Form 485BPOS INVESCO ACTIVELY MANAGED
Tweet
Share
E-mailAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2025 .
No. 333-147622
No. 811-22148
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
|
THE SECURITIES ACT OF 1933
|
☒
|
|
Pre-Effective Amendment No.
|
☐
|
|
Post-Effective Amendment No. 570
|
☒
|
and/or
REGISTRATION STATEMENT
UNDER
|
THE INVESTMENT COMPANY ACT OF 1940
|
☒
|
|
Amendment No. 571
|
☒
|
(Exact Name of Registrant as Specified in Charter)
3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515
(Address of Principal Executive Office)
Registrant’s Telephone Number, including Area Code: (800) 983-0903
Adam Henkel, Esquire
3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515
3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515
With Copies to:
|
Alan P. Goldberg
Stradley Ronon Stevens & Young LLP
191 North Wacker Drive, Suite 1601
Chicago, Illinois 60606
|
Eric S. Purple
Stradley Ronon Stevens & Young LLP
2000 K Street, NW, Suite 700
Washington, DC 20006
|
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
|
It is proposed that this filing will become effective (check appropriate box)
|
|
|
☐
|
immediately upon filing pursuant to paragraph (b)
|
|
☒
|
on February 13, 2025 pursuant to paragraph (b)
|
|
☐
|
60 days after filing pursuant to paragraph (a)
|
|
☐
|
on (date) pursuant to paragraph (a)
|
|
☐
|
75 days after filing pursuant to paragraph (a)(2)
|
|
☐
|
on (date) pursuant to paragraph (a)(2) of rule 485
|
|
If appropriate, check the following box:
|
|
|
☐
|
This post-effective amendment designates a new effective date for a previously filed
post-effective amendment.
|
|
|
|
Prospectus
Invesco Actively Managed Exchange-Traded Fund Trust
|
PIPE
|
Invesco SteelPath MLP & Energy Infrastructure ETF
|
Cboe BZX Exchange, Inc.
|
The U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The Invesco SteelPath MLP & Energy Infrastructure ETF (the “Fund”) seeks total return.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.
(expenses that you pay each year as a percentage of the value of your investment)
| Management Fees | % |
| | |
| Other Expenses1 | |
| | |
| Total Annual Fund Operating Expenses | |
| | |
1 “Other Expenses” are based on estimated amounts for the current fiscal year.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell 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 Fund's operating expenses remain the same. This example does not include brokerage commissions that investors may pay to buy and sell Shares. Although your actual costs may be higher or lower, your costs, based on these assumptions, would be:
|
1 Year
|
3 Years
|
| $ |
$ |
Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in master limited partnership (“MLP”) investments and securities issued by energy infrastructure companies. The Fund generally invests in common and preferred equity securities (or units) of publicly traded MLPs and energy infrastructure companies of all sizes and all market capitalization ranges, and it focuses on MLPs and energy infrastructure companies that primarily derive their revenue from companies engaged in the gathering, processing, transporting, terminalling, storing, distributing, or marketing of natural gas, natural gas liquids, crude oil, refined products or other hydrocarbons (“midstream investments”). The Fund’s MLP investments do not exceed 25% of the Fund’s total assets.
An MLP is structured as a limited partnership (“LP”) or limited liability company (“LLC”) that may trade publicly on an exchange or in the over-the-counter market and is generally taxed as a partnership under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s MLP investments may include, but are not limited to, MLPs structured as LPs or LLCs that are taxed as partnerships, as well as securities issued by affiliates of MLPs (including general partners or managing members of MLPs, publicly traded LLCs that own, directly or indirectly, general partner interests of MLPs, and MLP I-Shares, which represent an indirect ownership interest
in MLPs). All of the Fund’s MLP investments are treated as qualified publicly traded partnerships (“QPTPs”) for U.S. federal income tax purposes.
The Fund’s investments in securities issued by energy infrastructure companies may include securities of companies that operate or own, directly or indirectly, energy infrastructure assets, including, but not limited to, assets that are used in exploring, developing, producing, generating, transporting (including marine), transmitting, terminal operation, storing, gathering, processing, refining, distributing, mining, or marketing of natural gas, natural gas liquids, crude oil, refined petroleum products (including biodiesel and ethanol), coal or electricity; or that provide energy-related equipment or services. The Fund considers a company to be an energy infrastructure company if at least 50% of its non-cash assets are energy infrastructure assets or if at least 50% of its gross income or net profits are derived, directly or indirectly, from energy infrastructure assets or activities.
The Fund may invest up to 40% of its total assets in foreign securities, including investments in American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”), and anticipates that a significant portion of these foreign investments will be in Canadian securities.
In constructing the portfolio, the Fund’s sub-adviser, Invesco Advisers, Inc. (the “Sub-Adviser”), relies on its disciplined investment process in determining investment selection and weightings. To determine whether an investment should be selected for the Fund’s portfolio, the Sub-Adviser performs a detailed fundamental analysis of the underlying businesses owned and operated by potential MLPs and energy infrastructure companies. The Sub-Adviser seeks to invest in MLPs and energy infrastructure companies that it believes have, among other characteristics, sound business fundamentals, a strong record of cash flow growth, distribution continuity, a solid business strategy, and a respected management team, as well as MLPs and energy infrastructure companies that are not overly exposed to changes in commodity prices. The Sub-Adviser will sell investments if it determines that any of the above-mentioned characteristics have changed materially from its initial analysis, or if it determines that an investment is no longer earning a return commensurate with its risk.
The Fund is “non-diversified” and therefore is not required to meet certain diversification requirements under the Investment Company Act of 1940, as amended (the “1940 Act”).
Concentration Policy. The Fund will concentrate its investments (i.e., invest more than 25% of its net assets) in securities of companies that are principally engaged in the group of industries that comprise the energy sector.
Principal Risks of Investing in the Fund
The following summarizes the principal risks of investing in the Fund.
1
■
■
■
2
3
Management of the Fund
Investment Adviser. Invesco Capital Management LLC (the “Adviser”).
Investment Sub-Adviser. Invesco Advisers, Inc. (the “Sub-Adviser”).
Portfolio Managers
The following individuals are responsible jointly and primarily for the day-to-day management of the Fund’s portfolio:
|
Name
|
Title with
Sub-Adviser/Adviser/Trust
|
Date Began
Managing
the Fund
|
|
Brian Watson, CFA
|
Senior Portfolio Manager of the
Sub-Adviser
|
February 2025
|
|
|
||
|
Robert (Bob) Coble
|
Portfolio Manager of the
Sub-Adviser
|
February 2025
|
|
|
||
Purchase and Sale of Shares
The Fund will issue and redeem Shares at NAV only with APs and only in large blocks of 10,000 Shares (each block of Shares is called a “Creation Unit”) or multiples thereof (“Creation Unit Aggregations”), generally in exchange for the deposit or delivery of a basket of securities. However, the Fund also reserves the right to permit or require Creation Units to be issued in exchange for cash. Except when aggregated in Creation Units, the Shares are not redeemable securities of the Fund.
Individual Shares may only be bought and sold in the secondary market (i.e., on a national securities exchange) through a broker or dealer at a market price. Because the Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (at a premium), at NAV, or less than NAV (at a discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (bid) and the lowest price a seller is willing to accept for Shares (ask) when buying or selling shares in the secondary market (the “bid-ask spread”).
Recent information, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be made available online at www.invesco.com/ETFs.
Tax Information
The Fund’s distributions generally will be taxed as ordinary income, capital gains, return of capital or some combination of these, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions may be taxed as ordinary income when withdrawn from such account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund’s distributor or its related companies may pay the intermediary for certain Fund-related activities, including those that are designed to make the intermediary more knowledgeable about exchange-traded products, such as the Fund, as well as for marketing, education or other initiatives related to the sale or
4
promotion of Shares. 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 intermediary’s website for more information.
Additional Information About the Fund’s Strategies and Risks
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in MLP investments and securities issued by energy infrastructure companies. The Fund generally invests in common and preferred equity securities (or units) of publicly traded MLPs and energy infrastructure companies of all sizes and all market capitalization ranges, and it focuses on MLPs and energy infrastructure companies that primarily derive their revenue from midstream investments. The Fund’s MLP investments do not exceed 25% of the Fund’s total assets.
An MLP is structured as an LP or an LLC and is generally taxed as a partnership under the Code. MLPs may trade publicly on an exchange or in the over-the-counter market. The Fund’s MLP investments may include, but are not limited to, MLPs structured as LPs or LLCs that are taxed as partnerships and securities issued by affiliates of MLPs. The affiliates of MLPs in which the Fund may invest include general partners or managing members of MLPs, publicly traded LLCs that own, directly or indirectly, general partner interests of MLPs, and MLP I-Shares, which represent an indirect ownership interest in MLPs. All of the Fund’s MLP investments are treated as QPTPs for U.S. federal income tax purposes. The Fund limits its exposure to partnerships in order to comply with applicable tax diversification rules under the Code.
The Fund’s investments in securities issued by energy infrastructure companies may include securities of companies that operate or own, directly or indirectly, energy infrastructure assets, including, but not limited to, assets that are used in exploring, developing, producing, generating, transporting (including marine), transmitting, terminal operation, storing, gathering, processing, refining, distributing, mining, or marketing of natural gas, natural gas liquids, crude oil, refined petroleum products (including biodiesel and ethanol), coal or electricity; or that provide energy-related equipment or services. The Fund considers a company to be an energy infrastructure company if at least 50% of its non-cash assets are energy infrastructure assets or if at least 50% of its gross income or net profits are derived, directly or indirectly, from energy infrastructure assets or activities.
MLPs that are taxed as “C” corporations under the Code and “C” corporations that hold significant interests in MLPs will be considered to be energy infrastructure companies if they otherwise meet the criteria of an energy infrastructure company.
While the Fund generally focuses on midstream investments, it may also invest in MLPs and energy infrastructure companies that primarily derive their revenue from businesses engaging in or supporting the acquisition, exploration and development or extraction of crude oil, condensate, natural gas, natural gas liquids, or other hydrocarbons (“upstream investments”). The Fund also may invest in businesses engaging in the processing, treating, or refining of crude oil, natural gas liquids or other hydrocarbons (“downstream investments”). From time to time, the Fund may invest in private investments in public equities (“PIPEs”) issued by MLPs or energy infrastructure companies. PIPEs are equity securities issued in a private placement by companies that have outstanding, publicly traded equity securities.
The Fund may invest up to 40% of its total assets in foreign securities, including investments in ADRs and GDRs, and anticipates that a significant portion of these foreign investments will be in Canadian securities.
In constructing the portfolio, the Sub-Adviser relies on its disciplined investment process in determining investment selection and weightings. To determine whether an investment should be selected for the Fund’s portfolio, the Sub-Adviser performs a detailed fundamental analysis of the underlying businesses owned and operated by potential MLPs and energy infrastructure companies. The Sub-Adviser seeks to invest in MLPs and energy infrastructure companies that it believes have, among other characteristics, sound business fundamentals, a strong record of cash flow growth, distribution continuity, a solid business strategy, and a respected management team, as well as MLPs and energy infrastructure companies which are not overly exposed to changes in commodity prices. The Sub-Adviser will sell investments if it determines that any of the above-mentioned characteristics have changed materially from its initial analysis, or if it determines that an investment is no longer earning a return commensurate with its risk.
Temporary Defensive Strategies
The Fund may take a temporary defensive position and hold a portion of its assets in cash or cash equivalents and money market funds (including affiliated money market funds) if there are inadequate investment opportunities available due to adverse market, economic, political or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions. Doing so could help the Fund avoid losses in the event of falling market prices and provide liquidity to make additional investments, but may mean lost investment opportunities in a period of rising market prices. During these periods, the Fund may not achieve its investment objective.
Principal Risks of Investing in the Fund
The following provides additional information regarding certain of the principal risks identified under “Principal Risks of Investing in the Fund” in the Fund's “Summary Information” section. Any of the following risks may impact the Fund’s NAV which could result in the Fund trading at a premium or discount to NAV.
