made in consideration of, inter alia, the impact that the actions on the part of the
company will have on shareholder value and the rights of shareholders, the impact on the financial
condition and the business performance of the company, the reasonability of these actions, and the
impact on the listing of shares as well as on the continuity of the company.
10.
Information Disclosure
|
|
|
In principle we will oppose a proposal for which sufficient information is not
disclosed for the purpose of making a voting decision.
|
|
|
|
In principle we will vote in favor of a proposal to increase information
disclosure, if all of the following criteria are satisfied.
|
|
-
|
|
The information will be beneficial to shareholders.
|
|
|
-
|
|
The time and expense required for the information disclosure will be minimal.
|
11.
Other
(1) Directors
|
|
|
Ex Post Facto Approval of Actions by Directors and Executive Officers
|
|
|
|
|
In principle we will vote in favor of a proposal requesting ex post facto approval of an
action taken by the directors or executive officers as long as there are no material
concerns such as having committed an act in violation of fiduciary duties.
|
|
|
|
Separation of Chairman of the Board of Directors and CEO
|
|
-
|
|
In principle we will vote in favor of a proposal to have a director who is
independent from the relevant company serve as the chairman of the board of directors
as long as there are not sufficient reasons to oppose the proposal, such as the
existence of a corporate governance organization that will counter a CEO who is also
serving as chairman.
|
E-87
|
-
|
|
A person considered to be independent shall mean a person for whom there is
no relationship between the relevant company and the director other than that of being
selected as a director.
|
|
|
|
Independence of Board of Directors
|
|
-
|
|
In principle we will vote in favor of a proposal to have directors who are
independent from the relevant company account for at least a majority or more than
two-thirds of the members of the board of directors.
|
|
-
|
|
In principle we will vote in favor of a proposal that the audit committee,
compensation committee and nominating committee of the board of directors shall be
composed solely of independent directors.
|
|
-
|
|
A person considered to be independent shall mean a person for whom there is
no relationship between the relevant company and the director other than that of being
selected as a director.
|
(2) Statutory Auditors
|
|
|
Ex Post Facto Approval of Actions by Statutory Auditors
|
|
|
|
|
In principle we will vote in favor of a proposal requesting ex post facto approval of an
action taken by a statutory auditor as long as there are no material concerns such as
having committed an act in violation of fiduciary duties.
|
|
|
|
Attendance by a Statutory Auditor at a General Meeting of Shareholders
|
|
|
|
|
In principle we will vote in favor of a proposal requesting that a statutory auditor attend
a general meeting of shareholders.
|
(3) Accounting Auditor
|
|
|
Fees of an accounting auditor
|
|
-
|
|
In principle we will vote in favor of a proposal requesting that the decision
on the fees of an accounting auditor is left up to the discretion of the board of
directors.
|
|
-
|
|
In principle we will oppose a proposal to reduce or waive the liability of an
accounting auditor.
|
|
|
|
Selection of the Accounting Auditor by a General Meeting of Shareholders
|
|
-
|
|
In principle we will vote in favor of a proposal to make the selection of an
accounting auditor a matter for resolution by a general meeting of shareholders.
|
E-88
12.
Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a
conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
13.
Shareholder Proposals
A decision regarding shareholders proposals will be made in accordance with the Guideline along
with companys proposal, however, will be considered on the basis of proposed individual items.
E-89
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial
holders of 5% or more of the outstanding shares of each class of the Trusts equity securities and
the percentage of the outstanding shares held by such holders are set forth below. Unless
otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the
shares owned of record are also owned beneficially.
A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is
presumed to control that Fund as defined in the 1940 Act. Such control may affect the voting
rights of other shareholders.
All information listed below is as of November 30, 2012.
|
|
|
|
|
|
|
|
|
Premier Portfolio
|
|
Investor Class Shares
|
|
Institutional Class Shares
|
Name and Address of
|
|
Percentage Owned
|
|
Percentage Owned
|
Principal Holder
|
|
of Record
|
|
of Record
|
Invesco Fund of Funds
|
|
|
|
|
|
|
66.58
|
%
|
Attn: Kim Waycaster
Money Market Portfolio Admin.
11 Greenway Plaza
Houston, TX 77046
|
|
|
|
|
|
|
|
|
Calhoun Comerica
|
|
|
|
|
|
|
9.67
|
%
|
411 West Lafayette
Detroit, MI 48226
|
|
|
|
|
|
|
|
|
David Ling Berit Ling Co-Trs
|
|
|
5.54
|
%
|
|
|
|
|
David Ling Inc.
Employee Retirement Trust
17692 Beach Boulevard, Suite 305
Huntington Beach, CA 92647-6811
|
|
|
|
|
|
|
|
|
Great-West Trust Company LLC
|
|
|
14.99
|
%
|
|
|
|
|
Trust/Retirement Plans
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002
|
|
|
|
|
|
|
|
|
Invesco Group Services, Inc.
|
|
|
5.71
|
%
|
|
|
|
|
1555 Peachtree Street NE
Atlanta, GA 30309-2460
|
|
|
|
|
|
|
|
|
Karen Dunn Kelley*
|
|
|
9.00
|
%
|
|
|
|
|
Pittsburgh, PA 15238-1924
|
|
|
|
|
|
|
|
|
Morgan Stanley NJ (NSCC)
|
|
|
|
|
|
|
7.50
|
%
|
Attn: Jennifer Kang
2000 Westchester Avenue, FL 2
Purchase, NY 10577-2530
|
|
|
|
|
|
|
|
|
F-1
*
|
|
Owned of record and beneficially.
|
|
|
|
|
|
|
|
|
|
Premier Tax-Exempt Portfolio
|
|
Investor Class Shares
|
|
Institutional Class Shares
|
Name and Address of
|
|
Percentage Owned
|
|
Percentage Owned
|
Principal Holder
|
|
of Record
|
|
of Record
|
Bank of N.Y.
|
|
|
|
|
|
|
51.03
|
%
|
One Wall Street, 2
nd
Floor
Attn: Frank Notaro
New York, NY 10286
|
|
|
|
|
|
|
|
|
L. A. Idler TR
|
|
|
10.64
|
%
|
|
|
|
|
Littleton, CO 80120-4421
|
|
|
|
|
|
|
|
|
Morgan Stanley NJ (NSCC)
|
|
|
|
|
|
|
24.89
|
%
|
Attn: Jennifer Kang
2000 Westchester Avenue, FL 2
Purchase, NY 10577-2530
|
|
|
|
|
|
|
|
|
Oppenheimer & Co Inc. NSCC
|
|
|
|
|
|
|
7.84
|
%
|
Attn: Lamont Randolph
125 Broad Street, 16
th
Floor
New York, NY 10004-2400
|
|
|
|
|
|
|
|
|
Raymond James
|
|
|
|
|
|
|
5.69
|
%
|
Attn: Celeste Hopkins
880 Carillon Parkway
St. Petersburg, FL 33716-1100
|
|
|
|
|
|
|
|
|
Robert W. Trudeau TTEE
|
|
|
30.16
|
%
|
|
|
|
|
Robert W. Trudeau Trust
Johnson City, TN 37601-2179
|
|
|
|
|
|
|
|
|
W. Davis Paddock & Anissa C.
|
|
|
8.02
|
%
|
|
|
|
|
Paddock JTWROS
Houston, TX 77057-1109
|
|
|
|
|
|
|
|
|
F-2
|
|
|
|
|
|
|
|
|
Premier U.S. Government Money Portfolio
|
|
Investor Class Shares
|
|
Institutional Class Shares
|
Name and Address of
|
|
Percentage Owned
|
|
Percentage Owned
|
Principal Holder
|
|
of Record
|
|
of Record
|
Calhoun Comerica
|
|
|
|
|
|
|
23.72
|
%
|
411 West Lafayette
Detroit, MI 48226
|
|
|
|
|
|
|
|
|
Goldman Sachs GCS
|
|
|
|
|
|
|
12.75
|
%
|
Attn: Rene Godin
71 South Wacker Dr, Suite 500
Chicago, IL 60606
|
|
|
|
|
|
|
|
|
Harris Methodist
|
|
|
|
|
|
|
26.82
|
%
|
Attn: Sandy Reeves
611 Ryan Plaza Drive
6
th
Floor, Suite 630
Arlington, TX 76011
|
|
|
|
|
|
|
|
|
MG Trustco Cust FBO
|
|
|
10.61
|
%
|
|
|
|
|
ESSE Health PSP
700 17
th
Street, Suite 300
Denver, CO 80202-3531
|
|
|
|
|
|
|
|
|
Nabank & Co
|
|
|
|
|
|
|
8.52
|
%
|
P. O. Box 2180
Tulsa, OK 74101
|
|
|
|
|
|
|
|
|
Simmons First National
|
|
|
|
|
|
|
9.57
|
%
|
Attn: Neal Jenkins
8315 Cantrell Road, Suite 200
Little Rock, AR 72227
|
|
|
|
|
|
|
|
|
Management Ownership
As of November 30, 2012, the trustees and officers as a group owned less than 1% of the
outstanding shares of each class of each Fund, except the trustees and officers as a group owned
9.07% of the outstanding Investor Class Shares of Premier Portfolio.
F-3
APPENDIX G
MANAGEMENT FEES
For the last three fiscal periods ended August 31, the management fees payable by Invesco and
the net fee paid by each Fund were as follows:
Premier Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2012
|
|
August 31, 2011
|
|
August 31, 2010
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
Advisor
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
Invesco
|
|
$
|
15,943,197
|
|
|
$
|
(4,464,095
|
)
|
|
$
|
11,479,102
|
|
|
$
|
1,120,371
|
|
|
$
|
(37,568
|
)
|
|
$
|
1,082,803
|
|
|
$
|
1,141,163
|
|
|
$
|
|
|
|
$
|
1,141,163
|
|
Premier Tax-Exempt Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2012
|
|
August 31, 2011
|
|
August 31, 2010
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
Advisor
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
Invesco
|
|
$
|
756,102
|
|
|
$
|
(103,379
|
)
|
|
$
|
652,723
|
|
|
$
|
11,006,063
|
|
|
$
|
(2,390,113
|
)
|
|
$
|
8,615,950
|
|
|
$
|
9,381,237
|
|
|
$
|
(1,126,311
|
)
|
|
$
|
8,254,926
|
|
Premier U.S. Government Money Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2012
|
|
August 31, 2011
|
|
August 31, 2010
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
Advisor
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Payable
|
Invesco
|
|
$
|
4,036,735
|
|
|
$
|
(2,264,141
|
)
|
|
$
|
1,772,594
|
|
|
$
|
2,732,920
|
|
|
$
|
(1,028,787
|
)
|
|
$
|
1,704,133
|
|
|
$
|
3,243,168
|
|
|
$
|
(560,820
|
)
|
|
$
|
2,682,348
|
|
G-1
APPENDIX H
ADMINISTRATIVE SERVICE FEES
For the last three fiscal years ended August 31, the Funds paid no administrative fees to
Invesco for Administrative services.
H-1
APPENDIX I
PURCHASE OF SECURITIES OF REGULAR BROKERS OR DEALERS
Purchase of Securities of Regular Brokers or Dealers
During the last fiscal year ended August 31, 2012, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio did not purchase securities of its regular
brokers or dealers.
I-1
APPENDIX J
PURCHASE, REDEMPTION AND PRICING OF SHARES
Class A2, AX, B, BX, CX and RX shares are closed to new investors. Only investors who have
continuously maintained an account in Class A2, AX, BX, CX or RX of a specific Fund may make
additional purchases into Class A2, AX, BX, CX and RX, respectively, of such specific Fund so long
as such Fund is open to new investors. All references in the following Purchase, Redemption and
Pricing of Shares section of this SAI to Class A, B, C and R shares, shall include Class A2 and AX
(except Invesco Money Market Fund), Class BX, Class CX, and Class RX shares, respectively, unless
otherwise noted. All references in the following Purchase, Redemption and Pricing of Shares
section of this SAI to Invesco Cash Reserve Shares of Invesco Money Market Fund, shall include
Class AX shares of Invesco Money Market Fund, unless otherwise noted.
Transactions through Financial Intermediaries
If you are investing indirectly in an Invesco Fund through a financial intermediary such as a
broker-dealer, a bank (including a bank trust department), an insurance company separate account,
an investment adviser, an administrator or trustee of a retirement plan or a qualified tuition plan
or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the
Invesco Fund for trading on behalf of its customers, different guidelines, conditions and
restrictions may apply than if you held your shares of the Invesco Fund directly. These
differences may include, but are not limited to: (i) different eligibility standards to purchase
and sell shares, different eligibility standards to invest in Funds with limited offering status
and different eligibility standards to exchange shares by telephone; (ii) different minimum and
maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent
privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a
Systematic Redemption Plan without being subject to a contingent deferred sales charge. The
financial intermediary through whom you are investing may also choose to adopt different exchange
and/or transfer limit guidelines and restrictions, including different trading restrictions
designed to discourage excessive or short-term trading.