Market Risk. The Fund’s holdings are subject to market fluctuations, and the Fund could lose money due to short-term market movements and over longer periods during market downturns. You should anticipate that the value of Shares will decline, more or less, in correlation with any decline in value of the holdings in the Fund’s portfolio. The value of a security may decline due to general market conditions, economic trends or events that are not specifically related to the issuer of the security or due to factors that
affect a particular industry or group of industries. During a general downturn in the securities markets, multiple asset classes may be negatively affected. Additionally, natural or environmental disasters, widespread disease or other public health issues, war, military conflicts, acts of terrorism, economic crises or other events could result in increased premiums or discounts to the Fund’s NAV.
Market Disruption Risks Related to Armed Conflict. As a result of increasingly interconnected global economies and financial markets, armed conflict between countries or in a geographic region, for example the current conflicts between Russia and Ukraine in Europe and Hamas and Israel in the Middle East, has the potential to adversely impact the Fund’s investments. Such conflicts, and other corresponding events, have had, and could continue to have, severe negative effects on regional and global economic and financial markets, including increased volatility, reduced liquidity, and overall uncertainty. The negative impacts may be particularly acute in certain sectors. The timing and duration of such conflicts, resulting sanctions, related events and other impacts cannot be predicted. The foregoing may result in a negative impact on Fund performance and the value of an investment in the Fund, even beyond any direct investment exposure the Fund may have to issuers located in or with significant exposure to an impacted country or geographic region.
Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. In managing the Fund’s portfolio
5
holdings, the Sub-Adviser applies investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these actions will produce the desired results.
MLP Risk. The Fund invests in securities of MLPs, which are subject to the following risks:
■
Limited Partner Risk. An MLP is a public limited partnership or a limited liability company taxed as a partnership under the Code. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The risks of investing in an MLP are similar to those of investing in a partnership, including more flexible governance structures, which could result in less protection for investors than investments in a corporation. Investors in an MLP normally would not be liable for the debts of the MLP beyond the amount that the investor has contributed but investors may not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances, creditors of an MLP would have the right to seek return of capital distributed to a limited partner, which right would continue after an investor sold its investment in the MLP. In addition, MLP distributions may be reduced by fees and other expenses incurred by the MLP.
■
Equity Securities Risk. Investment in MLPs involves risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP’s general partner, dilution risks and cash flow risks. MLP common units can be affected by macroeconomic and other factors affecting the stock market in general, expectations of interest rates, investor sentiment towards MLPs, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer. Prices of common units of individual MLPs and other equity securities also can be affected by fundamentals unique to the partnership or company, including earnings power and coverage ratios. In the event of liquidation, common unit holders are intended to have a preference to the remaining assets of the issuer over holders of subordinated units. Subordinated units generally do not provide arrearage rights.
■
General Partner Risk. The holder of the general partner or managing member interest can be liable in certain circumstances for amounts greater than the amount of the holder’s investment in the general partner or managing member.
■
MLP Tax Risk. MLPs taxed as partnerships do not pay U.S. federal income tax at the partnership level, subject to the application of certain partnership audit rules. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders.
■
A change in current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being classified as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. This classification would have the effect of reducing the amount of cash available for distribution by the MLP. Thus, if any
of the MLPs owned by the Fund were treated as a corporation for U.S. federal income tax purposes, it could result in a reduction of the value of the Fund’s investment, and consequently your investment in the Fund and lower income.
MLPs taxed as partnerships file a partnership tax return for U.S. federal, state and local income tax purposes and communicate to each investor in such MLP the investor’s allocable share of the MLP’s income, gains, losses, deductions and expenses via a “Schedule K-1.” Each year, the Fund will send you an annual tax statement (Form 1099) to assist you in completing your federal, state and local tax returns. An MLP might need to amend its partnership tax return and, in turn, send amended Schedules K-1 to investors in the MLP, such as the Fund. When necessary, the Fund will send you a corrected Form 1099 to reflect Schedule K-1 information reclassified by an MLP, which could, in turn, require you to amend your federal, state or local tax returns. To the extent a distribution received by the Fund from an MLP is treated as a return of capital, the Fund's adjusted tax basis in the interests of the MLP may be reduced, which will result in an increase in an amount of income or gain (or decrease in the amount of loss) that will be recognized by the Fund for tax purposes upon the sale of any such interests or upon subsequent distributions in respect of such interests. Changes in the laws, regulations or related interpretations relating to the Fund's investments in MLPs could increase the Fund's expenses, reduce its cash distributions, negatively impact the value of an investment in an MLP, or otherwise impact the Fund's ability to implement its investment strategy.
MLPs taxed as partnerships file a partnership tax return for U.S. federal, state and local income tax purposes and communicate to each investor in such MLP the investor’s allocable share of the MLP’s income, gains, losses, deductions and expenses via a “Schedule K-1.” Each year, the Fund will send you an annual tax statement (Form 1099) to assist you in completing your federal, state and local tax returns. An MLP might need to amend its partnership tax return and, in turn, send amended Schedules K-1 to investors in the MLP, such as the Fund. When necessary, the Fund will send you a corrected Form 1099 to reflect Schedule K-1 information reclassified by an MLP, which could, in turn, require you to amend your federal, state or local tax returns. To the extent a distribution received by the Fund from an MLP is treated as a return of capital, the Fund's adjusted tax basis in the interests of the MLP may be reduced, which will result in an increase in an amount of income or gain (or decrease in the amount of loss) that will be recognized by the Fund for tax purposes upon the sale of any such interests or upon subsequent distributions in respect of such interests. Changes in the laws, regulations or related interpretations relating to the Fund's investments in MLPs could increase the Fund's expenses, reduce its cash distributions, negatively impact the value of an investment in an MLP, or otherwise impact the Fund's ability to implement its investment strategy.
Industry Concentration Risk. The Fund concentrates in securities of companies in the group of industries that comprise the energy sector. By concentrating its investments in an industry or industry group, the Fund faces more risks than if it were diversified broadly over numerous industries or industry groups. Such industry based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, the following: general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political or world events; obsolescence of technologies; and increased competition or new product introductions that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or industry group may be out of favor and underperform other industries or the market as a whole. Information about the Fund’s exposure to a particular sector, industry, industry group or sub-industry (as applicable) will be available in the Fund’s Annual and Semi-Annual Reports to Shareholders on the Fund’s website, and on required forms filed with the SEC.
Energy Infrastructure and Energy-Related Industries Risk. Energy infrastructure companies are subject to risks specific to the energy and energy-related industries, including, but not limited to: fluctuations in commodity prices may impact the volume of energy commodities transported, processed, stored or distributed; reduced volumes of natural gas or other energy commodities available for transporting, processing, storing or distributing may affect the profitability of a company; slowdowns in new construction and acquisitions can limit growth potential; reduced demand for oil, natural gas and petroleum products, particularly for a sustained period of time, could adversely affect company revenues and cash flows; depletion of natural gas reserves or other commodities, if not replaced, could impact a company’s ability to make distributions; changes in the regulatory environment could adversely affect profitability; extreme weather and environmental hazards could impact the value of securities; rising interest rates could result in higher costs of capital and drive investors
into other investment opportunities; and threats of attack by terrorists on energy assets could impact the market for energy infrastructure companies.
Changes in worldwide energy prices, exploration, production spending, government regulation, world events, local and international politics, and
6
economic conditions can affect the Fund's investments. In addition, energy infrastructure and energy-related industries companies are at an increased risk of civil liability and environmental damage claims, and are also subject to the risk of loss from terrorism and natural disasters. Commodity price volatility, imposition of import controls, increased competition, depletion of resources, development of alternative energy sources, and technological developments may also impact the Fund's investments. The Fund's investments may be highly volatile and subject to swift price fluctuations. Energy markets are subject to both short- and long-term trends that impact demand for and supply of energy commodities. A decrease in the production of energy commodities or a decrease in the volume of such commodities available may adversely impact the financial performance of companies operating in these industries. In addition, significant declines in the price of oil may contribute to significant market volatility, which may adversely affect the Fund's performance.
MLP Common Units Risk. The common units of many MLPs are listed and traded on U.S. securities exchanges, including the NYSE and the Nasdaq. MLP common units can be purchased through open market transactions and underwritten offerings, but may also be acquired through direct placements and privately negotiated transactions. Holders of MLP common units typically have very limited control and voting rights. Holders of such common units are typically entitled to receive the minimum quarterly distribution (MQD), including arrearage rights, from the issuer. Generally, an MLP must pay (or set aside for payment) the MQD to holders of common units before any distributions may be paid to subordinated unit holders. In addition, incentive distributions are typically not paid to the general partner or managing member unless the quarterly distributions on the common units exceed specified threshold levels above the MQD. In the event of liquidation, common unit holders are intended to have a preference to the remaining assets of the issuer over holders of subordinated units. MLPs also issue different classes of common units that may have different voting, trading, and distribution rights.
MLP Affiliates Risk. The Fund may invest in the securities issued by affiliates of MLPs, including the general partners or managing members of MLPs and companies that own MLP general partner interests that are energy infrastructure companies. Such issuers may be organized and/or taxed as corporations and therefore may not offer the advantageous tax characteristics of MLP units. The Fund may also invest in MLP I-Shares, which represent an indirect ownership interest in MLP common units. MLP I-Shares differ from MLP common units primarily in that, instead of receiving cash distributions, holders of MLP I-Shares receive distributions in the form of additional I-Shares. Issuers of MLP I-Shares are treated as corporations and not partnerships for tax purposes, and therefore also may not offer the advantageous tax characteristics of MLP units.
MLP Issuer Risk. The value of an MLP security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services.
Equity Risk. Equity risk is the risk that the value of equity securities, including common stocks, will fall. The value of an equity security may fall due to changes in general economic conditions that impact the market as a whole and that are relatively unrelated to an issuer or its industry. These conditions include changes in interest rates, specific periods of overall market turbulence or instability, or general and prolonged periods of economic decline and cyclical change. An issuer's common stock in particular may be especially sensitive to, and more adversely affected by, these general movements in the stock market; it is possible that a drop in the stock market may depress the price of most or all of the common stocks that the Fund holds.
In addition, equity risk includes the risk that investor sentiment toward, and perceptions regarding, one or more particular industries or economic sectors will become negative, resulting in those investors exiting their investments in those industries, which could cause a reduction in the value of companies in those industries or sectors more broadly. Price changes of
equity securities may occur in a particular region, industry, or sector of the market, and as a result, the value of an issuer's common stock may fall solely because of factors, such as increases in production costs, that negatively impact other companies in the same industry or in a number of different industries.
Equity risk also includes the financial risks of a specific company, including that the value of the company's securities may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company's products or services. In particular, the common stock of a company may decline significantly in price over short periods of time. For example, an adverse event, such as an unfavorable earnings report, may depress the value of common stock; similarly, the common stock of an issuer may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer experiences a decline in its financial condition.
Small- and Mid-Capitalization Company Risk. Securities of small- and mid-capitalization companies may be more volatile and thinly traded (that is, less liquid) than those of more established companies. These securities may have returns that vary, sometimes significantly, from the overall securities market. Often small- and mid-capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions. In addition, small- and mid-capitalization companies are typically less financially stable than larger, more established companies, and they may depend on a small number of essential personnel, making them more vulnerable to loss of personnel. Small- and mid-capitalization companies also normally have less diverse product lines than large capitalization companies and are more susceptible to adverse developments concerning their products. As such, small- and mid-capitalization companies typically are more likely to be adversely affected than large capitalization companies by changes in earnings results, business prospects, investor expectations or poor economic or market conditions.
Preferred Securities Risk. Preferred securities are subject to issuer-specific and overall market risks that are generally applicable to equity securities as a whole; however, there are special risks associated with investing in preferred securities. Preferred securities may be less liquid than many other types of securities, such as common stock, and generally provide no voting rights with respect to the issuer. Preferred securities also may be subordinated to bonds or other debt instruments in an issuer’s capital structure, meaning that an issuer’s preferred securities generally pay dividends only after the issuer makes required payments to holders of its bonds and other debt. This subjects preferred securities to a greater risk of non-payment than more senior securities. Because of the subordinated position of preferred securities in an issuer’s capital structure, the ability to defer dividend or interest payments for extended periods of time without triggering an event of default for the issuer, and certain other features, preferred securities’ quality and value are heavily dependent on the profitability and cash flows of the issuer rather than on any legal claims to specific assets. Also, in certain circumstances, an issuer of preferred securities may call or redeem it prior to a specified date or may convert it to common stock, all of which may negatively impact its return. Variable rate preferred securities may be subject to greater liquidity risk than other preferred securities, meaning that there may be limitations on the Fund’s ability to sell those securities at any given time. In addition, the floating rate
feature of such preferred securities means that they generally will not experience capital appreciation in a declining interest rate environment.