If the financial intermediary is managing your account, you may also be charged a transaction
or other fee by such financial intermediary, including service fees for handling redemption
transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your
plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the
above, may be applicable to you.
Purchase and Redemption of Shares
Purchases of Class A shares, Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco
Tax-Free Intermediate Fund, Class AX shares of Invesco Money Market Fund and Invesco Balanced-Risk
Retirement Funds and Invesco Cash Reserve Shares of Invesco Money Market Fund
Initial Sales Charges
.
Each Invesco Fund (other than Invesco Tax-Exempt Cash Fund) is grouped
into one of four categories to determine the applicable initial sales charge for its Class A
shares. The sales charge is used to compensate Invesco Distributors and participating dealers for
their expenses incurred in connection with the distribution of the Invesco Funds shares. You may
also be charged a transaction or other fee by the financial intermediary managing your account.
Class A shares of Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of
Invesco Money Market Fund are sold without an initial sales charge.
J-1
Category I Funds
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Charter Fund
Invesco China Fund
Invesco Conservative Allocation Fund
Invesco Constellation Fund
Invesco Convertible Securities Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dynamics Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco Global Quantitative Core Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Opportunities Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Leisure Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Select Companies Fund
Invesco Select Opportunities Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Quantitative Core Fund
Invesco Utilities Fund
Invesco American Franchise Fund
Invesco American Value Fund
Invesco Comstock Fund
Invesco Equity and Income Fund
Invesco Growth and Income Fund
Invesco Leaders Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Value Fund
Invesco Value Opportunities Fund
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Investors Sales Charge
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Dealer
Concession
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As a
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As a
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As a
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Percentage
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Percentage
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Percentage
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of the Net
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of the Net
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Amount of Investment in
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of the Public
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Amount
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Amount
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Single Transaction
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Offering Price
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Invested
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Invested
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Less than $50,000
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5.50
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%
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5.82
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%
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5.00
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%
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$50,000 but less than $100,000
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4.50
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4.71
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4.00
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$100,000 but less than $250,000
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3.50
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3.63
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3.00
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$250,000 but less than $500,000
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2.75
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2.83
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2.25
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$500,000 but less than $1,000,000
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2.00
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2.04
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1.75
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J-2
Category II Funds
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco High Yield Fund
Invesco High Yield Securities Fund
Invesco International Total Return Fund
Invesco Municipal Bond Fund
Invesco U.S. Government Fund
Invesco Corporate Bond Fund
Invesco High Yield Municipal Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco U.S. Mortgage Fund
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Investors Sales Charge
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Dealer
Concession
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As a
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As a
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As a
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Percentage
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Percentage
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Percentage
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of the Net
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of the Net
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Amount of Investment in
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of the Public
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Amount
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Amount
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Single Transaction
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Offering Price
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Invested
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Invested
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Less than $100,000
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4.25
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%
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4.44
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%
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4.00
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%
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$100,000 but less than $250,000
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3.50
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3.63
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3.25
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$250,000 but less than $500,000
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2.50
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2.56
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2.25
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$500,000 but less than $1,000,000
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2.00
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2.04
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1.75
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Category III Funds
Invesco Limited Maturity Treasury Fund (Class A2 shares)
Invesco Tax-Free Intermediate Fund (Class A2 shares)
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Dealer
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Investors Sales Charge
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Concession
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As a
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As a
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As a
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Percentage
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Percentage
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Percentage
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of the Net
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of the Net
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Amount of Investment in
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of the Public
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Amount
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Amount
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Single Transaction
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Offering Price
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Invested
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Invested
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Less than $100,000
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1.00
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%
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1.01
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%
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0.75
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%
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$100,000 but less than $250,000
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0.75
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0.76
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0.50
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$250,000 but less than $500,000
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0.50
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0.50
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0.40
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As of the close of business on October 30, 2002, Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund were closed to new investors. Current
investors must maintain a share balance in order to continue to make incremental purchases.
Effective February 1, 2010, Class A shares of Invesco Limited Maturity Treasury Fund and Invesco
Tax-Free Intermediate Fund are renamed Class A2 shares.
J-3
Category IV Funds
Invesco Floating Rate Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Maturity Treasury Fund (Class A shares)
Invesco Short Term Bond Fund
Invesco Tax-Free Intermediate Fund (Class A shares)
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Investors Sales Charge
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Dealer
Concession
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As a
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As a
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As a
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Percentage
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Percentage
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Percentage
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of the Net
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of the Net
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Amount of Investment in
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of the Public
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Amount
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Amount
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Single Transaction
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Offering Price
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Invested
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Invested
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Less than $100,000
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2.50
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%
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2.56
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%
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2.00
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%
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$100,000 but less than $250,000
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1.75
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1.78
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1.50
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$250,000 but less than $500,000
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1.25
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1.27
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1.00
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Large Purchases of Class A Shares
.
Investors who purchase $1,000,000 or more of Class A
shares of Category I or II Funds do not pay an initial sales charge. Investors who purchase
$500,000 or more of Class A shares of Category IV Funds do not pay an initial sales charge. In
addition, investors who currently own Class A shares of Category I or II Funds and make additional
purchases that result in account balances of $1,000,000 or more ($500,000 or more for Category IV)
do not pay an initial sales charge on the additional purchases. The additional purchases, as well
as initial purchases of $1,000,000 or more (for Category I and II or $500,000 for Category IV), are
referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a
Category I, II or IV Funds, each share will generally be subject to a 1.00% contingent deferred
sales charge (CDSC) if the investor redeems those shares within 18 months after purchase.
Invesco Distributors may pay a dealer concession and/or advance a service fee on Large
Purchases, as set forth below. Exchanges between the Invesco Funds may affect total compensation
paid.
Purchases of Class A Shares by Non-Retirement Plans
.
Invesco Distributors may make the
following payments to dealers of record for Large Purchases of Class A shares of Category I, II or
IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections
401 and 457 of the Internal Revenue Code of 1986, as amended (the Code), and (ii) retirement plans
that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a
tax-exempt organization operated pursuant to Section 501(c)(3) of the Code:
Percent of Purchases Categories I and II
1% of the first $4 million
plus 0.50% of the next $46 million
plus 0.25% of amounts in excess of $50 million
Percent of Purchases Categories IV
1% of the first $4.5 million
plus 0.50% of the next $46 million
plus 0.25% of amounts in excess of $50 million
J-4
If (i) the amount of any single purchase order plus (ii) the public offering price of all
other shares owned by the same customer submitting the purchase order on the day on which the
purchase order is received equals or exceeds $1,000,000, with respect to Categories I or II Funds,
or $500,000 with respect to Category IV Funds, the purchase will be considered a jumbo
accumulation purchase. With regard to any individual jumbo accumulation purchase, Invesco
Distributors may make payment to the dealer of record based on the cumulative total of jumbo
accumulation purchases made by the same customer over the life of his or her account(s).
If an investor made a Large Purchase of Class A shares of Invesco Limited Maturity Treasury
Fund or Invesco Tax-Free Intermediate Fund on and after October 31, 2002, and prior to February 1,
2010, and exchanges those shares for Class A shares of a Category I, II or IV Fund, Invesco
Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A
shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00%
CDSC if the investor redeems such shares within 18 months from the date of exchange.
Purchases of Class A Shares by Certain Retirement Plans at NAV.
For purchases of Class A
shares of Category I, II and IV Funds, Invesco Distributors may make the following payments to
investment dealers or other financial service firms for sales of such shares at net asset value
(NAV) to certain retirement plans provided that the applicable dealer of record is able to
establish that the retirement plans purchase of such Class A shares is a new investment (as
defined below):
Percent of Purchases
0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million
This payment schedule will be applicable to purchases of Class A shares at NAV by the
following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of
the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan
sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.
A new investment means a purchase paid for with money that does not represent (i) the
proceeds of one or more redemptions of Invesco Fund shares, (ii) an exchange of Invesco Fund
shares, (iii) the repayment of one or more retirement plan loans that were funded through the
redemption of Invesco Fund shares, or (iv) money returned from another fund family. If Invesco
Distributors pays a dealer concession in connection with a plans purchase of Class A shares at
NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the
date the plan first invests in Class A shares of an Invesco Fund. If the applicable dealer of
record is unable to establish that a plans purchase of Class A shares at NAV is a new investment,
Invesco Distributors will not pay a dealer concession in connection with such purchase and such
shares will not be subject to a CDSC.
With regard to any individual jumbo accumulation purchase, Invesco Distributors may make
payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made
by the same plan over the life of the plans account(s).
Purchasers Qualifying For Reductions in Initial Sales Charges
.
As shown in the tables above,
purchases of certain amounts of Invesco Fund shares may reduce the initial sales charges. These
reductions are available to purchasers that meet the qualifications listed below. We will refer to
purchasers that meet these qualifications as Qualified Purchasers.
J-5
Definitions
As used herein, the terms below shall be defined as follows:
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Individual refers to a person, as well as his or her Spouse or Domestic Partner
and his or her Children;
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Spouse is the person to whom one is legally married under state law;
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Domestic Partner is an adult with whom one shares a primary residence for at least
six-months, is in a relationship as a couple where one or each of them provides
personal or financial welfare of the other without a fee, is not related by blood and
is not married;
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Child or Children include a biological, adopted or foster son or daughter, a
Step-child, a legal ward or a Child of a person standing in
loco parentis
;
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Grandchild or Grandchildren include biological, adopted or foster son or
daughter, a Step-child, a legal ward or a Child of a Child of a person standing in
loco
parentis
;
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Parent is a persons biological or adoptive mother or father;
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Grandparent is a Parent of a persons biological or adoptive mother or father;
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Step-child is the child of ones Spouse by a previous marriage or relationship;
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Step-parent is the Spouse of a Childs Parent; and
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Immediate Family includes an Individual (including, as defined above, a person,
his or her Spouse or Domestic Partner and his or her Children or Grandchildren) as well
as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner.
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Individuals
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an Individual (including his or her spouse or domestic partner, and children);
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a retirement plan established exclusively for the benefit of an Individual,
specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA,
SIMPLE IRA, Solo 401(k), money purchase plan, profit sharing plan, or a tax-sheltered
403(b)(7) custodial account; and
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a Coverdell Education Savings Account, maintained pursuant to Section 530 of the
Code (in either case, the account must be established by an Individual or have an
Individual named as the beneficiary thereof).
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Employer-Sponsored Retirement Plans
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a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or
plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the
Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if:
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a.
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the employer or plan sponsor submits all contributions for all
participating employees in a single contribution transmittal (the Invesco Funds
will not accept separate contributions submitted with respect to individual
participants);
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b.
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each transmittal is accompanied by checks or wire transfers; and
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J-6
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c.
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if the Invesco Funds are expected to carry separate accounts in the
names of each of the plan participants, (i) the employer or plan sponsor notifies
Invesco Distributors in writing that the separate accounts of all plan participants
should be linked, and (ii) all new participant accounts are established by
submitting an appropriate Account Application on behalf of each new participant
with the contribution transmittal.
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How to Qualify For Reductions in Initial Sales Charges
.
The following sections discuss different
ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges for
purchases of Class A shares of the Invesco Funds.
Letters of Intent
A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the Account
Application that he, she or it intends to provide a Letter of Intent (LOI); and (ii) subsequently
fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the exception of
Solo 401(k) plans and SEP plans, are not eligible for a LOI.
The LOI confirms the total investment in shares of the Invesco Funds that the Qualified
Purchaser intends to make within the next 13 months. By marking the LOI section on the account
application and by signing the account application, the Qualified Purchaser indicates that he, she
or it understands and agrees to the terms of the LOI and is bound by the provisions described
below:
Calculating the Initial Sales Charge
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Each purchase of Fund shares normally subject to an initial sales charge made during
the 13-month period will be made at the public offering price applicable to a single
transaction of the total dollar amount indicated by the LOI (to determine what the
applicable public offering price is, look at the sales charge table in the section on
Initial Sales Charges above).
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It is the purchasers responsibility at the time of purchase to specify the account
numbers that should be considered in determining the appropriate sales charge.
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The offering price may be further reduced as described below under Rights of
Accumulation if Invesco Investment Services, Inc., the Invesco Funds transfer agent
(Transfer Agent) is advised of all other accounts at the time of the investment.
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Reinvestment of dividends and capital gains distributions acquired during the
13-month LOI period will not be applied to the LOI.
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Calculating the Number of Shares to be Purchased
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Purchases made and shares acquired through reinvestment of dividends and capital
gains distributions prior to the LOI effective date will be applied toward the
completion of the LOI based on the value of the shares calculated at the public
offering price on the effective date of the LOI.
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If a purchaser wishes to revise the LOI investment amount upward, he, she or it may
submit a written and signed request at any time prior to the completion of the original
LOI. This revision will not change the original expiration date.
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The Transfer Agent will process necessary adjustments upon the expiration or
completion date of the LOI.
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J-7
Fulfilling the Intended Investment
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By signing an LOI, a purchaser is not making a binding commitment to purchase
additional shares, but if purchases made within the 13-month period do not total the
amount specified, the purchaser generally will have to pay the increased amount of
sales charge.
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To assure compliance with the provisions of the 1940 Act, the Transfer Agent will
reserve, in escrow or similar arrangement, in the form of shares, an appropriate dollar
amount computed to the nearest full share) out of the initial purchase (or subsequent
purchases if necessary). All dividends and any capital gain distributions on the
escrowed shares will be credited to the purchaser. All shares purchased, including
those reserved, will be registered in the purchasers name. If the total investment
specified under this LOI is completed within the 13-month period, the reserved shares
will be promptly released, and additional purchases will be subject to the appropriate
breakpoint sales charge based on the accounts current Right of Accumulation value.
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If the intended investment is not completed, the purchaser generally will pay the
Transfer Agent the difference between the sales charge on the specified amount and the
sales charge on the total amount actually purchased. If the purchaser does not pay
such difference within 20 days of the expiration date, the Transfer Agent will
surrender for redemption any or all shares, to make up such difference within 60 days
of the expiration date.
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Canceling the LOI
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If at any time before completing the LOI Program, the purchaser wishes to cancel the
agreement, he or she must give written notice to Invesco Distributors or its designee.
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If at any time before completing the LOI Program the purchaser requests the Transfer
Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will
be automatically canceled. If the total amount purchased is less than the amount
specified in the LOI, the Transfer Agent will redeem an appropriate number of reserved
shares equal to the difference between the sales charge actually paid and the sales
charge that would have been paid if the total purchases had been made at a single time.
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Other Persons Eligible for the LOI Privilege
The LOI privilege is also available to holders of the Connecticut General Guaranteed Account,
established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.
LOIs and Contingent Deferred Sales Charges
All LOIs to purchase $1,000,000 or more of Class A shares of Category I, II and IV Funds are
subject to an 18-month, 1% CDSC.
Rights of Accumulation
A Qualified Purchaser may also qualify for reduced initial sales charges based upon his, her
or its existing investment in shares of any of the Invesco Funds at the time of the proposed
purchase. To determine whether or not a reduced initial sales charge applies to a proposed
purchase, Invesco Distributors takes into account not only the money which is invested upon such
proposed purchase, but also the value of all shares of the Invesco Funds owned by such purchaser,
calculated at their then current public offering price.
J-8
If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies
to the
total amount
of money being invested, even if only a portion of that amount exceeds the
breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying
shares of any Invesco Fund with a value of $30,000 and wishes to invest an additional $30,000 in a
Fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 4.50% will
apply to the full $30,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint.
To qualify for obtaining the discount applicable to a particular purchase, the purchaser or
his dealer must furnish the Transfer Agent with a list of the account numbers and the names in
which such accounts of the purchaser are registered at the time the purchase is made.
Rights of Accumulation are also available to holders of the Connecticut General Guaranteed
Account, established for tax-qualified group annuities, for contracts purchased on or before June
30, 1992.
If an investors new purchase of Class A shares of a Category I, II or IV Fund is at net asset
value, the newly purchased shares may be subject to a 1% CDSC if the investor redeems them prior to
the end of the 18 month holding period.
Other Requirements For Reductions in Initial Sales Charges
.
As discussed above, investors or
dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and,
if necessary, support their qualification for the reduced charge. Invesco Distributors reserves
the right to determine whether any purchaser is entitled to the reduced sales charge based on the
definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the
Invesco Funds without payment of the applicable sales charge other than to Qualified Purchasers.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund and Class AX shares or
Invesco Cash Reserve Shares of Invesco Money Market Fund and Investor Class shares of any Invesco
Fund will not be taken into account in determining whether a purchase qualifies for a reduction in
initial sales charges.
Class A Shares Sold Without an Initial Sales Charge.
Invesco Distributors permits certain
other investors to invest in Class A Shares without paying an initial charge, generally as a result
of the investors current or former relationship with the Invesco Funds. Purchasers investing
through a financial intermediary that has not agreed, either pursuant to an agreement with Invesco
Distributors or otherwise, to qualify a shareholder as eligible under the terms of the disclosure
below or is otherwise unable to systematically support such qualification, are not eligible to
purchase Class A Shares without paying an initial sales charge.
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Any current, former or retired trustee, director, officer or employee (or immediate
family member of a current, former or retired trustee, director, officer or employee)
of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. This includes any
foundation, trust or employee benefit plan maintained by any such persons;
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Any current or retired officer, director, or employee (and members of his or her
Immediate Family) of DST Systems, Inc. or Fiserv Output Solutions, a division of Fiserv
Solutions, Inc. with accounts established as of July 31, 2012;
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Shareholders of record of Class H, Class L, Class P and/or Class W of applicable
predecessor funds on May 28, 2010 who have continuously owned shares of the
corresponding Invesco Funds;
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J-9
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Shareholders of record or discretionary advised clients of any investment
adviser holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8,
1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares
and who purchase additional shares of Invesco Constellation Fund or Invesco Charter
Fund, respectively;
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Unitholders of G/SET series unit investment trusts investing proceeds from such
trusts in shares of Invesco Constellation Fund; provided, however, prior to the
termination date of the trusts, a unitholder may invest proceeds from the redemption or
repurchase of his units only when the investment in shares of Invesco Constellation
Fund is effected within 30 days of the redemption or repurchase;
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Shareholders of the former GT Global funds as of April 30, 1987 who since that date
continually have owned shares of one or more of these funds;
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Certain former AMA Investment Advisers shareholders who became shareholders of the
AIM Global Health Care Fund in October 1989, and who have continuously held shares in
the GT Global funds since that time;
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Shareholders of record of Advisor Class shares of an Invesco Fund on February 11,
2000 who have continuously owned shares of that Invesco Fund, and who purchase
additional shares of that Invesco Fund;
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Additional purchases of Class A shares by shareholders of record of Class K shares
on October 21, 2005 whose Class K shares were converted to Class A shares;
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Shareholders of record of Class B shares of Invesco Global Dividend Growth
Securities Fund on May 20, 2011, who have continuously owned shares and who purchase
additional Class A shares of Invesco Global Core Equity Fund, respectively;
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Shareholders of record of Class B shares of Invesco Van Kampen Global Equity
Allocation Fund on May 20, 2011, who have continuously owned shares and who purchase
additional Class A shares of Invesco Global Core Equity Fund, respectively; and
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Unitholders of Invesco unit investment trusts that enrolled in the reinvestment
program prior to December 3, 2007 to reinvest distributions from such trusts in Class A
shares of the Invesco Funds. The Invesco Funds reserve the right to modify or terminate
this program at any time.
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In all instances, it is the purchasers responsibility to notify Invesco Distributors or your
financial intermediary of any relationship or other facts qualifying the purchaser as eligible to
purchase Class A Shares without paying an initial sales charge and to provide all necessary
documentation of such facts.
Payments to Dealers
.
Invesco Distributors may elect to re-allow the entire initial sales
charge to dealers for all sales with respect to which orders are placed with Invesco Distributors
during a particular period. Dealers to whom substantially the entire sales charge is re-allowed
may be deemed to be underwriters as that term is defined under the 1933 Act.
The financial adviser through which you purchase your shares may receive all or a portion of
the sales charges and Rule 12b-1 distribution fees discussed above. In this context, financial
advisers include any broker, dealer, bank (including bank trust departments), insurance company
separate account, transfer agent, registered investment adviser, financial planner, retirement plan
administrator and any other financial intermediary having a selling, administration or similar
agreement with Invesco Distributors or one or more of its corporate affiliates (collectively, the
Invesco Distributors Affiliates). In addition to those payments, Invesco Distributors Affiliates
may make additional cash payments to financial advisers in connection with the promotion and sale
of shares of the Invesco Funds. Invesco Distributors Affiliates make these payments from their own
resources, from Invesco Distributors retention of underwriting concessions and from payments to
Invesco Distributors under Rule 12b-1 plans. In the
J-10
case of sub-accounting payments, discussed
below, Invesco Distributors Affiliates will be reimbursed directly by the Invesco Funds for such
payments. These additional cash payments are described below. The categories described below are
not mutually exclusive. The same financial adviser, or one or more of its affiliates, may receive
payments under more than one or all categories. Most financial advisers that sell shares of the
Invesco Funds receive one or more types of these cash payments. Financial advisers negotiate the
cash payments to be paid on an individual basis. Where services are provided, the costs of
providing the services and the overall package of services provided may vary from one financial
adviser to another. Invesco Distributors Affiliates do not make an independent assessment of the
cost of providing such services.
Certain financial advisers listed below received one or more types of the following payments
during the prior calendar year. This list is not necessarily current and will change over time.
Certain arrangements are still being negotiated, and there is a possibility that payments will be
made retroactively to financial advisers not listed below. Accordingly, please contact your
financial adviser to determine whether they currently may be receiving such payments and to obtain
further information regarding any such payments.
Financial Support Payments.
Invesco Distributors Affiliates make financial support payments
as incentives to certain financial advisers to promote and sell shares of Invesco Funds. The
benefits Invesco Distributors Affiliates receive when they make these payments include, among other
things, placing Invesco Funds on the financial advisers funds sales system, and access (in some
cases on a preferential basis over other competitors) to individual members of the financial
advisers sales force or to the financial advisers management. Financial support payments are
sometimes referred to as shelf space payments because the payments compensate the financial
adviser for including Invesco Funds in its Fund sales system (on its sales shelf). Invesco
Distributors Affiliates compensate financial advisers differently depending typically on the level
and/or type of considerations provided by the financial adviser. In addition, payments typically
apply only to retail sales, and may not apply to other types of sales or assets (such as sales to
retirement plans, qualified tuition programs, or fee based adviser programs some of which may
generate certain other payments described below).
The financial support payments Invesco Distributors Affiliates make may be calculated on sales
of shares of Invesco Funds (Sales-Based Payments), in which case the total amount of such payments
shall not exceed 0.25% of the public offering price of all such shares sold by the financial
adviser during the particular period. Such payments also may be calculated on the average daily
net assets of the applicable Invesco Funds attributable to that particular financial adviser
(Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25%
per annum of those assets during a defined period. Sales-Based Payments primarily create
incentives to make new sales of shares of Invesco Funds and Asset-Based Payments primarily create
incentives to retain previously sold shares of Invesco Funds in investor accounts. Invesco
Distributors Affiliates may pay a financial adviser either or both Sales-Based Payments and
Asset-Based Payments.
Sub-Accounting and Networking Support Payments.
Invesco Investment Services, an Invesco
Distributors Affiliate, acts as the transfer agent for the Invesco Funds, registering the transfer,
issuance and redemption of Invesco Fund shares, and disbursing dividends and other distributions to
Invesco Funds shareholders. However, many Invesco Fund shares are owned or held by financial
advisers, as that term is defined above, for the benefit of their customers. In those cases, the
Invesco Funds often do not maintain an account for the shareholder. Thus, some or all of the
transfer agency functions for these accounts are performed by the financial adviser. In these
situations, Invesco Distributors Affiliates may make payments to financial advisers that sell
Invesco Fund shares for certain transfer agency services, including record keeping and
sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25%
(for non-Class R5 shares) or 0.10% (for Class R5 shares) of average annual assets of such share
classes or $19 per annum per shareholder account (for non-Class R5 shares only). No Sub-Accounting
or Networking Support payments will be made with respect to Invesco Funds Class R6 shares. Invesco
Distributors Affiliates also may make payments to certain financial advisers that sell Invesco Fund
shares in connection with client account maintenance support, statement preparation and transaction
processing. The types of payments that Invesco Distributors Affiliates may make under this
category include, among others, payment of networking fees of up to $10 per shareholder account
maintained on certain mutual fund trading systems.
J-11
All fees payable by Invesco Distributors Affiliates pursuant to a sub-transfer agency, omnibus
account service or sub-accounting agreement are charged back to the Invesco Funds, subject to
certain limitations approved by the Board of the Trust.
Other Cash Payments.