Preferred securities may include provisions that permit the issuer, in its discretion, to defer or omit distributions for a certain period of time. If the Fund owns a security that is deferring or omitting its distributions, the Fund may be required to report the distribution on its tax returns, even though it may not have received any income. Dividend payments on a preferred security typically must be declared by the issuer’s board of directors, unlike interest payments on debt securities. However, an issuer’s board of directors generally is not under any obligation to declare a dividend for an issuer
7
(even if such dividends have accrued). If an issuer of preferred securities experiences economic difficulties, those securities may lose substantial value due to the reduced likelihood that the issuer’s board of directors will declare a dividend.
Foreign Investment Risk. Investments in foreign securities involve risks that are beyond those associated with investments in U.S. securities. Fluctuations in the value of the U.S. dollar relative to the values of other currencies may adversely affect investments in foreign securities, and foreign securities may have relatively low market liquidity, decreased publicly available information about issuers, and inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice, including recordkeeping standards, comparable to those applicable to domestic issuers.
Foreign securities also are subject to the risks of expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities also may be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions and higher transactional costs. Each country has different laws specific to that country that impact investment, which may increase the risks to which investors are subject. Country-specific rules or legislation addressing investment-related transactions may inhibit or prevent certain transactions from transpiring in a particular country.
From time to time, certain companies in which the Fund invests may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or in countries the U.S. government identified as state sponsors of terrorism. One or more of these companies may be subject to constraints under U.S. law or regulations that could negatively affect the company’s performance.
Furthermore, foreign exchanges and broker-dealers generally are subject to less government and exchange scrutiny and regulation than their U.S. counterparts. Differences in clearance and settlement procedures in foreign markets may cause delays in settlement of the Fund's trades effected in those markets and could result in losses to the Fund due to subsequent declines in the value of the securities subject to the trades. Depositary receipts also involve substantially identical risks to those associated with investments in foreign securities. Additionally, the issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, have no obligation to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities.
Geographic Concentration Risk. Funds that are less diversified across geographic regions or countries are generally riskier than more geographically diversified funds. The economies and financial markets of certain regions can be interdependent and may all decline at the same time. A natural or other disaster could occur in a country or geographic region in which the Fund invests, which could affect the economy or particular business operations of companies in that specific country or geographic region and adversely impact the Fund's investments in the affected region. Information about the Fund’s investment in a country will be made available on the Fund’s website and on the Fund’s Form N-CSR filed with the SEC.
Canada Investment Risk. Because the Fund, at times, may invest a significant portion of its assets in companies that are domiciled in Canada, the Fund is particularly sensitive to political, economic and social conditions in that country. The Canadian economy is heavily dependent on relationships with certain key trading partners. The United States is Canada’s largest trading and investment partner, and the Canadian economy is significantly affected by developments in the U.S. economy. Any downturn in U.S. economic activity is likely to have an adverse impact on the Canadian economy. In addition, Canada is a large producer and supplier of natural resources (e.g., metals, oil, natural gas and agricultural products). The Canadian economy is especially dependent on the demand for, and supply of, those natural resources, and the Canadian market is relatively concentrated in issuers involved in
the production and distribution of natural resources. As a result, the Canadian economy is sensitive to fluctuations in certain commodity prices, and any adverse events that affect Canada’s major industries may have a negative impact on the overall Canadian economy and the shares of the Fund. Future regulatory changes in Canada or in countries that are key Canadian trading partners, such as the United States, could adversely affect the Fund or the Canadian companies in which the Fund invests.
Private Investments in Public Equity (PIPEs) Risk. PIPEs are equity securities issued in a private placement by companies that have outstanding, publicly traded equity securities. Shares in PIPEs generally are not registered with the Securities and Exchange Commission until after a certain time period from the date the private sale is completed. PIPE transactions will generally result in the Fund acquiring either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. The Fund’s ability to dispose of securities acquired in PIPE transactions may depend upon the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or otherwise under the federal securities laws. There is no guarantee, however, that an active trading market for the securities will exist at the time of disposition of
the securities, and the lack of such a market could hurt the market value of the Fund’s investments. As a result, even if the Fund is able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, the Fund may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities.
Non-Diversified Fund Risk. Because the Fund is considered non-diversified and can invest a greater portion of its assets in securities of individual issuers than a diversified fund, changes in the market value of a single investment could cause greater fluctuations in Share price than would occur in a diversified fund. This may increase the Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on the Fund’s performance.
ADR and GDR Risk. ADRs are certificates that evidence ownership of shares of a foreign issuer and are alternatives to purchasing the underlying foreign securities directly in their national markets and currencies. GDRs are certificates issued by an international bank that generally are traded and denominated in the currencies of countries other than the home country of the issuer of the underlying shares. ADRs and GDRs may be subject to certain of the risks associated with direct investments in the securities of foreign companies, such as currency, political, economic and market risks, because their values depend on the performance of the non-dollar denominated underlying foreign securities. Moreover, ADRs and GDRs may not track the price of the underlying foreign securities on which they are based, and their value may change materially at times when U.S. markets are not open for trading.
Certain countries may limit the ability to convert ADRs into the underlying foreign securities and vice versa, which may cause the securities of the foreign company to trade at a discount or premium to the market price of the related ADR. ADRs may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by a depositary and the issuer of the underlying security. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Unsponsored receipts may involve higher expenses and may be less liquid. Holders of unsponsored ADRs generally bear all the costs of such facilities, and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities.
8
GDRs can involve currency risk since, unlike ADRs, they may not be U.S. dollar-denominated. Because the Fund’s NAV is determined in U.S. dollars, the Fund’s NAV could decline if the currency of the non-U.S. market in which the Fund invests depreciates against the U.S. dollar, even if the value of the Fund’s holdings, measured in the foreign currency, increases.
Issuer-Specific Changes Risk. The performance of the Fund depends on the performance of individual securities to which the Fund has exposure. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform worse than the market as a whole, causing the value of its securities to decline. Poor performance may be caused by poor management decisions, competitive pressures, changes in technology, expiration of patent protection, disruptions in supply, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors. Issuers may, in times of distress or at their own discretion, decide to reduce or eliminate dividends, which may also cause their stock prices to decline.
Valuation Risk. Financial information related to securities of non-U.S. issuers may be less reliable than information related to securities of U.S. issuers, which may make it difficult to obtain a current price for a non-U.S. security held by the Fund. In certain circumstances, market quotations may not be readily available for some securities, and those securities may be fair valued. The value established for a security through fair valuation may be different from what would be produced if the security had been valued using market quotations. Fund securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuations in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio security for the value established for it at
any time, and it is possible that the Fund would incur a loss because a security is sold at a discount to its established value.
Valuation Time Risk. Because foreign exchanges may be open on days when the Fund does not price its Shares, the value of the non-U.S. securities in the Fund’s portfolio may change on days when you will not be able to purchase or sell your Shares. As a result, trading spreads and the resulting premium or discount on the Shares may widen, and, therefore, increase the difference between the market price of the Shares and the NAV of such Shares.
Authorized Participant Concentration Risk. Only APs may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that may act as APs, and such APs have no obligation to submit creation or redemption orders. Consequently, there is no assurance that APs will establish or maintain an active trading market for the Shares. The risk may be heightened to the extent that securities held by the Fund are traded outside a collateralized settlement system. In that case, APs may be required to post collateral on certain trades on an agency basis (i.e., on behalf of other market participants), which only a limited number of APs may be able to do. In addition, to the extent that APs exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other AP is able to step forward to create or redeem Creation Units, this may result in a significantly diminished trading market for Shares, and Shares may be more likely to trade at a premium or discount to NAV and to face trading halts and/or delisting. Additionally, investments in non-U.S. securities may have lower trading volumes or could experience extended market closures or trading halts. To the extent that the Fund invests in non-U.S. securities, it may face increased risks that APs may not be able to effectively create or redeem Creation Units, or that the Shares may be halted and/or delisted.
Market Trading Risk. The Fund faces numerous market trading risks, including losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. Although Shares are listed for trading on a securities exchange, there can be no assurance that an active trading market for Shares will develop or be maintained by market makers or APs, that Shares will continue to trade on any such exchange or that Shares will continue to meet the requirements
for listing on an exchange. Any of these factors, among others, may lead to the Shares trading at a premium or discount to the Fund’s NAV. As a result, an investor could lose money over short or long periods. Further, the Fund may experience low trading volume and wide bid/ask spreads. Bid/ask spreads vary over time based on trading volume and market liquidity (including for the underlying securities held by the Fund), and are generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity.
In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund, the Adviser and the Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks.
Shares May Trade at Prices Different than NAV. Shares trade on a stock exchange at prices at, above or below the Fund’s most recent NAV. The Fund’s NAV is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Shares fluctuates continuously throughout trading hours on the exchange, based on both the relative market supply of, and demand for, the Shares and the underlying value of the Fund’s portfolio holdings. As a result, the trading prices of the Shares may deviate from the Fund’s NAV. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. The Adviser cannot predict whether the Shares will trade below, at or above the Fund’s NAV. Exchange prices are not expected to correlate exactly with the Fund’s NAV due to timing reasons, supply and demand imbalances and other factors. In addition, disruptions to creations and redemptions, including disruptions at market makers, APs, or other market participants, or periods of significant market volatility or stress, may result in trading prices for the Shares that differ significantly from the value of the Fund’s underlying holdings, with the result that investors may pay significantly more or receive significantly less than the underlying value of the Shares bought or sold. This can be reflected as a spread between the bid and ask prices for the Fund quoted during the day or a premium or discount in the closing price from the Fund’s NAV. Additionally, APs may be less willing to create or redeem the Shares if there is a lack of an active market for such Shares or the Fund’s underlying investments, which may contribute to the Shares trading at a premium or discount.
Unlike conventional ETFs, the Fund is not an index fund. The Fund is actively managed and does not seek to replicate the performance of a specified index. Index-based ETFs generally have traded at prices that closely correspond to NAV per share. Given the high level of transparency of the Fund’s holdings, the Adviser believes that the trading experience of the Fund should be similar to that of index-based ETFs. However, there can be no assurance as to whether and/or the extent to which the Shares will trade at premiums or discounts to NAV.
9
Non-Principal Investment Strategies
As non-principal investment strategies, the Fund may invest in all types of fixed-income securities of any maturity or duration, including securities rated investment-grade or below investment grade (commonly referred to as “junk bonds”), or that may be unrated. The Fund may also invest in derivatives, including futures contracts, options, options on futures contracts, put and call options and swaps. The Fund’s fixed-income investments and derivatives investments that meet the criteria described above with respect to MLP investments and securities issued by energy infrastructure companies will be included for purposes of the Fund’s 80% investment policy (as defined herein). In addition, the Fund may invest in bank loans (including senior and/or mezzanine loans) and structured notes (notes on which the amount of principal repayment and interest payments is based on the movement of one or more specified factors, such as the movement of a particular security or securities index), convertible securities, rights and warrants, and in mutual funds and other ETFs.
In accordance with the 1940 Act and rules thereunder, the Fund has adopted a policy to invest, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowing for investment purposes, in MLP investments and securities issued by energy infrastructure companies and in derivatives and other instruments that have economic characteristics similar to MLP investments or securities issued by energy infrastructure companies (the “80% investment policy”).
The Fund’s investment objective and the 80% investment policy are non-fundamental policies that the Board of Trustees (the “Board”) of the Invesco Actively Managed Exchange-Traded Fund Trust (the “Trust”) may change without shareholder approval upon 60 days’ prior written notice to shareholders.
The fundamental and non-fundamental policies of the Fund are set forth in the Fund’s Statement of Additional Information (“SAI”) under the section “Investment Restrictions.”
Borrowing Money
The Fund may borrow money up to the limits set forth in the Fund’s SAI under the section “Investment Restrictions.”