From time to time, Invesco Distributors Affiliates, at their expense and
out of their own resources, may provide additional compensation to financial advisers which sell or
arrange for the sale of shares of a Fund. Such compensation provided by Invesco Distributors
Affiliates may include payment of ticket charges per purchase or exchange order placed by a
financial adviser, one-time payments for ancillary services such as setting up funds on a financial
advisers mutual fund trading systems, financial assistance to financial advisers that enable
Invesco Distributors Affiliates to participate in and/or present at conferences or seminars, sales
or training programs for invited registered representatives and other employees, client
entertainment, client and investor events, and other financial adviser-sponsored events, and travel
expenses, including lodging incurred by registered representatives and other employees in
connection with client prospecting, retention and due diligence trips. Other compensation may be
offered to the extent not prohibited by state laws or any self-regulatory agency, such as the
Financial Industry Regulatory Authority (FINRA) (formerly, NASD, Inc.). Invesco Distributors
Affiliates make payments for entertainment events it deems appropriate, subject to Invesco
Distributors Affiliates guidelines and applicable law. These payments may vary depending upon the
nature of the event or the relationship.
Invesco Distributors Affiliates are motivated to make the payments described above because
they promote the sale of Invesco Fund shares and the retention of those investments by clients of
financial advisers. To the extent financial advisers sell more shares of Invesco Funds or retain
shares of Invesco Funds in their clients accounts, Invesco Distributors Affiliates benefit from
the incremental management and other fees paid to Invesco Distributors Affiliates by the Invesco
Funds with respect to those assets.
In certain cases these payments could be significant to the financial adviser. Your financial
adviser may charge you additional fees or commissions other than those disclosed in the prospectus.
You can ask your financial adviser about any payments it receives from Invesco Distributors
Affiliates or the Invesco Funds, as well as about fees and/or commissions it charges. You should
consult disclosures made by your financial adviser at the time of purchase.
J-12
Certain Financial Advisers that Receive One or More Types of Payments
1st Global Capital Corporation
ACS HR Solutions
1
st
Partners, Inc.
401k Exchange, Inc.
401k Producer Services
A G Edwards & Sons, Inc.
ADP Broker Dealer, Inc.
AIG Retirement
Advantage Capital Corporation
Advest Inc.
Allianz Life
Allstate
Alliance Benefit Group
American Enterprise Investment
American Portfolios Financial Services Inc.
American Skandia Life Assurance Corporation
American United Life Insurance Company
Ameriprise Financial Services Inc.
Ameritrade
Ascensus
Associated Securities Corporation
AXA Advisors, LLC
AXA Equitable
Baden Retirement Plan Services
The Bank of New York
Bank of America
Bank of Oklahoma
Barclays Capital Inc.
BCG Securities
Bear Stearns Securities Corp.
Bear Stearns and Co. Inc.
Benefit Plans Administrators
Benefit Trust Company
BMO Harris Bank NA
BNP Paribas
BOSC, Inc.
Branch Banking & Trust Company
Brinker Capital
Brown Brothers Harriman & Co.
Buck Kwasha Securities LLC
Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella & Co., Inc.
Capital One Investment Services LLC
Center for Due Diligence
Cantor Fitzgerald & Co.
Centennial Bank
Charles Schwab & Company, Inc.
Chase Insurance Life Annuity
Chase Citibank, N.A.
Citigroup Global Markets Inc.
Citi Smith Barney
Citibank NA
Citistreet
City National
Comerica Bank
Commerce Bank
Commonwealth Financial Network LPL
Community National Bank
Compass Bank
Compass Brokerage, Inc.
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc.
Credit Suisse Securities
Crowell Weedon & Co.
CUNA Brokerage Services, Inc.
CUSO Financial Services, Inc.
D.A. Davidson & Company
Daily Access Corporation
Davenport & Company LLC
David Lerner & Associates
Deutsche Bank Securities, Inc.
Digital Retirement Solutions
Diversified Investment Advisors
Dorsey & Company Inc.
Dyatech LLC
E*Trade Securities Inc
Edward Jones & Co.
Equitable Life
Equity Services, Inc.
ERISA Administrative Services Inc
Expertplan
Fidelity
Fifth Third Bank
Fifth Third Securities, Inc.
Financial Data Services Inc.
Financial Network Investment Corporation
Financial Planning Association
Financial Services Corporation
First Clearing Corp.
First Command Financial Planning, Inc.
First Financial Equity Corp.
First National Bank
First Southwest Company
Fringe Benefits Administrators Limited
Fringe Benefits Design
Frost Brokerage Services, Inc.
Frost National Bank
FSC Securities Corporation
Fund Services Advisors, Inc.
Gardner Michael Capital, Inc.
GE Capital Life Insurance Company of New York
GE Life & Annuity Company
Genworth
Genworth Financial Securities Corp.
Glenbrook Life and Annuity Company
Goldman, Sachs & Co.
Great West Life
Guaranty Bank & Trust
Guardian
GunnAllen Financial
GWFS Equities, Inc.
Hare and Company
Hartford
H.D. Vest
Hewitt Associates Inc
Hewitt Financial Services
Hightower Securities, LLC
Hilliard Lyons Inc
Hornor, Townsend & Kent, Inc.
Huntington Capital
Huntington National Bank
Huntington Investment Co
ICMA Retirement Corporation
ING
Ingham Group
Insured Retirement Institute
Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investacorp, Inc.
Investment Centers of America, Inc.
Jackson National Life
Janney Montgomery Scott Inc
Jefferson National Life Insurance Company
Jefferson Pilot Securities Corporation
J.M. Lummis Securities
John Hancock
JP Morgan
Kanaly Trust Company
Kaufmann and Goble Associates
Kemper
LaSalle Bank, N.A.
Legend Equities Corp
Legend Clearing Corp
Lincoln Financial
Lincoln Investment Planning
Lincoln National Life Insurance
Liquid Assets
Loop Capital Markets, LLC
LPL Financial Corp.
M & T Securities, Inc.
M M L Investors Services, Inc.
Marshall & Ilsley Trust Co., N.A.
Mass Mutual
Matrix
Mellon Bank N.A.
Mellon Financial
Mellon Financial Markets
Mercer Trust Company
J-13
Merrill Lynch
Metlife
Metropolitan Life
Meyer Financial Group, Inc.
Mid Atlantic Capital Corporation
Milliman Inc
Minnesota Lfe Insurance Co.
MMC Securities Corp
Money Concepts
Morgan Keegan & Company, Inc.
Morgan Stanley
MSCS Financial Services, LLC
Multi-Financial Securities Corporation
Municipal Capital Markets Group, Inc.
Mutual Service Corporation
Mutual Services, Inc.
N F P Securities, Inc.
NatCity Investments, Inc.
National Financial Services Corporation
National Integrity Life Insurance Co
National Planning Corporation
National Planning Holdings
National Retirement Partners Inc.
Nationwide
New York Life
Newport Retirement Services Inc
Next Financial Group, Inc.
NFP Securities Inc.
NRP Financial
Northeast Securities, Inc.
Northwest Plan Services Inc
Northwestern Mutual Investment Services
OFI Private Investments Inc
Ohio National
OneAmerica Financial Partners Inc.
Oppenheimer & Company, Inc.
Oppenheimer Securities
Oppenheimer Trust Company
Pacific Life
Penn Mutual Life
Pen-Cal
Penson Financial Services
Peoples Securities Inc
Pershing LLC
PFS Investments, Inc.
Phoenix Life Insurance Company
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Plan Member
Planco
PNC Bank, N.A.
PNC Capital Markets LLC
PNC Investments, LLC
Primevest Financial Services, Inc.
Princeton Retirement Group, Inc.
Principal Financial
Principal Life Insurance Company
Proequities, Inc.
Prudential
Qualified Benefit Consultants Inc
R B C Dain Rauscher, Inc.
RBC Wealth Management
Randall & Hurley Inc
Raymond James
Reassure America Life Insurance Co
Reliance Trust Company
Retirement Plan Company LLC
Ridge Clearing
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
Riversource (Ameriprise)
RSBCO
RSM McGladrey Inc
S I I Investments, Inc.
Safekeeping/Money Center Clearing
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Scott & Stringfellow, Inc.
Securities America, Inc.
Security Benefit Life
Security Distributors Inc
Security Financial Resources
Securian Financial Services, Inc.
Security Distributors, Inc.
Sentra Securities
Signator Investors, Inc.
Silverton Capital, Corp.
Simmons First Investment Group, Inc.
Smith Barney Inc.
Smith Hayes Financial Services
Southwest Securities
Sovereign Bank
Spelman & Company
State Farm
State Street Bank & Trust Company
Sterne Agee & Leach
Stifel Nicolaus & Company
Summit Brokerage Services, Inc.
Summit Equities, Inc.
SunAmerica Retirement Markets, Inc
SunAmerica Securities, Inc.
SunGard
Sun Life
SunTrust
SunTrust Robinson Humphrey, Inc.
SWS Financial Services, Inc.
Symetra Investment Services Inc.
TD Ameritrade
TIAA-Cref
The (Wilson) William Financial Group
TFS Securities, Inc.
Tradetec Skyline
Transamerica Financial Advisors, Inc.
Transamerica Life
Transamerica Capital Inc.
Transamerica Treasury Curve, LLC
Trautmann Maher and Associates
Treasury Curve
Treasury Strategies
T Rowe Price
Trust Management Network, LLC
U.S. Bancorp
UBS Financial Services Inc.
UMB Financial Services, Inc.
Unified Fund Services Inc
Union Bank
Union Bank of California, N.A.
Union Central
United Planners Financial
USAA Investment Mgmt Co
USB Financial Services, Inc.
US Bank
U.S. Bank, N.A.
UVEST
USI Consulting Group
USI Securities, Inc.
The Vanguard Group
Vanguard Marketing Corp.
V S R Financial Services, Inc.
VALIC Financial Advisors, Inc.
VALIC Retirement Services Company
VLP Corporate Services
Vining Sparks IBG, LP
Wachovia Capital Markets, LLC
Wachovia
Waddell & Reed, Inc.
Wadsworth Investment Co., Inc.
Wall Street Financial Group, Inc.
Waterstone Financial Group, Inc.
Wedbush Morgan Securities Inc
Wells Fargo
Wilmington Trust Company
Woodbury Financial Services, Inc.
Woodstock Financial Group Inc
Zions First National Bank
J-14
Purchases of Class B Shares
New or additional investments in Class B shares are no longer permitted; but investors may pay
a CDSC if they redeem their shares within a specified number of years after purchase. See the
Prospectus for additional information regarding contingent deferred sales charges. Invesco
Distributors may pay sales commissions to dealers and institutions who sell Class B shares of
the Invesco Funds at the time of such sales. Payments are equal to 4.00% of the purchase price,
which generally consist of a sales commission equal to 3.75% plus an advance of the first year
service fee of 0.25%.
Purchases of Class C Shares
Class C shares are sold at net asset value, and are not subject to an initial sales charge.
Investors in Class C shares may pay a CDSC if they redeem their shares within the first year after
purchase (no CDSC applies to Class C shares of Invesco Short Term Bond Fund unless you exchange
shares of another Invesco Fund that are subject to a CDSC into Invesco Short Term Bond Fund). See
the Prospectus for additional information regarding this CDSC. Invesco Distributors may pay sales
commissions to dealers and institutions who sell Class C shares of the Invesco Funds (except for
Class C shares of Invesco Short Term Bond Fund) at the time of such sales. Payments with respect
to Invesco Funds other than Invesco Floating Rate Fund will equal 1.00% of the purchase price and
will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%.
Payments with respect to Invesco Floating Rate Fund will equal 0.75% of the purchase price and
will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%.
These commissions are not paid on sales to investors exempt from the CDSC, including shareholders
of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of
the Invesco Funds on or after May 1, 1995, and in circumstances where Invesco Distributors grants
an exemption on particular transactions.
Purchases of Class H1 Shares
Class H1 shares are sold at net asset value, and are not subject to an initial sales charge or
to a CDSC. Please refer to Invesco Global Markets Strategy Funds Prospectus for more information.
Payments with Regard to Converted Class K Shares
For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger;
or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005,
Invesco Distributors will pay financial intermediaries 0.45% on such Class A shares as follows:
(i) 0.25% from the Class A shares Rule 12b-1 plan fees; and (ii) 0.20% from Invesco Distributors
own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20%
exceeds $2,000 per year.
Purchase and Redemption of Class P Shares
Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net
asset value. Please see Invesco Summit Funds Prospectus for details.
Purchases of Class R Shares
Class R shares are sold at net asset value, and are not subject to an initial sales charge.
For purchases of Class R shares of Category I, II or IV Funds, Invesco Distributors may make the
following payments to dealers of record provided that the applicable dealer of record is able to
establish that the purchase of Class R shares is a new investment or a rollover from a retirement
plan in which an Invesco Fund was offered as an investment option:
J-15
Percent of Cumulative Purchases
0.75% of the first $5 million
plus 0.50% of amounts in excess of $5 million
With regard to any individual purchase of Class R shares, Invesco Distributors may make
payment to the dealer of record based on the cumulative total of purchases made by the same plan
over the life of the plans account(s).
Purchases of Class S Shares
Class S shares are limited to investors who purchase shares with the proceeds received from a
systematic contractual investment plan redemption within the 12-months prior to purchasing Class S
shares, and who purchase through an approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S Shares are not otherwise sold to members of the general
public. An investor purchasing Class S shares will not pay an initial sales charge. The investor
will no longer be eligible to purchase additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment plan combined with the subsequent
Class S share contributions equals the face amount of what would have been the investors
systematic contractual investment plan under the 30-year investment option. The face amount of a
systematic contractual investment plan is the combined total of all scheduled monthly investments
under that plan. For a plan with a scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30-year extended investment option. Class S shares have a 12b-1 fee
of 0.15%.
Purchases of Class Y Shares
Class Y shares are sold at net asset value, and are not subject to an initial sales charge or
to a CDSC. Please refer to the Prospectus for more information.
Purchases of Investor Class Shares
Investor Class shares are sold at net asset value, and are not subject to an initial sales
charge or to a CDSC. Invesco Distributors may pay dealers and institutions an annual service fee
of 0.25% of average daily net assets and such payments will commence immediately. The Investor
Class is closed to new investors.
Purchases of Class R5 and R6 Shares
Class R5 and R6 shares are sold at net asset value, and are not subject to an initial sales
charge or to a CDSC. Please refer to the Class R5 and R6 Prospectus for more information.
Exchanges
Terms and Conditions of Exchanges
.
Normally, shares of an Invesco Fund to be acquired by
exchange are purchased at their net asset value or applicable offering price, as the case may be,
determined on the date that such request is received, but under unusual market conditions such
purchases may be delayed for up to five business days if it is determined that a fund would be
materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a
shareholder is exchanging into a Fund paying daily dividends, and the release of the exchange
proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue
dividends until the sixth business day after the exchange.
J-16
Redemptions
General
.
Shares of the Invesco Funds may be redeemed directly through Invesco Distributors or
through any dealer who has entered into an agreement with Invesco Distributors. In addition to the
Funds obligation to redeem shares, Invesco Distributors may also repurchase shares as an
accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected
Dealer Agreements with Invesco Distributors must phone orders to the order desk of the Funds
at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is
effected at the net asset value per share of the applicable Fund next determined after the
repurchase order is received in good order. Such an arrangement is subject to timely receipt by
Invesco Investment Services, the Funds transfer agent, of all required documents in good order.
If such documents are not received within a reasonable time after the order is placed, the order is
subject to cancellation. While there is no charge imposed by a Fund or by Invesco Distributors
(other than any applicable contingent deferred sales charge) when shares are redeemed or
repurchased, dealers may charge a fair service fee for handling the transaction.
Suspension of Redemptions
.
The right of redemption may be suspended or the date of payment
postponed when (a) trading on the New York Stock Exchange (NYSE) is restricted, as determined by
applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary
weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an
emergency as determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of Fund not reasonably practicable. With respect to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and
Premier U.S. Government Money Portfolio, in the event that the Board of Trustees, including a
majority of Trustees who are not interested persons of the Trust as defined in the 1940 Act,
determines that the extent of the deviation between the Funds amortized cost per share and its
current net asset value per share calculated using available market quotations (or an appropriate
substitute that reflects current market conditions) may result in material dilution or other unfair
results to the Funds investors or existing shareholders, and irrevocably has approved the
liquidation of the Fund, the Board of Trustees has the authority to suspend redemptions of the Fund
shares.
Systematic Redemption Plan.
A Systematic Redemption Plan permits a shareholder of an Invesco
Fund to withdraw on a regular basis at least $50 per withdrawal. At the time the withdrawal plan
is established, the total account value must be $5,000 or more. Under a Systematic Redemption Plan,
all shares are to be held by Invesco Investment Services. To provide funds for payments made under
the Systematic Redemption Plan, Invesco Investment Services redeems sufficient full and fractional
shares at their net asset value in effect at the time of each such redemption.
Payments under a Systematic Redemption Plan constitute taxable events. Because such payments
are funded by the redemption of shares, they may result in a return of capital and in capital gains
or losses, rather than in ordinary income. Also because sales charges are imposed on additional
purchases of Class A shares, it is disadvantageous to affect such purchases while a Systematic
Redemption Plan is in effect.
Each Invesco Fund bears its share of the cost of operating the Systematic Redemption Plan.
Contingent Deferred Sales Charges Imposed upon Redemption of Shares
A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I,
II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class
C shares of Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that
are subject to a CDSC into or Invesco Short Term Bond Fund). (In addition, no CDSC applies to Class
A2 shares.) See the Prospectus for additional information regarding CDSCs.
J-17
Contingent Deferred Sales Charge Exceptions for Large Purchases of Class A Shares
.
An
investor who has made a Large Purchase of Class A shares of a Category I, II or IV Fund, will not
be subject to a CDSC upon the redemption of those shares in the following situations:
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Redemptions of shares of Category I, II or IV Funds held more than 18 months;
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Redemptions of shares held by retirement plans, maintained pursuant to Sections 403
(only if the employer or plan sponsor is a tax-exempt organization operated pursuant to
Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has
remained invested in Class A shares of a Fund for at least 12 months, or (ii) the
redemption is not a complete redemption of shares held by the plan;
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Redemptions of shares by the investor where the investors dealer waives the amounts
otherwise payable to it by the distributor and notifies the distributor prior to the
time of investment;
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Minimum required distributions made in connection with an IRA, money purchase plan,
profit sharing plan, Solo 401(k) or custodial account under Section 403(b) of the Code
or other retirement plan following attainment of age 70
1
/
2
, or older, and only with
respect to that portion of such distribution that does not exceed 12% annually of the
participants beneficiary account value in a particular Fund;
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Redemptions following the death or post-purchase disability of (i) any registered
shareholders on an account or (ii) a settlor of a living trust, of shares held in the
account at the time of death or initial determination of post-purchase disability,
provided that shares have not been commingled with shares that are subject to CDSC; and
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Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to an
annual amount of 12% of the account value on a per fund basis provided the investor
reinvests his dividends. At the time the withdrawal plan is established, the total
account value must be $5,000 or more.
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Contingent Deferred Sales Charge Exceptions for Class B and C Shares
.
CDSCs will not apply to
the following redemptions of Class B or Class C shares, as applicable:
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Additional purchases of Class C shares of Invesco International Core Equity Fund and
Invesco Real Estate Fund by shareholders of record on April 30, 1995, of AIM
International Value Fund, predecessor to Invesco International Core Equity Fund, and
Invesco Real Estate Fund, except that shareholders whose broker-dealers maintain a
single omnibus account with Invesco Investment Services on behalf of those
shareholders, perform sub-accounting functions with respect to those shareholders, and
are unable to segregate shareholders of record prior to April 30, 1995, from
shareholders whose accounts were opened after that date will be subject to a CDSC on
all purchases made after March 1, 1996;
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Redemptions following the death or post-purchase disability of (1) any registered
shareholders on an account or (2) a settlor of a living trust, of shares held in the
account at the time of death or initial determination of post-purchase disability,
provided that shares have not been commingled with shares that are subject to CDSC;
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Certain distributions from individual retirement accounts, Section 403(b) retirement
plans, Section 457 deferred compensation plans and Section 401 qualified plans, where
redemptions result from (i) required minimum distributions to plan participants or
beneficiaries who are age 70
1
/
2
or older, and only with respect to that portion of such
distributions that does not exceed 12% annually of the participants or beneficiarys
account value in a particular Fund; (ii) in kind transfers of assets where the
participant or beneficiary notifies the distributor of the transfer no later than the
time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another
plan of the type described above invested in Class B or Class C shares of one or more
of the Funds; (iv) tax-free returns of excess contributions or returns of excess
deferral amounts; and (v) distributions on the death or disability (as defined in the
Code) of the participant or beneficiary;
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J-18
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Amounts from a monthly or quarterly Systematic Redemption Plan of up to an annual
amount of 12% of the account value on a per fund basis provided the investor reinvests
his dividends. At the time the withdrawal plan is established, the total account value
must be $5,000 or more;
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Liquidation initiated by the Fund when the account value falls below the minimum
required account size of $500; and
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Investment account(s) of Invesco and its affiliates.
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CDSCs will not apply to the following redemptions of Class C shares:
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A total or partial redemption of shares where the investors dealer of record
notifies the distributor prior to the time of investment that the dealer would waive
the upfront payment otherwise payable to him;
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Redemption of shares held by retirement plans, maintained pursuant to Sections 403
(only if the employer or plan sponsor is a tax-exempt organization operated pursuant to
Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has
remained invested in Class C shares of a Fund for at least 12 months, or (ii) the
redemption is not a complete redemption of all Class C shares held by the plan; and
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Redemptions of Class C shares of a Fund other than Invesco Short Term Bond Fund if
you received such Class C shares by exchanging Class C shares of Invesco Short Term
Bond Fund.
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General Information Regarding Purchases, Exchanges and Redemptions
Good Order.
Purchase, exchange and redemption orders must be received in good order in
accordance with Invesco Investment Services policy and procedures and U.S. regulations. Invesco
Investment Services reserves the right to refuse transactions. Transactions not in good order will
not be processed and once brought into good order, will receive the current price. To be in good
order, an investor or financial intermediary must supply Invesco Investment Services with all
required information and documentation, including signature guarantees when required. In addition,
if a purchase of shares is made by check, the check must be received in good order. This means
that the check must be properly completed and signed, and legible to Invesco Investment Services in
its sole discretion. If a check used to purchase shares does not clear, or if any investment order
must be canceled due to nonpayment, the investor will be responsible for any resulting loss.
Authorized Agents.
Invesco Investment Services and Invesco Distributors may authorize agents
to accept purchase and redemption orders that are in good order on behalf of the Invesco Funds. In
certain cases, these authorized agents are authorized to designate other intermediaries to accept
purchase and redemption orders on a Funds behalf. The Fund will be deemed to have received the
purchase or redemption order when the Funds authorized agent or its designee accepts the order.
The order will be priced at the net asset value next determined after the order is accepted by the
Funds authorized agent or its designee.
Signature Guarantees
.
In addition to those circumstances listed in the Shareholder
Information section of each Funds prospectus, signature guarantees are required in the following
situations: (1) requests to transfer the registration of shares to another owner; (2) telephone
exchange and telephone redemption authorization forms; (3) changes in previously designated wiring
or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in
certificate form previously reported to Invesco as lost, whether or not the redemption amount is
under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem
accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a
bank other than the address or bank of record. Invesco Funds may waive or modify any signature
guarantee requirements at any time.
Acceptable guarantors include banks, broker-dealers, credit unions, national securities
exchanges, savings associations and any other organization, provided that such institution or
organization qualifies as an eligible guarantor institution as that term is defined in rules
adopted by the SEC, and further provided that such guarantor institution is listed in one of the
reference guides contained in Invesco Investment Services current Signature Guarantee Standards
and Procedures, such as certain
J-19
domestic banks, credit unions, securities dealers, or securities
exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee.
Invesco Investment Services will also accept signatures with either: (1) a signature guaranteed
with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp
of the NYSE Medallion Signature Program, provided that in either event, the amount of the total
transaction involved does not exceed the surety coverage amount indicated on the medallion. For
information regarding whether a particular institution or organization qualifies as an eligible
guarantor institution and to determine how to fulfill a signature guarantee requirement, an
investor should contact the Client Services Department of Invesco Investment Services.
Transactions by Telephone
.
By signing an account application form, an investor agrees that
Invesco Investment Services may surrender for redemption any and all shares held by Invesco
Investment Services in the designated account(s), or in any other account with any of the Invesco
Funds, present or future, which has the identical registration as the designated account(s).
Invesco Investment Services and Invesco Distributors are thereby authorized and directed to accept
and act upon any telephone redemptions of shares held in any of the account(s) listed, from any
person who requests the redemption proceeds to be applied to purchase shares in any one or more of
the Invesco Funds, provided that such Fund is available for sale and provided that the
registration and mailing address of the shares to be purchased are identical to the registration of
the shares being redeemed. An investor acknowledges by signing the form that he understands and
agrees that Invesco Investment Services and Invesco Distributors may not be liable for any loss,
expense or cost arising out of any telephone exchange requests effected in accordance with the
authorization set forth in these instructions if they reasonably believe such request to be
genuine. Procedures for verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the shareholders Social
Security Number and current address, and mailings of confirmations promptly after the transactions.