Securities Lending
The Fund may lend its portfolio securities to brokers, dealers, and other financial institutions. In connection with such loans, the Fund receives liquid collateral equal to at least 102% (105% for international securities) of the value of the loaned portfolio securities. This collateral is marked-to-market on a daily basis.
Additional Risks of Investing in the Fund
The Fund may also be subject to certain other non-principal risks associated with its investments and investment strategies. The following provides additional non-principal risk information regarding investing in the Fund.
Cash Transaction Risk. The Fund generally expects to make in-kind redemptions to avoid being taxed at the fund level on gains on the distributed portfolio securities. However, from time to time, the Fund reserves the right to effect redemptions for cash, rather than in-kind. In such circumstances, the Fund may be required to sell portfolio securities to obtain the cash needed to distribute redemption proceeds. Therefore, the Fund may recognize a capital gain on these sales that might not have been incurred if the Fund had made a redemption in-kind. This may decrease the tax efficiency of the Fund compared to utilizing an in-kind redemption process.
Convertible Securities Risk. A convertible security generally is a preferred stock that may be converted within a specified period of time into common stock. Convertible securities nevertheless remain subject to the risks of both debt securities and equity securities. As with other equity securities, the value of a convertible security tends to increase as the price of the underlying stock goes up, and to decrease as the price of the underlying stock goes down. Declining common stock values therefore also may cause the value of the Fund’s investments to decline. Like a debt
security, a convertible security provides a fixed-income stream and also tends to decrease in value when interest rates rise. Moreover, many convertible securities have credit ratings that are below investment grade and are subject to the same risks as lower-rated debt securities, which are considered to have more speculative characteristics and greater susceptibility to default or decline in market value than investment grade (or higher-rated) securities.
Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, the Fund, like all companies, may be susceptible to operational, information security and related risks. Cybersecurity incidents involving the Fund and its service providers (including, without limitation, the Adviser, the Sub-Adviser, fund accountant, custodian, transfer agent and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, impediments to trading, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages, governmental and other regulatory authorities, exchanges and other financial market operators, banks, brokers, dealers, insurance companies, other financial institutions and other parties. The Fund and its shareholders could be negatively impacted as a result.
Derivatives Risk. The Fund may invest in derivatives, including futures contracts, options, and options on futures contracts, as applicable. Derivatives are financial instruments that derive their value from an underlying asset, such as a security, index or exchange rate. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Derivatives may be riskier than other types of investments and may be more volatile, less tax efficient and less liquid than other securities.
Derivatives may be used to create synthetic exposure to an underlying asset or to seek to hedge a portfolio risk. If the Fund uses derivatives to seek to “hedge” a portfolio risk, the change in value of a derivative may not correlate as expected with the underlying asset being hedged, and it is possible that the hedge therefore may not succeed. In addition, given their complexity, derivatives may be difficult to value.
Derivatives are subject to a number of risks including credit risk, interest rate risk, and market risk. Credit risk refers to the possibility that a
counterparty will be unable and/or unwilling to perform under the agreement. Interest rate risk refers to fluctuations in the value of an asset resulting from changes in the general level of interest rates. Over-the-counter (“OTC”) derivatives are also subject to counterparty risk (sometimes referred to as “default risk”), which is the risk that the other party to the contract will not fulfill its contractual obligations.
Derivatives may be especially sensitive to changes in economic and market conditions, and their use may give rise to a form of leverage. Leverage may cause the portfolio of the Fund to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities and other instruments held by the Fund. For some derivatives, such leverage could result in losses that exceed the original amount invested in the derivative. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company, as well as by regulatory changes.
Fixed-Income Securities Risk. The Fund invests in fixed-income securities, which are subject to interest rate risk and credit risk. Interest rate
risk refers to fluctuations in the value of a fixed-income security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. Fixed-income securities with longer maturities typically are more sensitive to changes in interest rates, making
10
them more volatile than securities with shorter maturities. Credit risk refers to the possibility that the issuer of a security will be unable and/or unwilling to make timely interest payments and/or repay the principal on its debt. Debt instruments are subject to varying degrees of credit risk, which may be reflected in credit ratings. There is a possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may occur quickly and without advance warning following sudden market downturns or unexpected developments involving an issuer, and which may adversely affect the liquidity and value of the security. Securities issued by the U.S. government historically have been subject to limited credit risk; however, the actual or threatened failure of the U.S. government to pay its obligations will increase credit risks and securities issued by U.S. government agencies are not necessarily backed by the full faith and credit of the U.S. government. Due to recent events in the fixed-income markets, including the Federal Reserve Board (“FRB”) ending its quantitative easing program, the Fund is subject to heightened interest rate risk as a result of a rise in interest rates.
In addition, the Fund is subject to the risk that interest rates may exhibit increased volatility, which could cause the Fund’s NAV to fluctuate more. A decrease in fixed-income market maker capacity may act to decrease liquidity in the fixed-income markets and act to further increase volatility, affecting the Fund’s returns.
High Yield Securities (Junk Bonds) Risk. High yield securities generally offer a higher current yield than that available from higher grade issues, but they typically involve greater risk. High yield securities generally are rated below investment grade (and commonly are referred to as “junk bonds”). The ability of issuers of high yield securities to make timely payments of interest and principal may be impacted by adverse changes in general economic conditions, changes in the financial condition of their issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell, particularly in times of negative sentiment toward high yield securities. Issuers of high yield securities may have a larger amount of outstanding debt relative to their assets than issuers of investment grade securities have. Periods of economic downturn or rising interest rates may cause the issuers of high yield securities to experience financial distress, which could adversely impact their ability to make timely payments of principal and interest and could increase the possibility of default. The market value and liquidity of high yield securities may be impacted negatively by adverse publicity and investor perceptions, whether or not based on fundamental analysis, especially in a market characterized by low trade volume.
Investments in Investment Companies Risk. Investing in other investment companies subjects the Fund to those risks affecting the investment company, including the possibility that the value of the underlying securities held by the investment company could decrease or the portfolio becomes illiquid. Moreover, the Fund will pay indirectly a proportional share of the fees and expenses of the investment companies in which it invests. Investments in an exchange-traded fund are subject to, among other risks, the risk that the exchange-traded fund’s shares may trade at a discount or premium relative to the NAV of its shares and the listing exchange may halt trading of the exchange-traded fund’s shares.
Large Shareholder Risk. Certain shareholders, including a third party investor, the Adviser or an affiliate of the Adviser, an AP, a lead market maker, or another entity, may from time to time own a substantial amount of Shares or may invest in the Fund and hold its investment for a limited period of time solely to facilitate the commencement of the Fund or to facilitate the Fund achieving a specified size or scale. There can be no assurance that any large shareholder would not redeem its investment. Dispositions of a large number of Shares by these shareholders may adversely affect the Fund’s liquidity and net assets to the extent such transactions are executed directly with the Fund in the form of redemptions through an AP, rather than executed in the secondary market. These redemptions may also force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund’s NAV and increase the Fund’s brokerage
costs. Further, such sales may accelerate the realization of taxable income and/or gains to shareholders, or the Fund may be required to sell its more liquid Fund investments to meet a large redemption, in which case the Fund’s remaining assets may be less liquid, more volatile, and more difficult to price. To the extent the Fund permits cash purchases, large purchases of Shares may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. To the extent these large shareholders transact in shares on the secondary market, such transactions may account for a large percentage of the trading volume on the Fund’s exchange and may, therefore, have a material upward or downward effect on the market price of the Shares. To the extent the Fund permits redemptions in cash, the Fund may hold a relatively large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns.
Money Market Funds Risk. Money market funds are subject to management fees and other expenses, and the Fund's investments in money market funds will cause it to bear proportionately the costs incurred by the money market funds' operations while simultaneously paying its own management fees and expenses. An investment in a money market fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency; it is possible to lose money by investing in a money market fund. To the extent that the Fund invests in money market funds, the Fund will be subject to the same risks that investors experience when investing in money market funds. These risks may include the impact of significant fluctuations in assets as a result of the cash sweep program or purchase and redemption activity in those funds.
Money market funds are open-end registered investment companies that historically have traded at a stable $1.00 per share price. However, money market funds that do not meet the definition of a “retail money market fund” or “government money market fund” under the 1940 Act are required to transact at a floating NAV per share (i.e., in a manner similar to how all other non-money market mutual funds transact), instead of at a $1.00 stable share price. Money market funds may also impose liquidity fees in certain circumstances, including times of market stress or heavy redemptions. If the Fund invested in a money market fund with a floating NAV, the impact on the trading and value of the money market instrument may negatively affect the Fund's return potential.
Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Additionally, if a sector or sectors in which the Fund is concentrated is negatively impacted to a greater extent by such events, the Fund may experience heightened volatility. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
Put and Call Options Risk. The Fund may buy and sell call and put options on futures contracts (including commodity futures contracts), commodity indices, financial indices, securities indices, currencies, financial futures, swaps and securities. A call option gives the buyer the right, but not the obligation, to purchase an underlying asset at a specified (strike) price. A put option gives the buyer the right, but not the obligation, to sell an underlying asset at a specified price. Options may be traded on a securities or futures exchange or over-the-counter. Options on commodity futures contracts are traded on the same exchange on which the underlying futures contract is listed. The Fund may purchase and sell options on commodity futures listed on U.S. and foreign futures exchanges.
11
The Fund may sell call options if they are “covered.” That means that while the call option is outstanding, the Fund must either own the security subject to the call, or, for certain types of call options, identify liquid assets
on its books that would enable it to fulfill its obligations if the option were exercised. The Fund has no limit on the amount of its total assets that may be subject to covered calls. The Fund may also sell put options. The Fund must identify liquid assets to cover any put options it sells.
Rights and Warrants Risk. Rights and warrants may be purchased directly or acquired as part of other securities. Warrants are options to purchase equity securities at a specific price during a specific period of time. The price of a warrant does not necessarily move parallel to, and is generally more volatile than, the price of the underlying security. Warrants may be significantly less valuable or worthless on their expiration date and may also be postponed or terminated early, resulting in a partial or total loss. Rights are similar to warrants, but normally have a shorter duration and are distributed directly by the issuer to its shareholders. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. Rights and warrants are highly volatile and, therefore, more susceptible to sharp declines in value than the underlying security might be. The market for rights or warrants may be very limited, and it may be difficult to sell them promptly at an acceptable price.
Risks of Futures and Options. The Fund may enter into U.S. futures contracts, options and options on futures contracts to manage cash flows. The Fund will not use futures or options for speculative purposes. The Fund intends to use futures and options contracts to limit its risk exposure to levels comparable to direct investment in securities.
An option gives a holder the right to buy or sell a specific security or an index at a specified price within a specified period of time. An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in the underlying futures contract at a specified price at any time prior to the expiration date of the option. Options can offer large amounts of leverage, which may result in the Fund’s NAV being more sensitive to changes in the value of the related instrument. The purchase of put or call options could be based upon predictions as to anticipated trends; such predictions could prove to be incorrect resulting in loss of part or all of the premium paid. The risk of trading uncovered call options in some strategies (e.g., selling uncovered stock index futures contracts) potentially is unlimited.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific instrument or index at a specified future time and at a specified price. In the event of adverse price movements, the Fund would remain required to make daily cash payments to maintain its required margin. There is no assurance that a liquid secondary market will exist for any particular futures contract at any particular time. The risk of loss in trading futures contracts potentially is unlimited.
Risk of Investing in Loans. Investments in loans are subject to interest rate risk and credit risk. Default in the payment of interest or principal on a loan will result in a reduction in the value of the loan and consequently a reduction in the value of the Fund’s investments and a potential decrease in the NAV of the Fund. Even if loans are secured by specific collateral, there can be no assurance that such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the
event of the bankruptcy of a borrower, the Fund’s access to the collateral may be limited by bankruptcy or other insolvency loans and, therefore, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a loan.