Invesco Investment Services reserves the right to modify or terminate the telephone exchange
privilege at any time without notice. An investor may elect not to have this privilege by marking
the appropriate box on the application. Then any exchanges must be effected in writing by the
investor.
Internet Transactions
.
An investor may effect transactions in his account through the
internet by establishing a Personal Identification Number (PIN). By establishing a PIN the
investor acknowledges and agrees that neither Invesco Investment Services nor Invesco Distributors
will be liable for any loss, expense or cost arising out of any internet transaction effected by
them in accordance with any instructions submitted by a user who transmits the PIN as
authentication of his or her identity. Procedures for verification of internet transactions
include requests for confirmation of the shareholders personal identification number and mailing
of confirmations promptly after the transactions. The investor also acknowledges that the ability
to effect internet transactions may be terminated at any time by the Invesco Funds. Policies for
processing transactions via the Internet may differ from policies for transactions via telephone
due to system settings.
Abandoned Property.
It is the responsibility of the investor to ensure that Invesco
Investment Services maintains a correct address for his account(s). An incorrect address may cause
an investors account statements and other mailings to be returned to Invesco Investment Services.
Upon receiving returned mail, Invesco Investment Services will attempt to locate the investor or
rightful owner of the account. If Invesco Investment Services is unable to locate the investor,
then it will determine whether the investors account has legally been abandoned. Invesco
Investment Services is legally obligated to escheat (or transfer) abandoned property to the
appropriate states unclaimed property administrator in accordance with statutory requirements.
The investors last known address of record determines which state has jurisdiction.
Retirement Plans Sponsored by Invesco Distributors.
Invesco Distributors acts as the
prototype sponsor for certain types of retirement plan documents. These plan documents are
generally available to anyone wishing to invest plan assets in the Funds. These documents are
provided subject to terms, conditions and fees that vary by plan type. Contact your financial
adviser or other intermediary for details.
J-20
Miscellaneous Fees.
In certain circumstances, the intermediary maintaining the
shareholder account through which your Fund shares are held may assess various fees related to the
maintenance of that account, such as:
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an annual custodial fee on accounts where Invesco Distributors acts as the prototype
sponsor;
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expedited mailing fees in response to overnight redemption requests; and
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copying and mailing charges in response to requests for duplicate statements.
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Please consult with your intermediary for further details concerning any applicable fees.
Class R5 and R6 Shares
Before the initial purchase of shares, an investor must submit a completed account application
to his financial intermediary, who should forward the application to Invesco Investment Services,
Inc. at P.O. Box 219078, Kansas City, Missouri 64121-9078. An investor may change information in
his account application by submitting written changes or a new account application to his
intermediary or to Invesco Investment Services.
Purchase and redemption orders must be received in good order. To be in good order, the
financial intermediary must give Invesco Investment Services all required information and
documentation with respect to the investor. If the intermediary fails to deliver the investors
payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft
charges incurred.
A financial intermediary may submit a written request to Invesco Investment Services for
correction of transactions involving Fund shares. If Invesco Investment Services agrees to correct
a transaction, and the correction requires a dividend adjustment, the intermediary must agree in
writing to reimburse the Fund for any resulting loss.
An investor may terminate his relationship with an intermediary and become the shareholder of
record on his account. However, until the investor establishes a relationship with an
intermediary, the investor will not be able to purchase additional shares of the Fund, except
through the reinvestment of distributions.
Generally payment for redeemed shares is made by Federal Reserve wire to the account
designated in the investors account application. By providing written notice to his financial
intermediary or to Invesco Investments Services, an investor may change the account designated to
receive redemption proceeds. Invesco Investment Services may request additional documentation.
Invesco Investment Services may request that an intermediary maintain separate master accounts
in the Fund for shares held by the intermediary (a) for its own account, for the account of other
institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts
for which the intermediary acts in some other capacity.
Offering Price
The offering price per share of the Funds is $1.00. There can be no assurance that a Fund
will be able to maintain a stable net asset value of $1.00 per share.
The Board has established procedures,
in accordance with Rule 2a-7 under the 1940 Act,
designed to stabilize each Funds net asset value per share at $1.00, to the extent reasonably
possible.
Such procedures include review of portfolio holdings by the Trustees at such
intervals as they may deem appropriate.
The reviews are used to determine whether net asset
value, calculated by using available market quotations, deviates from $1.00 per share and, if so,
whether such deviation may result in material dilution or is
J-21
otherwise unfair to investors or
existing shareholders. In the event the trustees determine that a material deviation exists, they
intend to take such corrective action as they deem necessary and appropriate. Such actions may
include selling portfolio securities prior to maturity in order to realize capital gains or losses
or to shorten average portfolio maturity, withholding dividends, redeeming shares in kind, or
establishing a net asset value per share by using available market quotations. When available,
market quotations are used to establish net asset value, the net asset value could possibly be more
or less than $1.00 per share. The Funds intend to comply with any amendments made to Rule 2a-7
promulgated under the 1940 Act which may require corresponding changes in the Funds procedures
which are designed to stabilize each Funds price per share at $1.00.
Under the amortized cost method, each investment is valued at its cost and thereafter any
discount or premium is amortized on a constant basis to maturity. Although this method provides
certainty of valuation, it may result in periods in which the amortized cost value of a Funds
investments is higher or lower than the price that would be received if the investments were sold.
Calculation of Net Asset Value
A security listed or traded on an exchange (excluding convertible bonds) held by an Invesco
Fund is valued at its last sales price or official closing price on the exchange where the security
is principally traded or, lacking any sales or official closing price on a particular day, the
security may be valued at the closing bid price on that day. Each equity security traded in the
over-the-counter market is valued on the basis of prices furnished by independent pricing services
vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are
fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes
provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and
may reflect appropriate factors such as institution-size trading in similar groups of securities,
developments related to special securities, dividend rate, yield, quality, coupon rate, maturity,
type of issue, individual trading characteristics and other market data. Securities for which
market prices are not provided by any of the above methods may be valued based upon quotes
furnished by independent sources and are valued at the last bid price in the case of equity
securities and Corporate Loans and in the case of debt obligations (excluding Corporate Loans), the
mean between the last bid and ask prices. Senior secured floating rate loans and senior secured
floating rate debt securities are fair valued using an evaluated quote provided by an independent
pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors
such as ratings, tranche type, industry, company performance, spread, individual trading
characteristics, institution-size trading in similar groups of securities and other market data.
Investments in open-end and closed-end registered investment companies that do not trade on an
exchange are valued at the end of day net asset value per share.
Short-term investments (including commercial paper) are valued at amortized cost when the
security has 60 days or less to maturity.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments
is substantially completed each day prior to the close of the customary trading session of the
NYSE. The values of such securities used in computing the net asset value of an Invesco Funds
shares are determined at such times. Occasionally, events affecting the values of such securities
may occur between the times at which such values are determined and the close of the customary
trading session of the NYSE. If Invesco believes a development/event has actually caused a closing
price to no longer reflect current market value, the closing price may be adjusted to reflect the
fair value of the affected security as of the close of the NYSE as determined in good faith using
procedures approved by the Board.
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close
of the NYSE. If market quotations are available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market quotations. Because trading hours for
certain foreign securities end before the close of the NYSE, closing market quotations may become
unreliable. If between the time
J-22
trading ends on a particular security and the close of the
customary trading session on the NYSE, events occur that are significant and may make the closing
price unreliable, the Invesco Fund may fair value the security. If an issuer specific event has
occurred that Invesco determines, in its judgment, is likely to have affected the closing price of
a foreign security, it will price the security at fair value in good faith using procedures
approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a
screening process from a pricing vendor to indicate the degree of certainty, based on historical
data, that the closing price in the principal market where a foreign security trades is not the
current market value as of the close of the NYSE. For foreign securities where Invesco believes,
at the approved degree of certainty, that the price is not reflective of current market value,
Invesco will use the indication of fair value from the pricing vendor to determine the fair value
of the security. The pricing vendor, pricing methodology or degree of certainty may change from
time to time. Multiple factors may be considered by the pricing vendor in determining adjustments
to reflect fair value and may include information relating to sector indices, ADRs, domestic and
foreign index futures, and exchange-traded funds.
Invesco Fund securities primarily traded in foreign markets may be traded in such markets on
days that are not business days of the Invesco Fund. Because the net asset value per share of each
Invesco Fund is determined only on business days of the Invesco Fund, the value of the portfolio
securities of an Invesco Fund that invests in foreign securities may change on days when an
investor cannot exchange or redeem shares of the Invesco Fund.
Securities for which market quotations are not available or are unreliable are valued at fair
value as determined in good faith by or under the supervision of the Trusts officers in accordance
with procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask
quotes of brokers and information providers and other market data may be reviewed in the course of
making a good faith determination of a securitys fair value.
Redemptions in Kind
Although the Invesco Funds generally intend to pay redemption proceeds solely in cash, the
Invesco Funds reserve the right to determine, in their sole discretion, whether to satisfy
redemption requests by making payment in securities or other property (known as a redemption in
kind). For instance, an Invesco Fund may make a redemption in kind if a cash redemption would
disrupt its operations or performance. Securities that will be delivered as payment in redemptions
in kind will be valued using the same methodologies that the Invesco Fund typically utilizes in
valuing such securities. Shareholders receiving such securities are likely to incur transaction
and brokerage costs on their subsequent sales of such securities, and the securities may increase
or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds
made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election) and therefore, the
Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to such
Invesco Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1%
of that Invesco Funds net assets in any 90-day period. The Rule 18f-1 Election is irrevocable
while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such
Rule 18f-1 Election.
Backup Withholding
Accounts submitted without a correct, certified taxpayer identification number (TIN) or,
alternatively, a correctly completed and currently effective IRS Form W-8 (for non-resident aliens)
or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information
generally will be subject to backup withholding.
Each Invesco Fund, and other payers, generally must withhold 28% of reportable dividends
(whether paid in cash or reinvested in additional Invesco Fund shares), including exempt-interest
dividends, in the case of any shareholder who fails to provide the Invesco Funds with a TIN and a
certification that he is not subject to backup withholding. This rate will expire and the backup
withholding tax rate will be 31% for amounts paid on or after January 1, 2013, unless the 28% rate
is extended, possibly retroactively to January 1, 2013, or made permanent.
J-23
An investor is subject to backup withholding if:
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1.
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the investor fails to furnish a correct TIN to the Invesco Fund;
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2.
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the IRS notifies the Invesco Fund that the investor furnished an incorrect TIN;
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3.
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the investor or the Invesco Fund is notified by the IRS that the investor is
subject to backup withholding because the investor failed to report all of the interest
and dividends on such investors tax return (for reportable interest and dividends
only);
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4.
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the investor fails to certify to the Invesco Fund that the investor is not
subject to backup withholding under (3) above (for reportable interest and dividend
accounts opened after 1983 only); or
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5.
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the investor does not certify his TIN. This applies only to non-exempt mutual
fund accounts opened after 1983.
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Interest and dividend payments are subject to backup withholding in all five situations
discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5)
above applies.
Certain payees and payments are exempt from backup withholding and information reporting.
Invesco or Invesco Investment Services will not provide Form 1099 to those payees.
Investors should contact the IRS if they have any questions concerning withholding.
IRS Penalties
Investors who do not supply the Invesco Funds with a correct TIN will be
subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not
willful neglect. If an investor falsifies information on this form or makes any other false
statement resulting in no backup withholding on an account which should be subject to backup
withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain
criminal penalties including fines and/or imprisonment.
Nonresident Aliens
Nonresident alien individuals and foreign entities with a valid Form W-8
are not subject to the backup withholding previously discussed. The Form W-8 generally remains in
effect for a period starting on the date the Form is signed and ending on the last day of the third
succeeding calendar year. Such shareholders may, however, be subject to federal income tax
withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable
treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a
withholding exemption. Nonresident alien individuals and some foreign entities failing to provide
a valid Form W-8 may be subject to backup withholding and Form 1099 reporting.
J-24
PART C
OTHER INFORMATION
Item 28.
Exhibits
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a (1)
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(a) Amended and Restated Agreement and Declaration of Trust of Registrant dated
September 14, 2005.
(10)
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(b) Amendment No. 1, dated May 24, 2006, to Amended and Restated Agreement and
Declaration of Trust of Registrant, adopted effective September 14,
2005.