There is no organized exchange on which loans are traded and reliable market quotations may not be readily available. Therefore, elements of judgment may play a greater role in valuation of loans than for securities with a more developed secondary market and the Fund may not realize full value in the event of the need to sell a loan. To the extent that a secondary market does exist for certain loans, the market may be subject to volatility,
irregular trading activity, wide bid/ask spreads, decreased liquidity and extended trade settlement periods, any of which may impair the Fund’s ability to sell loans within its desired time frame or at an acceptable price and its ability to accurately value existing and prospective investments. Extended trade settlement periods for certain loans may result in cash not being immediately available to the Fund upon sale of the loan. As a result, the Fund may have to sell other investments with shorter settlement periods or engage in borrowing transactions to raise cash to meet its obligations.
Some loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the loans to presently existing or future indebtedness of the borrower or take other action detrimental to lenders such as invalidation of loans or causing interest previously paid to be refunded to the borrower. Investments in loans also are subject to the risk of changes in legislation or state or federal regulations. If
such legislation or regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the availability of loans
for investment by the Fund may be adversely affected. Many loans are not registered with the SEC or any state securities commission and often are not rated by any nationally recognized rating service. Generally, there is less readily available, reliable information about most loans than is the case for many other types of securities. Although a loan may be senior to equity and other debt securities in a borrower’s capital structure, such obligations may be structurally subordinated to obligations of the borrower’s subsidiaries.
Securities Lending Risk. Securities lending involves a risk of loss because the borrower may fail to return the securities in a timely manner or at all. If the Fund lends its securities and is unable to recover the securities loaned, it may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly. Any cash received as collateral for loaned securities will be invested in an affiliated money market fund. This investment is subject to market appreciation or depreciation and the Fund will bear any loss on the investment of its cash collateral.
Structured Notes Risk. Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Interest rate risk refers to fluctuations in the value of a note resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of notes tend to go down. Credit risk refers to the possibility that the issuer of a note will be unable and/or unwilling to make timely interest payments and/or repay the principal on its debt. Depending on the factors used, changes in interest rates and movement of such factors may cause significant price fluctuations. Structured notes may be less liquid than other types of securities and more volatile than the reference factor underlying the note. This means that the Fund may lose money if the issuer of the note defaults, as the Fund may not be able to readily close out its investment in such notes without incurring losses.
Swap Agreements Risk. Swap agreements are contracts among the Fund and a counterparty to exchange the return of the pre-determined underlying investment (such as the rate of return of a specified index). Swap agreements may be negotiated bilaterally and traded OTC between two parties or, in some instances, must be transacted through a futures commission merchant or swap execution facility and cleared through a clearinghouse that serves as a central counterparty. Risks associated with the use of swap agreements are different from those associated with ordinary portfolio securities transactions, due in part to the fact they could be considered illiquid and many swaps trade on the OTC market. Swaps are particularly subject to counterparty credit, correlation, valuation, liquidity and
leveraging risks. Certain standardized swaps are subject to mandatory central clearing. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not make swap transactions risk-free.
Trading Issues Risk. Investors buying or selling Shares in the secondary market may pay brokerage commissions or other charges, which may be a significant proportional cost for investors seeking to buy or sell
12
relatively small amounts of Shares. Moreover, trading in Shares on Cboe BZX Exchange, Inc. (the “Exchange”) may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged. Foreign exchanges may be open on days when Shares are not priced, and therefore, if the Fund holds securities that are primarily listed on such exchanges, the value of such securities in the Fund’s portfolio may change on days when shareholders will not be able to purchase or sell Shares.
Tax Structure of ETFs
Unlike interests in conventional mutual funds, which typically are bought and sold only at closing NAVs, the Shares are traded throughout the day in the secondary market on a national securities exchange, and are issued and redeemed principally in-kind in Creation Units at each day’s next calculated NAV. These in-kind arrangements are designed to protect shareholders from the adverse effects on the Fund’s portfolio that could arise from frequent cash creation and redemption transactions. In a conventional mutual fund, redemptions can have an adverse tax impact on taxable shareholders because the mutual fund may need to sell portfolio securities to obtain cash to meet such redemptions. These sales may generate taxable gains that must be distributed to the shareholders of the mutual fund, whereas the Shares’ in-kind redemption mechanism generally will not lead to such taxable events for the Fund or its shareholders. However, the tax advantages of investing in Shares may be less pronounced than passive ETFs because the Fund is actively managed and, therefore, may have greater turnover in its portfolio securities, which could result in less tax efficiency than an investment in a fund that is not actively managed.
The Fund may recognize gains as a result of selling its securities. The Fund also may be required to distribute any such gains to its shareholders to avoid adverse federal income tax consequences. For information concerning the tax consequences of distributions, see the section entitled “Dividends, Other Distributions and Taxes” in this prospectus.
Portfolio Holdings
A description of the Trust's policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s SAI, which is available at www.invesco.com/ETFs.
Management of the Fund
Invesco Capital Management LLC is a registered investment adviser with its offices at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515. Invesco Capital Management LLC serves as the investment adviser to the Invesco Actively Managed Exchange-Traded Commodity Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco Exchange-Traded Self-Indexed Fund Trust and Invesco India Exchange-Traded Fund Trust, a family of ETFs, with combined assets under management of $306.1 billion as of December 31, 2024.
As the Fund’s investment adviser, the Adviser has overall responsibility for selecting and continuously monitoring the Fund’s investments, managing the Fund’s business affairs and providing certain clerical, bookkeeping and other administrative services for the Trust and oversight of the Sub-Adviser.
Invesco Advisers, Inc., a subsidiary of Invesco Ltd., the parent of Invesco Capital Management LLC, is a registered investment adviser and serves as
the Fund’s investment sub-adviser. Subject to the supervision of the Adviser and the Board, the Sub-Adviser is responsible for the investment management of the Fund. The Sub-Adviser’s principal business address is 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309. In addition, the Sub-Adviser serves as the investment adviser to the Invesco mutual funds with combined assets under management of approximately $752.5 billion as of December 31, 2024.
Portfolio Managers
The Adviser and Sub-Adviser each use teams of portfolio managers, investment strategists and other investment specialists in managing the Fund. This team approach brings together many disciplines and leverages the Adviser’s and Sub-Adviser’s extensive resources. Brian Watson, CFA and Robert (Bob) Coble (the “Portfolio Managers”) are jointly and primarily responsible for the day-to-day management of the Fund.
Investment decisions for the Fund are made by investment management teams at the Sub-Adviser. Each Portfolio Manager is responsible for various functions related to portfolio management, including investing cash flows, coordinating with other team members to focus on certain asset classes, implementing investment strategy and researching and reviewing investment strategy. Each Portfolio Manager has limitations on his or her authority for risk management and compliance purposes that the Adviser or Sub-Adviser believes to be appropriate.
■
Brian Watson, CFA, Senior Portfolio Manager of the Sub-Adviser, has been responsible for the management of the Fund since February 2025 and has been associated with the Sub-Adviser and/or its affiliates since 2019. Prior to 2019, Mr. Watson was associated with OppenheimerFunds, a global asset management firm, since 2012.
■
Robert (Bob) Coble, Portfolio Manager of the Sub-Adviser, has been responsible for the management of the Fund since February 2025 and has been associated with the Sub-Adviser and/or its affiliates since 2019. Prior to 2019, Mr. Coble was associated with OppenheimerFunds, a global asset management firm, since 2014.
The Fund's SAI provides additional information about the Portfolio Managers’ compensation structure, other accounts that the Portfolio Managers manage and the Portfolio Managers' ownership of Shares.
Advisory Fees
Pursuant to an investment advisory agreement between the Adviser and the Trust (the “Investment Advisory Agreement”), the Fund pays the Adviser an annual management fee equal to 0.75% of its average daily net assets (the “Advisory Fee”).
The Advisory Fee paid by the Fund to the Adviser is an annual unitary management fee. Out of the unitary management fee, the Adviser pays the Sub-Adviser’s fees and substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest, Acquired Fund Fees and Expenses, if any, litigation expenses, and other extraordinary expenses including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser).
The Fund may invest in money market funds that are managed by affiliates of the Adviser and other funds (including ETFs) managed by the Adviser or affiliates of the Adviser (collectively, “Underlying Affiliated Investments”). The indirect portion of the advisory fees that the Fund incurs through such Underlying Affiliated Investments is in addition to the Advisory Fee payable to the Adviser by the Fund. Therefore, the Adviser has agreed to waive the Advisory Fee payable by the Fund in an amount equal to the lesser of: (i) 100% of the net advisory fees earned by the Adviser or an affiliate of the Adviser that are attributable to the Fund’s Underlying Affiliated Investments or (ii) the Advisory Fee available to be waived. This waiver does not apply to the Fund’s investment of cash collateral received for securities lending. This waiver is in place through at least August 31, 2026, and there is no guarantee that the Adviser will extend it past that date.
13
The Adviser has entered into an Investment Sub-Advisory Agreement with the Sub-Adviser. The sub-advisory fee is paid by the Adviser to the Sub-Adviser at 40% of the Adviser’s compensation of the sub-advised assets of the Fund.
A discussion regarding the Board’s basis for approving the Investment Advisory Agreement and the Investment Sub-Advisory Agreement with respect to the Fund will be available on the Fund’s website and filed on the Fund’s Form N-CSR for the fiscal period ended April 30, 2025.
How to Buy and Sell Shares
The Fund issues or redeems its Shares at NAV per Share only in Creation Units or Creation Unit Aggregations.
Most investors buy and sell Shares in secondary market transactions through brokers. Shares are listed for trading on the secondary market on the Exchange. Shares can be bought and sold throughout the trading day like other publicly traded shares. There is no minimum investment. Although Shares generally are purchased and sold in “round lots” of 100 Shares, brokerage firms typically permit investors to purchase or sell Shares in smaller “odd lots,” at no per share price differential. When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction.
The Shares trade on the Exchange under the symbol “PIPE.”
Share prices are reported in dollars and cents per Share.
APs may acquire Shares directly from the Fund, and APs may tender their Shares for redemption directly to the Fund, at NAV per Share, only in Creation Units or Creation Unit Aggregations, and in accordance with the procedures described in the SAI.
Under normal circumstances, the Fund will pay out redemption proceeds to a redeeming AP within one day after the AP’s redemption request is received, in accordance with the process set forth in the Fund’s SAI and/or as set forth in the agreement between the AP and the Fund’s distributor, or as otherwise agreed to by the Fund and the AP. However, the Fund reserves the right, including under stressed market conditions, to take up to seven days after the receipt of a redemption request to pay an AP, all as permitted by the 1940 Act. If the Fund has foreign investments in a country where local market holiday(s) prevent the Fund from delivering such foreign investments to an AP in response to a redemption request, the Fund may take up to 15 days after the receipt of the redemption request to deliver such investments to the AP.
The Fund anticipates meeting redemption requests either by paying redemption proceeds to an AP primarily through in-kind redemptions or in cash. Cash used for redemptions will be raised from the sale of portfolio assets or may come from existing holdings of cash or cash equivalents. If the Fund holds Rule 144A securities, an AP that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive those Rule 144A securities.
The Fund may liquidate and terminate at any time without shareholder approval.
Book Entry
Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares and is recognized as the record owner of all Shares for all purposes.
Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. Participants in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock
certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other stocks that you hold in book entry or “street name” form.
Share Trading Prices
The trading prices of Shares on the Exchange may differ from the Fund’s daily NAV. Market forces of supply and demand, economic conditions and other factors may affect the trading prices of Shares.
Frequent Purchases and Redemptions of Shares
Shares may be purchased and redeemed directly from the Fund only in Creation Units by APs. The vast majority of trading in Shares occurs on the secondary market and does not involve the Fund directly. In-kind purchases and redemptions of Creation Units by APs and cash trades on the secondary market are unlikely to cause many of the harmful effects of frequent purchases or redemptions of the Shares. Cash purchases and/or redemptions of Creation Units, however, can result in increased disruption of portfolio management, dilution to the Fund and increased transaction costs, which could negatively impact the Fund's ability to achieve its investment objective, and may lead to the realization of capital gains. These consequences may increase as the frequency of cash purchases and redemptions of Creation Units by APs increases. However, direct trading by APs is critical to ensuring that Shares trade at or close to NAV.
To minimize these potential consequences of frequent purchases and redemptions of Shares, the Fund imposes transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs the Fund incurs in effecting trades. In addition, the Adviser monitors trades by APs for patterns of abusive trading and the Fund reserves the right to not accept orders from APs that the Adviser has determined may be disruptive to the management of the Fund or otherwise are not in the best interests of the Fund. For these reasons, the Board has not adopted policies and procedures with respect to frequent purchases and redemptions of Shares.
Dividends, Other Distributions and Taxes
Dividends and Other Distributions
Generally, dividends from net investment income, if any, are declared and paid monthly by the Fund. To the extent that sufficient investment income is not available, some or all of the Fund’s distributions could consist primarily or entirely of “return of capital,” which is a return, in whole or in part, of the funds that you previously invested in the Fund. Please see the section of the Fund’s SAI titled “Taxes –Taxation of Fund Distributions – Return of capital distributions” for additional information regarding the tax implications of return of capital distributions. The Fund also intends to distribute its net realized capital gains, if any, to shareholders annually. Dividends and other distributions may be declared and paid more frequently to comply with the distribution requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and to avoid a federal excise tax imposed on regulated investment companies.
Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available.
Taxes
The Fund intends to qualify each year as a regulated investment company (“RIC”) and, as such, is not subject to entity-level tax on the income and gain it distributes. If you are a taxable investor, dividends and distributions
14
you receive generally are taxable to you whether you reinvest distributions in additional Shares or take them in cash. Every year, you will be sent information showing the amount of dividends and distributions you received during the prior calendar year. In addition, investors in taxable accounts should be aware of the basic tax points listed below:
Fund Tax Basics
■
The Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of the Fund, constitutes the Fund’s net investment income from which dividends may be paid to shareholders. If you are a taxable investor, distributions of net investment income generally are taxable to you as ordinary income.
■
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 the fund are bought and sold) is more likely to generate short-term capital gains than a fund with a low portfolio turnover rate.
■
Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Shares.
■
A portion of income dividends paid by the Fund 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 the Fund’s investment in stocks of domestic corporations and qualified foreign corporations. If the Fund 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.
■
The use of derivatives by the Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain.
■
Distributions declared to shareholders with a record date in October, November or December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December.
■
Any long-term or short-term capital gains realized on the sale of your Shares will be subject to federal income tax.
■
If the Fund is terminated, a shareholder will receive a liquidating distribution(s) which should be treated as payment in exchange for the Shares held by the shareholder. As a result, each shareholder should recognize gain or loss in an amount equal to the difference between the shareholder’s adjusted tax basis in his or her shares and the liquidating distribution(s) he or she receives, except to the extent the Shares are held in a tax-advantaged arrangement. A liquidating distribution may be subject to backup withholding as described below.
■
A shareholder’s cost basis information will be provided on the sale of any of the shareholder’s Shares, subject to certain exceptions for exempt recipients. Please contact the broker (or other nominee) that holds your Shares with respect to reporting of your cost basis and available elections for your account.
■
At the time you purchase your Shares, the Fund’s NAV may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying Shares just before the Fund declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, the Fund’s NAV may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you.
■
By law, if you do not provide the 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. The Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid.
■
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from taxable dispositions of Shares) of U.S. individuals, estates and trusts to the extent that such person’s “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. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
■
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.
■
Fund distributions and gains from the sale of Shares generally are subject to state and local income taxes.
■
If the Fund qualifies to pass through 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. 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.
■
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 the Fund.
■
Under the Foreign Account Tax Compliance Act (“FATCA”), a 30% withholding tax is imposed on income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is not expected). The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
■
To the extent the Fund invests in an underlying fund that is taxed as a RIC, please see the section titled “Taxes – Taxation of the Fund” in the Fund’s SAI for more information regarding the tax consequences of RICs.
■
The above discussion concerning the taxability of Fund dividends and distributions and of sales of 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.
15
Additional Considerations for Investments in Partnerships
■
Taxes, penalties, and interest associated with an audit of a partnership generally are required to be assessed and collected at the partnership level. Therefore, an adverse federal income tax audit of a partnership that the Fund invests in (including MLPs taxed as partnerships) could result in the Fund being required to pay federal income tax. The Fund may have little input in any audit asserted against a partnership and may be contractually or legally obligated to make payments in regard to deficiencies asserted without the ability to put forward an independent defense. Accordingly, even if a partnership in which the Fund invests were to remain classified as a partnership (instead of as a corporation), it could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Fund, as a direct or indirect partner of such partnership, could be required to bear the economic burden of those taxes, interest and penalties, which would reduce the value of Shares.
■
Under the Tax Cuts and Jobs Act “qualified publicly traded partnership income” is treated as eligible for a 20% deduction by noncorporate taxpayers. The legislation does not contain a provision permitting a RIC, such as the Fund, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable the Fund to pass through the special character of “qualified publicly traded partnership income” to its shareholders.
■
Some amounts received by the Fund from the MLPs in which it invests likely will be treated as returns of capital to the Fund because of accelerated deductions available to the MLPs. The receipt of returns of capital from the MLPs in which the Fund invests could cause some or all of the Fund’s distributions to be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your 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.
Taxes on Purchase and Redemption of Creation Units
To the extent that the Fund permits in-kind transactions, an AP that exchanges equity securities for a Creation Unit generally will recognize a capital gain or loss equal to the difference between the market value of the Creation Units at the time of exchange (plus any cash received by the AP as part of the issue) and the sum of the AP's aggregate basis in the securities surrendered plus any cash component paid. Similarly, an AP that redeems a Creation Unit in exchange for securities generally will recognize a capital gain or loss equal to the difference between the AP's basis in the Creation Units (plus any cash paid by the AP as part of the redemption) and the aggregate market value of the securities received (plus any cash received by the AP as part of the redemption). The IRS, however, may assert that a loss realized upon an exchange of securities for a Creation Unit, or of a Creation Unit for securities, cannot be deducted currently under the rules governing “wash sales” or on the ground that there has been no significant change in the AP's economic position. An AP exchanging securities should consult its own tax advisor(s) with respect to whether wash sale rules apply and when a loss otherwise might not be deductible.
Any capital gain or loss realized on a redemption of a Creation Unit generally is treated as long-term capital gain or loss if the Shares have been held for more than one year and as short-term capital gain or loss if the Shares have been held for one year or less, assuming that such Creation Units are held as a capital asset. If you purchase or redeem one or more Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.
The foregoing discussion summarizes some of the more important possible consequences under current federal, state and local tax law of an investment in the Fund. It is not a substitute for personal tax advice. You also may be subject to state, local
and/or foreign tax on the Fund's distributions and sales and/or redemptions of Shares. Consult your personal tax advisor(s) about the potential tax consequences of an investment in the Shares under all applicable tax laws.
Distributor
Invesco Distributors, Inc. (the “Distributor”) serves as the distributor of Creation Units for the Fund on an agency basis. The Distributor does not maintain a secondary market in Shares. The Distributor is an affiliate of the Adviser.
Net Asset Value
The NAV for the Fund will be calculated and disseminated daily on each day that the NYSE is open for trading. The Bank of New York Mellon (“BNYM”) normally calculates the Fund’s NAV as of the regularly scheduled close of business of the NYSE (normally 4:00 p.m., Eastern time). The Fund’s NAV is based on prices at the time of closing, and U.S. fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments in a particular market or exchange. NAV is calculated by deducting all of the Fund’s liabilities from the total value of its assets and then dividing the result by the number of Shares outstanding, rounding to the nearest cent. Generally, the portfolio securities are recorded in the NAV no later than the trade date plus one day. In determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are readily available and reliable are valued at market value. The Trust’s Board has designated the Adviser to fair value the Fund’s portfolio securities and other assets for which market quotations are not readily available and reliable in accordance with Board-approved policies and related Adviser procedures (the “Valuation Procedures”), subject to the Board’s oversight.
Securities listed or traded on an exchange (except convertible securities) generally are valued at the last trade price or official closing price
that day as of the close of the exchange where the security primarily trades. Securities of investment companies that are not exchange-traded (e.g., open-end mutual funds) are valued using such company’s end-of-business day NAV per share, whereas securities of investment companies that are exchange-traded are valued at the last trade price or official closing price on the exchange on which they primarily trade. Deposits, other obligations of U.S. and non-U.S. banks and financial institutions, and cash equivalents are valued at their daily account value. Fixed-income securities (including convertible securities) normally are valued on the basis of prices provided by independent pricing services. Pricing services generally value fixed-income securities assuming orderly transactions of institutional round lot size, but the Fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots, and their value may be adjusted accordingly. Futures contracts are valued at the daily settlement price set by an exchange on which they are principally traded. U.S. exchange-traded options are valued at the mean between the last bid and asked prices from the exchange on which they principally trade. Non-U.S. exchange-traded options are valued at the final settlement price set by the exchange on which they trade. Options not listed on an exchange and swaps generally are valued using pricing provided from independent pricing services. Unlisted securities will be valued using prices provided by independent pricing services or by another method that the Adviser, in its judgment, believes better reflects the security’s fair value in accordance with the Valuation Procedures. Foreign exchange-traded equity securities are valued at their market value if market quotations are available and reliable. The Adviser may use various pricing services to obtain market quotations as well as fair value prices. The Adviser may discontinue the use of any pricing service at any time.
16
At times, a listed security’s market price may not be readily available. Moreover, even when market quotations are available for a security, they may be stale or unreliable. A security’s last market quotation may become stale because, among other reasons, (i) the security is not traded frequently, (ii) the security ceased trading before its exchange closed; (iii) market or issuer-specific events occurred after the security ceased trading; or (iv) the passage of time between when the security’s trading market closes and when the Fund calculates its NAV caused the quotation to become stale. A security’s last market quotation may become unreliable because of (i) certain issuer- or security-specific events, including a merger or insolvency, (ii) events which affect a geographical area or an industry segment, such as political events or natural disasters, or (iii) market events, such as a significant movement in the U.S. market. When a security’s market price is not readily available, or the Adviser determines, in its judgment, that such price is stale or unreliable, the Adviser will value the security at fair value in
good faith using the Valuation Procedures.
Fair value pricing involves subjective judgments, and fair value pricing methods may change from time to time. Consequently, while such determinations may be made in good faith, it may nevertheless be more difficult for the Adviser to accurately assign a daily value, and Fund securities that are fair valued may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. Because of the inherent uncertainties of valuation, and the degree of subjectivity in such decisions, it is possible that a fair value determination for a security is materially different than the value that could be realized upon the sale of the security. There is no assurance that the Fund could sell a portfolio security for the value established for it at any time, and it is possible that the Fund would incur a loss if a security is sold at a discount to its established value.
Fund Service Providers
BNYM, 240 Greenwich Street, New York, New York 10286, is the administrator, custodian, transfer agent and fund accounting and dividend disbursing agent for the Fund.
Stradley Ronon Stevens & Young, LLP, 191 North Wacker Drive, Suite 1601, Chicago, Illinois 60606, and 2000 K Street, NW, Suite 700, Washington, D.C. 20006, serves as legal counsel to the Trust.
PricewaterhouseCoopers LLP (“PwC”), One North Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s independent registered public accounting firm. PwC is responsible for auditing the annual financial statements of the Fund and assists in the preparation and/or review of the Fund’s federal and state income tax returns.
17
Financial Highlights
The Fund is new and has no performance history as of the date of this prospectus. Financial information for the Fund therefore is not available.
Premium/Discount Information
Information showing the number of days the market price of the Shares was greater (at a premium) and less (at a discount) than the Fund’s NAV for the most recently completed calendar year and the most recently completed calendar quarters since that year (or the life of the Fund, if shorter) is available on the Fund’s website at www.invesco.com/ETFs.
Other Information
Continuous Offering
The method by which Creation Unit Aggregations of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Unit Aggregations of Shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as such term is used in the Securities Act, may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Unit Aggregations after placing an order with the Distributor, breaks them down into constituent Shares and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving the solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms also should note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions), and thus dealing with the Shares that are part of an overallotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act only is available with respect to transactions on a national exchange.
Delivery of Shareholder Documents–Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the
individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of the prospectus and other shareholder documents, please contact your broker-dealer. If you currently are enrolled in householding and wish to change your householding status, please contact your broker-dealer.