(12)
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(c) Amendment No. 2, dated July 5, 2006, to Amended and Restated Agreement and
Declaration of Trust of Registrant, adopted effective September 14,
2005.
(12)
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(d) Amendment No. 3, dated May 1, 2008, to Amended and Restated Agreement and
Declaration of Trust of Registrant, adopted effective
September 14, 2005.
(16)
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(e) Amendment No. 4, dated April 30, 2010, to Amended and Restated Agreement and
Declaration of Trust of Registrant, adopted effective
September 14, 2005.
(18)
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(f) Amendment No. 5, dated June 15, 2010, to Amended and Restated Agreement and
Declaration of Trust of Registrant, adopted effective
September 14, 2005.
(18)
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(g) Amendment No. 6, dated April 1, 2011, to Amended and Restated Agreement and
Declaration of Trust of Registrant, adopted effective
September 14, 2005.
(20)
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b (1)
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(a) Amended and Restated Bylaws of Registrant adopted effective
September 14, 2005.
(10)
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(b) Amendment No. 1, dated August 1, 2006, to Amended and Restated Bylaws of
Registrant.
(12)
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(c) Amendment No. 2, dated March 23, 2007, to Amended and Restated Bylaws of
Registrant.
(14)
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(d) Amendment No. 3, dated January 1, 2008, to Amended and Restated Bylaws of
Registrant.
(15)
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(e) Amendment No. 4, dated April 30, 2010, to Amended and Restated Bylaws of
Registrant.
(18)
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c
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Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and
Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and
Restated Bylaws, as amended, define rights of holders of shares.
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d (1)
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(a) Master Investment Advisory Agreement, dated November 25, 2003, between
Registrant and A I M Advisors, Inc. with respect to INVESCO Treasurers Money
Market Reserve Fund and INVESCO Treasurers Tax-Exempt Reserve Fund.
(7)
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(b) Amendment No. 1, dated October 15, 2004, to the Master Investment Advisory
Agreement between Registrant and A I M Advisors, Inc. with respect to INVESCO
Treasurers Money Market Reserve Fund and INVESCO Treasurers Tax-Exempt Reserve
Fund.
(7)
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(c) Amendment No. 2, dated February 25, 2005, to the Master Investment Advisory
Agreement between Registrant and A I M Advisors, Inc. with respect to Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio.
(10)
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C-1
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(d) Amendment No. 3, dated January 1, 2010, to the Master Investment Advisory
Agreement between Registrant and Invesco Advisers, Inc. with respect to Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio.
(18)
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(e) Amendment No. 4, dated April 30, 2010, to the Master Investment Advisory
Agreement between Registrant and Invesco Advisers, Inc. with respect to Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio.
(18)
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(2)
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(a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008,
between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco
Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset
Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset
Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.),
Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management Inc.
(16)
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(b) Amendment No. 1, dated January 1, 2010, Master Intergroup Sub-Advisory Contract
for Mutual Funds, dated May 1, 2008, between Invesco Aim Advisors, Inc., on behalf
of Registrant, and each of Invesco Trimark Ltd., Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management
(Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.),
Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco
Senior Secured Management, Inc.
(18)
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(c) Amendment No. 2, dated April 30, 2010, Master Intergroup Sub-Advisory Contract
for Mutual Funds, dated May 1, 2008, between Invesco Advisers, Inc., on behalf of
Registrant, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland
GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited,
Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured
Management, Inc.
(18)
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e (1)
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Underwriting Agreement, dated December 7, 2007, between Registrant and A I M
Distributors, Inc., with respect to Institutional Class Shares of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio.
(14)
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(2)
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(a) First Restated Master Distribution Agreement, dated August 18, 2003, as
subsequently amended and as restated September 20, 2006, by and between Registrant
(all classes of shares except Class B shares) and AIM Distributors.
(12)
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(b) Amendment No. 1, dated December 8, 2006, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(14)
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(c) Amendment No. 2, dated January 31, 2007, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(14)
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(d) Amendment No. 3, dated February 28, 2007, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(14)
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(e) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution
Agreement (all classes of shares except Class B shares).
(14)
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(f) Amendment No. 5, dated April 23, 2007, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(14)
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(g) Amendment No. 6, dated September 28, 2007, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(14)
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C-2
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(h) Amendment No. 7, dated December 20, 2007, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(15)
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(i) Amendment No. 8, dated April 28, 2008, to the First Restated Master
Distribution Agreement (all classes of shares except Class B shares).
(16)
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(j) Amendment No. 9, dated April 30, 2008, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(16)
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(k) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution
Agreement (all classes of shares except Class B shares).
(16)
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(l) Amendment No. 11, dated July 24, 2008, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(16)
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(m) Amendment No. 12, dated October 3, 2008, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(16)
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(n) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution
Agreement (all classes of shares except Class B shares).
(17)
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(o) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution
Agreement (all classes of shares except Class B shares).
(17)
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(p) Amendment No. 15, dated July 14, 2009, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(17)
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(q) Amendment No. 16, dated September 24, 2009, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(17)
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(r) Amendment No. 17, dated November 4, 2009, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(18)
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(s) Amendment No. 18, dated February 1, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B
shares).
(18)
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(t) Amendment No. 19, dated February 12, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(18)
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(u) Amendment No. 20, dated February 12, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(18)
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(v) Amendment No. 21, dated April 30, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(18)
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(w) Amendment No. 22, dated June 14, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(18)
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(x) Amendment No. 23, dated October 29, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(19)
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(y) Amendment No. 24, dated November 29, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(19)
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(z) Amendment No. 25, dated December 22, 2010, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(19)
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(aa) Amendment No. 26, dated May 23, 2011, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(20)
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C-3
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(bb) Amendment No. 27, dated May 31, 2011, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(20)
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(cc) Amendment No. 28, dated June 6, 2011, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(20)
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(dd) Amendment No. 29, dated December 14, 2011, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(20)
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(ee) Amendment No. 30, dated December 19, 2011, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(21)
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(ff) Amendment No. 31, dated December 27, 2011, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(21)
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(gg) Amendment No. 32, dated July 30, 2012, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class B5
shares).
(21)
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(hh) Amendment No. 33, dated September 24, 2012, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class BX
shares).
(21)
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(ii) Amendment No. 34, dated September 25, 2012, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class BX
shares).
(21)
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(jj) Amendment No. 35, dated December 7, 2012, to the First Restated Master
Distribution Agreement (all classes of shares except Class B and Class BX
shares).
(21)
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(3)
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Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and
selected dealers.
(17)
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(4)
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Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and
banks.
(17)
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f (1)
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Form of Invesco Funds Retirement Plan for Eligible Directors/Trustees, as approved
by the Board of Directors/Trustees on December 31, 2011.
(21)
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(2)
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Form of Invesco Funds Trustee Deferred Compensation Agreement for Registrants
Non-Affiliated Directors, as approved by the Board of Directors/Trustees on
December 31, 2010.
(20)
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g (1)
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(a) Custody Agreement between Registrant and The Bank of New York, dated
December 8, 2003.
(7)
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(b) Amendment No. 1, dated May 31, 2005, to the Custody Agreement between
Registrant and The Bank of New York, dated December 8, 2003.
(12)
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(2)
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Agreement among JPMorgan Chase Bank, N.A., The Bank of New York, A I M Investment
Services, Inc. and Registrant, dated June 20, 2005.
(11)
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h (1)
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(a) Amended and Restated Transfer Agency Agreement, dated February 25, 2005,
between Registrant and AIM Investment Services, Inc. with respect to Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio.
(7)
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(b) Amendment No. 1, dated July 1, 2005, to the Amended and Restated Transfer
Agency Agreement between Registrant and AIM Investment Services,
Inc.
(11)
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C-4
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(2)
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(a) Second Amended and Restated Master Administrative Services Agreement, dated
July 1, 2006, between Registrant and A I M Advisors, Inc.
(12)
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(b) Amendment No. 1, dated January 1, 2010, to the Second Amended and Restated
Master Administrative Services Agreement between Registrant and Invesco Advisers,
Inc.
(18)
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(c) Amendment No. 2, dated, April 30, 2010, to the Second Amended and Restated
Master Administrative Services Agreement between Registrant and Invesco Advisers,
Inc.
(18)
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(d) Amendment No. 3, dated July 1, 2012, to the Second Amended and Restated Master
Administrative Services Agreement between Registrant and Invesco Advisers,
Inc.
(21)
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(3)
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Sixth Amended and Restated Memorandum of Agreement, regarding securities lending,
dated November 29, 2010, between Registrant, on behalf of all Funds, and Invesco
Advisers, Inc.
(20)
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(4)
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Memorandum of Agreement, regarding fee waivers, dated December 5, 2012, between
Registrant, on behalf of Premier Portfolio and Premier U.S. Government Money
Portfolio and Invesco Advisers, Inc.
(21)
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(5)
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Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005,
between Registrant and A I M Advisors, Inc.
(13)
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i
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Legal Opinion None.
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j (1)
|
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Consent of Stradley Ronon Stevens & Young, LLP.
(21)
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(2)
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Consent of PricewaterhouseCoopers LLP.
(21)
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k
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Financial Statements for the period ended August 31, 2012 are incorporated by
reference to the Funds annual reports to shareholders contained in the
Registrants Form N-CSR on November 8, 2012.
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l
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Not applicable.
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m
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Not applicable.
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n (1)
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Nineteenth Amended and Restated Multiple Class Plan of The Invesco Funds effective
December 12, 2001, as amended and restated effective July 16, 2012.
(21
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o
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Reserved.
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p (1)
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Invesco Advisers, Inc. Code of Ethics, adopted January 1, 2011, relating to Invesco
Advisers, Inc. and any of its subsidiaries.
(20)
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(2)
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Invesco Asset Management Limited Code of Ethics, dated 2011, relating to Invesco
UK.
(21)
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(3)
|
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Invesco Ltd. Code of Conduct, dated October 2011, relating to Invesco Asset
Management (Japan) Limited Code of Ethics.
(21)
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(4)
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Invesco Staff Ethics and Personal Share Dealing, dated January 2012, relating to
Invesco Hong Kong Limited.
(21)
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C-5
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(5)
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Invesco Ltd. Code of Conduct, revised October 2011, relating to Invesco Canada
Ltd.; Policy No. D-6 Gifts and Entertainment, revised November 2011, and Policy No.
D-7 Invesco Canada Personal Trading Policy, revised November 2010, together the
Code of Ethics relating to Invesco Canada Ltd.
(21)
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(6)
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Invesco Asset Management Deutschland (GmbH) Code of Ethics dated 2011 relating to
Invesco Continental Europe.
(20)
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(7)
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Invesco Ltd. Code of Conduct, revised October 2011, relating to Invesco Australia
Limited.
(21)
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(8)
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Invesco Senior Secured Management Code of Ethics.
(20)
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q
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Powers of Attorney for Arch, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields,
Flanagan, Frischling, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor and
Whalen.
(19)
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(1)
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Incorporated by reference to PEA No. 31 to the registration statement filed on August 28, 2003.
|
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(2)
|
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Incorporated by reference to PEA No. 30 to the registration statement filed on August 27, 2003. (Identical
except for the name of the Registrant (AIM Treasurers Series Trust) and the date.)
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(3)
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Incorporated by reference to PEA No. 47 to the Registration Statement of INVESCO Money Market Funds, Inc. filed
on August 12, 2003. (Identical except for the name of the Registrant (AIM Treasurers Series Trust) and the
date.)
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(4)
|
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Incorporated by reference to the Registration Statements on Form N-14 of AIM Investment Securities Funds and
AIM Tax-Exempt Funds filed on August 13, 2003.
|
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(5)
|
|
Incorporated by reference to PEA No. 77 to the Registration Statement of AIM Equity Funds filed on July 7, 2003.
|
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(6)
|
|
Incorporated by reference to PEA No. 32 to the Registration Statement filed on October 30, 2003.
|
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(7)
|
|
Incorporated by reference to PEA No. 34 to the Registration Statement filed on December 2, 2004.
|
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(8)
|
|
Incorporated by reference to PEA No. 35 to the Registration Statement filed on December 23, 2004.
|
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(9)
|
|
Incorporated by reference to PEA No. 36 to the Registration Statement filed on December 23, 2004.
|
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(10)
|
|
Incorporated by reference to PEA No. 37 to the Registration Statement filed on October 19, 2005.
|
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(11)
|
|
Incorporated by reference to PEA No. 38 to the Registration Statement filed on December 19, 2005.
|
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(12)
|
|
Incorporated by reference to PEA No. 39 to the Registration Statement filed on October 13, 2006.
|
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(13)
|
|
Incorporated by reference to PEA No. 40 to the Registration Statement filed on December 14, 2006.
|
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(14)
|
|
Incorporated by reference to PEA No. 41 to the Registration Statement filed on December 18, 2007.
|
|
(15)
|
|
Incorporated by reference to PEA No. 42 to the Registration Statement filed on February 15, 2008.
|
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(16)
|
|
Incorporated by reference to PEA No. 43 to the Registration Statement filed on February 17, 2008.
|
|
(17)
|
|
Incorporated by reference to PEA No. 44 to the Registration Statement filed on December 3, 2009.
|
|
(18)
|
|
Incorporated by reference to PEA No. 45 to the Registration Statement filed on October 15, 2010.
|
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(19)
|
|
Incorporated by reference to PEA No. 47 to the Registration Statement filed on December 21, 2010.