For More Information
For more detailed information on the Trust, the Fund and the Shares, you may request a copy of the Fund’s SAI. The SAI provides detailed information about the Fund and is incorporated by reference into this prospectus. This means that the SAI legally is a part of this prospectus. Additional information about the Fund’s investments also will appear in the Fund’s Annual and Semi-Annual Reports to Shareholders and on Form N-CSR filed with the SEC, when available. In the Fund’s Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its most recent fiscal year, when available. In Form N-CSR you will find the Fund’s annual and semi-annual financial statements. If you have questions about the Fund or Shares or you wish to obtain the SAI, Annual Report and/or Semi-Annual Report, or the Fund’s financial statements, when available, free of charge, or to make shareholder inquiries, please:
|
Call:
|
Invesco Distributors, Inc. at 1-800-983-0903
Monday through Friday
8:00 a.m. to 5:00 p.m. Central Time
|
|
Write:
|
Invesco Actively Managed Exchange-Traded Fund Trust
c/o Invesco Distributors, Inc.
11 Greenway Plaza
Houston, Texas 77046-1173
|
|
Visit:
|
www.invesco.com/ETFs
|
Reports and other information about the Fund are available on the EDGAR Database on the SEC's website at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
No person is authorized to give any information or to make any representations about the Fund and its Shares not contained in this prospectus, and you should not rely on any other information. Read and keep this prospectus for future reference.
Dealers effecting transactions in the Shares, whether or not participating in this distribution, generally are required to deliver a prospectus. This is in addition to any obligation of dealers to deliver a prospectus when acting as underwriters.
The Trust's registration number under the 1940 Act is 811-22148.
18
Investment Company Act File No. 811-22148
Invesco Actively Managed Exchange-Traded Fund Trust
STATEMENT OF ADDITIONAL INFORMATION
Dated February 13, 2025
This Statement of Additional Information (the “SAI”) for Invesco Actively Managed Exchange-Traded Fund Trust (the “Trust”), relating to the series of the Trust listed below (the "Fund"), is not a prospectus. The SAI should be read in conjunction with the prospectus (the “Prospectus”) for the Fund dated February 13, 2025, as the Prospectus may be revised from time to time.
|
Fund
|
Principal U.S. Listing Exchange
|
Ticker
|
|
Invesco SteelPath MLP & Energy Infrastructure ETF
|
Cboe BZX Exchange, Inc.
|
PIPE
|
|
|
|
|
|
|
|
|
Capitalized terms used herein that are not defined have the same meaning as in the Fund’s Prospectus, unless otherwise noted. A copy of the Fund’s Prospectus, shareholder report, and/or financial statements may be obtained without charge by writing to the Trust's Distributor, Invesco
Distributors, Inc. (the “Distributor”), 11 Greenway Plaza, Houston, Texas 77046-1173, by calling toll free 1-800-983-0903, or by visiting the Fund’s website at www.invesco.com/ETFs.
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
|
|
Page
|
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
31
|
|
|
31
|
|
|
32
|
|
|
50
|
|
|
52
|
|
|
55
|
|
|
55
|
|
|
55
|
|
|
56
|
|
|
57
|
|
|
58
|
|
|
59
|
|
|
59
|
|
|
60
|
|
|
61
|
|
|
62
|
|
|
62
|
|
|
62
|
|
|
76
|
|
|
78
|
|
|
78
|
|
|
78
|
|
|
A-1
|
i
GENERAL DESCRIPTION OF THE TRUST AND THE FUND
The Trust was organized as a Delaware statutory trust on November 6, 2007 and is authorized
to have multiple series or portfolios. The Trust is an open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust currently consists of 16 Funds. This SAI relates to one series of the Trust, Invesco SteelPath MLP & Energy Infrastructure
ETF. The Fund is classified as “non-diversified,” and as such, the Fund’s investments are not required to meet certain diversification requirements under the 1940 Act. The shares of the Fund are referred to herein as “Shares.”
The Fund seeks total return. An investment in the Fund is not a deposit with a bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Invesco Capital Management LLC (the “Adviser”), a wholly-owned subsidiary of Invesco Ltd., manages the Fund.
The Adviser has entered into an investment sub-advisory agreement with an affiliate,
Invesco Advisers, Inc. ("Invesco Advisers" or the “Sub-Adviser”), to serve as investment sub-adviser to the Fund. The Sub-Adviser is an indirect wholly-owned subsidiary of Invesco Ltd. and is a registered investment
adviser under the Investment Advisers Act of 1940 (the "Advisers Act").
The Fund will issue and redeem Shares at net asset value (“NAV”) only in aggregations of a specified number of Shares set forth in the Fund’s Prospectus (each, a “Creation Unit” or a “Creation Unit Aggregation”).
The Fund will issue and redeem Creation Units principally in exchange for a designated
basket of securities (the “Deposit Securities”), together with the deposit of a specified cash payment (the “Cash Component”), plus certain transaction fees; however, the Fund also reserves the right to permit or require Creation Units to be issued or redeemed for cash.
To the extent that the Fund issues or redeems Creation Units in exchange for Deposit
Securities, it may issue Shares in advance of receipt of such Deposit Securities subject to various conditions,
including a requirement to maintain on deposit with the Trust cash at least equal to 105% of the
market value of the missing Deposit Securities. To offset the added brokerage and other transaction costs
the Fund incurs with using cash to purchase the requisite Deposit Securities, during each instance of cash
creations or redemptions, the Fund may impose transaction fees that generally are higher than the
transaction fees associated with in-kind creations or redemptions. For more information, see the section below titled “Creation and Redemption of Creation Unit Aggregations.”
Shares of the Fund are expected to be approved for listing, subject to notice of issuance,
on Cboe BZX Exchange, Inc. (the "Exchange") . Shares will trade throughout the day on the Exchange at market prices that may be below, at, or above NAV. In the event of the liquidation of the Fund, the Trust
may decrease the number of Shares in a Creation Unit.
EXCHANGE LISTING AND TRADING
There can be no assurance that the Fund, once listed, will continue to meet the requirements
of the Exchange necessary to maintain the listing of its Shares. The Exchange may, but is
not required to, remove the Shares from listing if: (i) following the initial 12-month period beginning at
the commencement of trading of the Fund, there are fewer than 50 beneficial owners of Shares for at least 30 consecutive trading days; (ii) the Fund is no longer eligible to operate in reliance on Rule 6c-11 under the 1940 Act;
(iii) the Fund fails to meet certain continued listing standards of the Exchange; or (iv) such other event shall
occur or condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable.
The Exchange will remove the Shares from listing and trading upon termination of the Fund.
As in the case of other stocks traded on the Exchange, brokers' commissions on transactions
will be based on negotiated commission rates at customary levels.
The Trust reserves the right to adjust the price levels of the Shares in the future
to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through
stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
1
INVESTMENT RESTRICTIONS
The Fund has adopted as fundamental policies the investment restrictions numbered
(1) through (7) below. Except as noted below, the Fund, as a fundamental policy, may not:
(1) Invest more than 25% of the value of its net assets in securities of issuers in
any one industry or group of industries, except that the Fund will invest more than 25% of the value of
its net assets in securities of companies that are principally engaged in the group of industries that
comprise the energy sector. This restriction does not apply to obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities.
(2) Borrow money, except the Fund may borrow money to the extent permitted by (i)
the 1940 Act, (ii) the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) under the 1940 Act, or (iii) an exemption or other relief applicable to the Fund from
the provisions of the 1940 Act.
(3) Act as an underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended
(the “Securities Act”), in connection with the purchase and sale of portfolio securities.
(4) Make loans to other persons, except through (i) the purchase of debt securities
permissible under the Fund’s investment policies, (ii) repurchase agreements or (iii) the lending of portfolio securities, provided that no such loan of portfolio securities may be made by the
Fund if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of the Fund’s total assets.
(5) Purchase or sell physical commodities unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the Fund (i) from purchasing or selling
options, futures contracts or other derivative instruments, or (ii) from investing in securities or
other instruments backed by physical commodities).
(6) Purchase or sell real estate unless acquired as a result of ownership of securities
or other instruments (but this shall not prohibit the Fund from purchasing or selling securities
or other instruments backed by real estate or of issuers engaged in real estate activities).
(7) Issue senior securities, except as permitted under the 1940 Act.
Except for restrictions (2), (4)(iii), and (7), if the Fund adheres to a percentage
restriction at the time of investment, a later increase in percentage resulting from a change in market value
of the investment or the total assets, or the sale of a security out of the portfolio, will not constitute
a violation of that restriction. With respect to restrictions (2), (4)(iii), and (7), in the event that the Fund’s borrowings, repurchase agreements and loans of portfolio securities at any time exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed and the collateral received), less the Fund’s liabilities (other than borrowings or loans) due to subsequent changes in the value of the Fund’s assets or otherwise, within three days (excluding Sundays and holidays), the Fund will take corrective action to reduce the amount of
its borrowings, repurchase agreements and loans of portfolio securities to an extent that such borrowings,
repurchase agreements and loans of portfolio securities will not exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed and the collateral received) less the Fund’s liabilities (other than borrowings or loans).
For purposes of classifying the Fund as either a “diversified company” or a “non-diversified company” (as such terms are defined in the 1940 Act), the ultimate issuer of debt securities is
determined by the Adviser based on certain factors, such as responsibility for the payment of the obligations
of such securities and whether such issuer’s assets and revenues principally back those obligations, and/or other available information.
The foregoing fundamental investment policies cannot be changed as to the Fund without
approval by holders of a “majority of the Fund’s outstanding voting securities.” As defined in the 1940 Act, this means the
2
vote of (i) 67% or more of the Fund’s Shares present at a meeting, if the holders of more than 50% of the Fund’s Shares are present or represented by proxy, or (ii) more than 50% of the Fund’s Shares, whichever is less.
In addition to the foregoing fundamental investment policies, the Fund also is subject
to the following non-fundamental investment restrictions and policies, which may be changed by the Board of Trustees
of the Trust (the “Board”) without shareholder approval. The Fund may not:
(1) Sell securities short, unless the Fund owns or has the right to obtain securities
equivalent in kind and amount to the securities sold short at no added cost, and provided that transactions
in options, futures contracts, options on futures contracts or other derivative instruments are
not deemed to constitute selling securities short.
(2) Purchase securities on margin, except that the Fund may obtain such short-term
credits as are necessary for the clearance of transactions; and provided that margin deposits in
connection with futures contracts, options on futures contracts or other derivative instruments shall
not constitute purchasing securities on margin.
(3) Purchase securities of open-end or closed-end investment companies except in compliance
with the 1940 Act, although the Fund may not acquire any securities of registered open-end
investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F)
and 12(d)(1)(G) of the 1940 Act.
(4) Invest in direct interests in oil, gas or other mineral exploration programs or
leases; however, the Fund may invest in the securities of issuers that engage in these activities.
(5) Invest in illiquid investments if, as a result of such investment, more than 15% of the Fund’s net assets would be invested in illiquid investments.
The investment objective of the Fund is a non-fundamental policy that can be changed
by the Board without approval by shareholders upon 60 days’ prior written notice to shareholders.
In accordance with the 1940 Act and the rules thereunder, the Fund has adopted a policy
to invest, under normal circumstances, at least 80% of the value of its net assets, plus the amount
of any borrowing for investment purposes, in master limited partnership (“MLP”) investments and securities issued by energy infrastructure companies and in derivatives and other instruments that have economic
characteristics similar to MLP investments or securities issued by energy infrastructure companies (the “80% investment policy”).
The Fund’s 80% investment policy is non-fundamental. The Board may change the Fund’s 80% investment policy without shareholder approval, upon 60 days’ prior written notice to shareholders.
INVESTMENT STRATEGIES AND RISKS
Unlike conventional ETFs, the Fund is “actively managed” and does not seek to replicate the performance of a specified index. The Fund seeks to achieve its investment objective by investing
in securities included in its investment universe.
Additionally, during times of adverse market, economic, political or other conditions,
the Fund may depart temporarily from its principal investment strategies (such as by maintaining a significant
uninvested cash position that may include investments in unaffiliated or affiliated money market funds)
for defensive purposes. Doing so could help the Fund avoid losses, but may mean lost investment opportunities.
During these periods, the Fund may not achieve its investment objective.