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|
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(20)
|
|
Incorporated by reference to PEA No. 48 to the Registration Statement filed on December 14, 2011.
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|
(21)
|
|
Filed herewith electronically.
|
Item 29.
Persons Controlled by or Under Common Control With the Fund
No person is presently controlled by or under common control with the Trust.
C-6
Item 30.
Indemnification
Indemnification provisions for officers, trustees, and employees of the Registrant are set
forth in Article VIII of the Registrants Amended and Restated Agreement and Declaration of Trust
and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See
Item 23(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust
effective as of September 14, 2005, as amended, (i) Trustees or officers, when acting in such
capacity, shall not be personally liable for any act, omission or obligation of the Registrant or
any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every
Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent
permitted under the Delaware Statutory Trust act, the Registrants Bylaws and other applicable law;
(iii) in case any shareholder or former shareholder of the Registrant shall be held to be
personally liable solely by reason of his being or having been a shareholder of the Registrant or
any portfolio or class and not because of his acts or omissions or for some other reason, the
shareholder or former shareholder (or his heirs, executors, administrators or other legal
representatives, or, in the case of a corporation or other entity, its corporate or general
successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable
to the applicable class), to be held harmless from and indemnified against all loss and expense
arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on
behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the
defense of any such claim made against the shareholder for any act or obligation of that portfolio
(or class).
The Registrant and other investment companies and their respective officers and trustees are
insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual
Insurance Company and certain other domestic insurers with limits up to $80,000,000 (plus an
additional $20,000,000 limit that applies to independent directors/trustees only).
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco
Advisers, Inc. (Invesco Advisers) provides that in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or
any of its officers, directors or employees, that Invesco Advisers shall not be subject to
liability to the Registrant or to any series of the Registrant, or to any shareholder of any series
of the Registrant for any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
Any liability of Invesco Advisers to any series of the Registrant shall not automatically impart
liability on the part of Invesco Advisers to any other series of the Registrant. No series of the
Registrant shall be liable for the obligations of any other series of the Registrant.
Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory
Contract) between Invesco on behalf of Registrant, and each of Invesco Asset Management Deutschland
GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia
Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd.
(each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be
liable for any costs or liabilities arising from any error of judgment or mistake of law or any
loss suffered by any series of the Registrant or the Registrant in connection with the matters to
which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its
duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the
Sub-Advisory Contract.
C-7
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act)
may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in connection with the successful defense of any
action suit or proceeding) is asserted by such trustee, officer or controlling person in connection
with the shares being registered, such indemnification by it is against public policy, as expressed
in the Act and will be governed by final adjudication of such issue.
Item 31.
Business and Other Connections of Investment Advisor
The only employment of a substantial nature of Invescos directors and officers is with
Invesco and its affiliated companies. For information as to the business, profession, vocation or
employment of a substantial nature of each of the officers and directors of Invesco Asset
Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan)
Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management,
Inc. and Invesco Canada Ltd. (each a Sub-Adviser, collectively the Sub-Advisers) reference is made
to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated
by reference. Reference is also made to the caption Fund Management The Adviser in the
Prospectus, which comprises Part A of the Registration Statement, and to the caption Management of
the Trust of the Statement of Additional Information which comprises Part B of the Registration
Statement, and to Item 27(b) of this Part C.
Item 32.
Principal Underwriters
(a)
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Invesco Distributors, Inc., the Registrants principal underwriter, also acts as principal
underwriter to the following investment companies:
|
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM 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 Fund (Invesco Tax-Exempt Funds)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Senior Loan Fund (formerly known as Invesco Van Kampen Senior Loan Fund)
PowerShares Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust II
PowerShares India Exchange- Traded Fund Trust
Short-Term Investments Trust
C-8
(b)
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The following table sets forth information with respect to each director, officer or partner of
Invesco Distributors, Inc.
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Name and Principal
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Position and Offices with
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Positions and Offices
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Business Address*
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Invesco Distributors, Inc.
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with Registrant
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Robert C. Brooks
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Director
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None
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Peter S. Gallagher
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Director & President
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Assistant Vice President
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Andrew Schlossberg
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Director
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Assistant Vice President
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Eric P. Johnson
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Executive Vice President
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None
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Karen Dunn Kelley
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Executive Vice President
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Vice President
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Gursh Kundan
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Executive Vice President
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None
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Brian Lee
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Executive Vice President
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None
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Ben Utt
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Executive Vice President
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None
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Eliot Honaker
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Senior Vice President
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None
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LuAnn S. Katz
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Senior Vice President
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None
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Lyman Missimer III
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Senior Vice President
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Assistant Vice President
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Greg J. Murphy
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Senior Vice President
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None
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David J. Nardecchia
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Senior Vice President
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None
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Margaret A. Vinson
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Senior Vice President
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None
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Gary K. Wendler
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Senior Vice President
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Assistant Vice President
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John M. Zerr
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Senior Vice President & Secretary
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Senior Vice President, Secretary & Chief Legal
Officer
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Annette Lege
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Chief Financial Officer & Treasurer
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None
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Miranda OKeefe
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Chief Compliance Officer
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None
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Yinka Akinsola
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Anti-Money Laundering Compliance
Officer
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Anti-Money Laundering Compliance Officer
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*
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11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173
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(c)
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Not applicable.
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C-9
Item 33.
Location of Accounts and Records
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, GA 30309, will maintain physical
possession of each such account, book or other document of the Registrant at the Registrants
principal executive offices, 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, except for
those relating to certain transactions in portfolio securities that are maintained by the
Registrants Custodian, The Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431,
and the Registrants Transfer Agent and Dividend Paying Agent, Invesco Investment Services, Inc.,
P.O. Box 219078, Kansas City, MO 64121-9078.
Records may also be maintained at the offices of:
Invesco Asset Management Deutschland GmbH
An der Welle 5
1st Floor
Frankfurt, Germany 60322
Invesco Asset Management Limited
30 Finsbury Square
London, United Kingdom
EC2A 1AG
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114
Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
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 900
Toronto, Ontario
Canada M2N 6X7
Item 34.
Management Services
Not applicable.
Item 35.
Undertakings
Not applicable.
C-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 18th day of December, 2012.
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Registrant:
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AIM TREASURERS SERIES TRUST
(INVESCO TREASURERS SERIES TRUST)
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By:
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/s/ Karen Dunn Kelley
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Karen Dunn Kelley, President
|
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities and on the dates
indicated:
|
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SIGNATURES
|
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TITLE
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DATE
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|
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/s/ Karen Dunn Kelley
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President
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December 18, 2012
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(Karen Dunn Kelley)
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(Principal Executive Officer)
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/s/ David C. Arch*
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Trustee
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December 18, 2012
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(David C. Arch)
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/s/ Bob R. Baker*
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Trustee
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December 18, 2012
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(Bob R. Baker)
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/s/ Frank S. Bayley*
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Trustee
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December 18, 2012
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(Frank S. Bayley)
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/s/ James T. Bunch*
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Trustee
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December 18, 2012
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(James T. Bunch)
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/s/ Bruce L. Crockett*
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Chair & Trustee
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December 18, 2012
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(Bruce L. Crockett)
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/s/ Rodney Dammeyer**
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Trustee
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December 18, 2012
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(Rod Dammeyer)
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/s/ Albert R. Dowden*
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Trustee
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December 18, 2012
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(Albert R. Dowden)
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/s/ Martin L. Flanagan*
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Trustee
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December 18, 2012
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(Martin L. Flanagan)
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/s/ Jack M. Fields*
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Trustee
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December 18, 2012
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(Jack M. Fields)
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SIGNATURES
|
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TITLE
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DATE
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/s/ Carl Frischling*
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Trustee
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December 18, 2012
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(Carl Frischling)
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/s/ Prema Mathai-Davis*
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Trustee
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December 18, 2012
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(Prema Mathai-Davis)
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/s/ Larry Soll*
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Trustee
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December 18, 2012
|
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(Larry Soll)
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/s/ Hugo F. Sonnenschein*
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Trustee
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December 18, 2012
|
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(Hugo F. Sonnenschein)
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|
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|
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/s/ Raymond Stickel, Jr.*
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Trustee
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|
December 18, 2012
|
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(Raymond Stickel, Jr.)
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/s/ Wayne W. Whalen*
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Trustee
|
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December 18, 2012
|
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(Wayne W. Whalen)
|
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|
/s/ Sheri Morris
|
|
Vice President & Treasurer
(Principal Financial and
|
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(Sheri Morris)
|
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Accounting Officer)
|
|
December 18, 2012
|
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*By
|
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/s/ Philip A. Taylor
|
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Philip A. Taylor
|
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Attorney-in-Fact
|
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*Philip A. Taylor, pursuant to powers of attorney filed in Registrants Post-Effective Amendment No.
47 dated December 21, 2010.
INDEX
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
e (2)(ee)
|
|
Amendment No. 30, dated December 19, 2011, to the First Restated
Master Distribution Agreement (all classes of shares except
Class B and Class B5 shares).
|
|
|
|
e (2)(ff)
|
|
Amendment No. 31, dated December 27, 2011, to the First Restated
Master Distribution Agreement (all classes of shares except
Class B and Class B5 shares).
|
|
|
|
e (2)(gg)
|
|
Amendment No. 32, dated July 30, 2012, to the First Restated
Master Distribution Agreement (all classes of shares except
Class B and Class B5 shares).
|
|
|
|
e (2)(hh)
|
|
Amendment No. 33, dated September 24, 2012, to the First
Restated Master Distribution Agreement (all classes of shares
except Class B and Class BX shares).
|
|
|
|
e (2)(ii)
|
|
Amendment No. 34, dated September 25, 2012, to the First
Restated Master Distribution Agreement (all classes of shares
except Class B and Class BX shares).
|
|
|
|
e (2)(jj)
|
|
Amendment No. 35, dated December 7, 2012, to the First Restated
Master Distribution Agreement (all classes of shares except
Class B and Class BX shares).
|
|
|
|
f (1)
|
|
Form of Invesco Funds Retirement Plan for Eligible
Directors/Trustees, as approved by the Board of
Directors/Trustees on December 31, 2011.
|
|
|
|
h (2)(d)
|
|
Amendment No. 3, dated July 1, 2012, to the Second Amended and
Restated Master Administrative Services Agreement between
Registrant and Invesco Advisers, Inc.
|
|
|
|
h (4)
|
|
Memorandum of Agreement, regarding fee waivers, dated December
5, 2012, between Registrant, on behalf of Premier Portfolio and
Premier U.S. Government Money Portfolio and Invesco Advisers,
Inc.
|
|
|
|
j (1)
|
|
Consent of Stradley Ronon Stevens & Young, LLC.
|
|
|
|
j (2)
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
n (1)
|
|
Nineteenth Amended and Restated Multiple Class Plan of the
Invesco Funds effective December 12, 2001, as amended and
restated July 16, 2012.
|
|
|
|
p (3)
|
|
Invesco Ltd. Code of Conduct dated October 2011, relating to
Invesco Asset Management (Japan) Limited Code of Ethics.
|
|
|
|
p (4)
|
|
Invesco Staff Ethics and Personal Share Dealing, dated January
2012, relating to Invesco Hong Kong Limited.
|
|
|
|
p (5)
|
|
Invesco Ltd. Code of Conduct, revised October 2011, relating to
Invesco Canada Ltd., Policy No. D-6 Gifts and Entertainment,
revised November 2011, and Policy No. D-7 Invesco Canada
Personal Trading Policy, revised November 2010, together the
Code of Ethics relating to Invesco Canada Ltd.
|
|
|
|
p (7)
|
|
Invesco Ltd. Code of Conduct, revised October 2011, relating to
Invesco Australia Limited.
|
Hawaiian Telcom Holdco, Inc. (delisted) (NASDAQ:HCOM)
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Hawaiian Telcom Holdco, Inc. (delisted) (NASDAQ:HCOM)
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