A discussion of the Fund’s investment strategies and the risks associated with an investment in the Fund is contained in the “Summary Information—Principal Investment Strategies,” “Summary Information— Principal Risks of Investing in the Fund” and “Additional Information About the Fund’s Strategies and Risks” sections of the Fund’s Prospectus. The discussion below supplements, and should be read in conjunction with, those sections of the Fund’s Prospectus. To the extent the Fund invests in other funds, the Fund will be subject to the risks associated with such other funds, including these set forth below.
3
An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio holdings may fluctuate in accordance with changes in the value of the Fund’s portfolio holdings or other instruments or changes in the financial condition of the issuers of those portfolio
holdings and other factors that affect the market, as applicable.
An investment in the Fund also should be made with an understanding of the risks inherent
in an investment in securities, derivative instruments and other assets, including the risk
that the financial condition of issuers may become impaired or that the general condition of the securities market
may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in
the value of Shares). The Fund’s portfolio holdings are susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence and investor emotions and perceptions of the
companies issuing the securities change. Investor perceptions are based on various and unpredictable factors,
including expectations regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or regional political, economic or banking
crises.
The existence of a liquid trading market for certain securities may depend on whether
dealers will make a market in such securities. There can be no assurance that dealers will make or maintain
a market or that any such market will be or remain liquid. The price at which securities may be sold and
the value of the Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent, or if bid/ask spreads are wide.
Bonds. A bond is an interest-bearing security issued by a company, governmental unit or,
in some cases, a non-U.S. entity. The issuer of a bond has a contractual obligation to pay interest
at a stated rate on specific dates and to repay principal (the bond’s face value) either periodically (e.g., an amortizing bond) or on a specified maturity date. Bonds generally are used by corporations and governments
to borrow money from investors. Some bonds may be “callable”—i.e., an issuer may have the right to redeem or “call” a bond before maturity. In such cases, the investor may have to reinvest the proceeds at lower market
rates.
Most bonds bear interest income at a “coupon” rate that is fixed for the life of the bond. The value of a fixed rate bond usually rises when market interest rates fall, and falls when market
interest rates rise. Accordingly, a fixed rate bond’s yield (income as a percent of the bond’s current value) may differ from its coupon rate as its value rises or falls. Other types of bonds, commonly known as “floating-rate” or “variable-rate” bonds, bear income at an interest rate that is adjusted periodically, either at specific
intervals (e.g., step-up bonds, which pay an initial, fixed coupon rate for a stated period, then a
higher, pre-determined rate for subsequent periods) or upon the occurrence of a certain event (e.g., event-driven,
rating-driven, and registration-driven bonds, which may change coupon rates upon the occurrence or non-occurrence
of specified events, such as rating changes, failure to register a bond, or failure to
complete a merger). Because of their adjustable interest rates, the value of “floating-rate” or “variable-rate” bonds fluctuates much less in response to market interest rate movements than the value of fixed rate bonds.
Generally, prices of higher quality issues tend to fluctuate less with changes in
market interest rates than prices of lower quality issues and prices of longer maturity issues tend to fluctuate
more than prices of shorter maturity issues. Bonds may be senior or subordinated obligations. Senior obligations
generally have the first claim on a corporation’s earnings and assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuer’s general creditworthiness) or secured (backed by specified collateral). Some bonds may have embedded put options (i.e., a “puttable bond”) granting the holder the right to demand early repayment of principal. To repay the
debt obligation represented by a bond, a company may establish a “sinking fund,” which represents revenue set aside over a period of time to repay such debt.
The investment return of corporate bonds reflects interest on the security and changes
in the market value of the security. The market value of a corporate bond may be affected by the
credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the marketplace. There is a risk that the issuers of the bonds may not be able to meet their obligations on interest
or principal payments at the time called for by the bond.
4
Borrowing. The Fund may borrow money from a bank or another person up to the limits and for
the purposes set forth in the section “Investment Restrictions” to meet shareholder redemptions, for temporary or emergency purposes and for other lawful purposes. Borrowed money will cost the Fund
interest expense and/or other fees. The costs of borrowing may reduce the Fund’s return. Borrowing also may cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations
to repay borrowed monies. To the extent that the Fund has outstanding borrowings, it will be leveraged.
Leveraging generally exaggerates the effect on NAV of any increase or decrease in the market value of the Fund’s portfolio securities.
Under the 1940 Act, a registered investment company can borrow an amount up to 33
1/3% of its assets for temporary or emergency purposes or to allow for an orderly liquidation of securities
to meet redemption requests. If there are unusually heavy redemptions, the Fund may have to sell a portion
of its investment portfolio at a time when it may not be advantageous to do so. Selling securities under
these circumstances may result in the Fund having a lower NAV per Share.
Commercial Instruments. Commercial instruments include commercial paper, asset- backed commercial paper and other short-term corporate instruments. Commercial paper normally represents
short-term unsecured promissory notes issued in bearer form by banks or bank holding companies,
corporations, finance companies and other issuers. Commercial paper may be traded in the secondary market
after its issuance. Asset-backed commercial paper is issued by a special purpose entity that is organized
to issue the commercial paper and to purchase trade receivables or other financial assets. The
credit quality of asset backed commercial paper depends primarily on the quality of these assets and the level
of any additional credit support.
Equity Securities. Equity securities represent ownership interests in a company or partnership and consist of common stocks, preferred stocks, warrants to acquire common stock, securities
convertible into common stock, and investments in master limited partnerships. Investments in equity
securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations
in the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate.
The value of equity securities may fall as a result of factors directly relating to the issuer, such as decisions
made by its management or lower demand for its products or services. An equity security’s value also may fall because of factors affecting not just the issuer, but also companies in the same industry or in a number of different
industries, such as increases in production costs. The value of an issuer’s equity securities also may be affected by changes in financial markets that are relatively unrelated to the issuer or its industry, such
as changes in interest rates or currency exchange rates. Global stock markets, including the U.S. stock market, tend
to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline.
Equity securities may include:
●
Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event
an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred
stock take precedence over the claims of those who own common stock.
●
Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer that pays
dividends at a specified rate and that has precedence over common stock in the payment
of dividends. Preferred stocks may pay fixed or adjustable rates of return. Preferred stocks usually
do not have voting rights. In the event an issuer is liquidated or declares bankruptcy, the claims of
owners of preferred stock take precedence over the claims of those who own common stock, but are subordinate
to those of bond owners.
●
Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into
shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange
ratio. A convertible security may also be called for redemption or conversion by the issuer
after a particular date and under certain circumstances (including a specified price) established upon issue.
If a convertible security held by the Fund is called for redemption or conversion, the Fund could be
required to tender it for redemption, convert it into the underlying common stock, or sell it to a third
party. In the event an
5
issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence
over the claims of those who own convertible securities.
Convertible securities generally have less potential for gain or loss than common
stocks. Convertible securities generally provide yields higher than the underlying common stocks, but
generally lower than comparable nonconvertible securities. Because of this higher yield, convertible securities
generally sell at a price above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible
securities will vary over time depending on changes in the value of the underlying common stocks
and interest rates. When the underlying common stocks decline in value, convertible securities
tend not to decline to the same extent because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities. However, securities that are convertible
other than at the option of the holder generally do not limit the potential for loss to the same extent
as securities convertible at the option of the holder. When the underlying common stocks rise in
value, the value of convertible securities may also be expected to increase. At the same time, however,
the difference between the market value of convertible securities and their conversion value will
narrow, which means that the value of convertible securities will generally not increase to the same extent
as the value of the underlying common stocks. Because convertible securities may also be interest-rate
sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible
securities are also subject to credit risk, and are often lower-quality securities.
●
Small and Medium Capitalization Issuers. Investing in equity securities of small and medium capitalization companies often involves greater risk than do investments in larger
capitalization companies. This increased risk may be due to greater business risks customarily associated
with a smaller size, limited markets and financial resources, narrow product lines and frequent
lack of depth of management. The securities of smaller companies are often traded in the over-the-counter (“OTC”) market and even if listed on a national securities exchange may not be traded in volumes
typical for that exchange. Consequently, the securities of smaller companies are less likely to be
liquid, may have limited market stability, and may be subject to more abrupt or erratic market movements
than securities of larger, more established growth companies or market averages in general.
●
Warrants. Warrants are instruments that entitle the holder to buy an equity security at a specific
price for a specific period of time. Changes in the value of a warrant do not necessarily correspond
to changes in the value of its underlying security. The price of a warrant may be more volatile
than the price of its underlying security, and a warrant may offer greater potential for capital appreciation
as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect
to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases
to have value if it is not exercised prior to its expiration date. These factors can make warrants more
speculative than other types of investments.
●
Rights. A right is a privilege granted to existing shareholders of a corporation to subscribe
to shares of a new issue of common stock before it is issued. Rights normally have a short life of
usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock
at a price lower than the public offering price. An investment in rights may entail greater risks than certain
other types of investments. Generally, rights do not carry the right to receive dividends or exercise
voting rights with respect to the underlying securities, and they do not represent any rights in the
assets of the issuer. In addition, their value does not necessarily change with the value of the underlying
securities, and they cease to have value if they are not exercised on or before their expiration date.
Investing in rights increases the potential profit or loss to be realized from the investment as compared
with investing the same amount in the underlying securities.
Counterparty Risk. The Fund’s investments in derivatives (such as swaps and forward contracts) may involve counterparties, which subjects the Fund to counterparty risk. Counterparty
risk is the risk that the other party in an agreement or a participant to a transaction, such as a swap counterparty,
might default on a contract or fail to perform by not paying amounts due or fulfilling the delivery conditions
of the contract or
6
transaction. In that event, the Fund will have contractual remedies pursuant to the
agreements related to the transaction. However, the Fund could experience lengthy delays in recovering its assets
and may not receive any recovery at all. Further, there is a risk that no suitable counterparties will
be willing to enter into, or continue to enter into, transactions with the Fund, which may cause the Fund to experience
difficulty in purchasing or selling these instruments in a timely manner.
Corporate Bonds. The investment return of corporate bonds reflects interest on the security and changes in the market value of the security. The market value of a corporate bond
may be affected by the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the market place. There is a risk that the issuers of the securities may not be able to meet
their obligations on interest or principal payments at the time called for by an instrument.
Artificial Intelligence Risk. The rapid development and increasingly widespread use of certain artificial intelligence technologies, including machine learning models and generative artificial
intelligence (collectively “AI Technologies”), may adversely impact markets, the overall performance of the Fund's investments, or the services provided to the Fund by its service providers. For example, issuers in which
the Fund invests and/or service providers to the Fund (including, without limitation, the Fund’s investment adviser, sub-adviser, fund accountant, custodian, or transfer agent) may use and/or expand the use of AI Technologies
in their business operations, and the challenges with properly managing its use could result in reputational
harm, competitive harm, legal liability, and/or an adverse effect on business operations. AI Technologies
are highly reliant on the collection and analysis of large amounts of data and complex algorithms, and it is
possible that the information provided through use of AI Technologies could be insufficient, incomplete,
inaccurate or biased leading to adverse effects for the Fund, including, potentially, operational errors
and investment losses. Additionally, the use of AI Technologies could impact the market as a whole, including
by way of use by malicious actors for market manipulation, fraud and cyberattacks, and may face regulatory
scrutiny in the future, which could limit the development of this technology and impede the growth
of companies that develop and use AI.
To the extent the Fund invests in companies that are involved in various aspects of
AI Technologies, it is particularly sensitive to the risks of those types of companies. These risks include,
but are not limited to, small or limited markets for such securities, changes in business cycles, world economic
growth, technological progress, rapid obsolescence, and government regulation. Such companies may have limited
product lines, markets, financial resources or personnel. Securities of such companies, especially
smaller, start-up companies, tend to be more volatile than securities of companies that do not rely
heavily on technology. Rapid change to technologies that affect a company’s products could have a material adverse effect on such company’s operating results. Companies that are extensively involved in AI Technologies also may rely heavily on a combination of patents, copyrights, trademarks and trade secret laws
to establish and protect their proprietary rights in their products and technologies. There can be no assurance
that the steps taken by these companies to protect their proprietary rights will be adequate to prevent the
misappropriation of their technology or that competitors will not independently develop technologies that are
substantially equivalent or superior to such companies’ technology. Such companies may engage in significant amounts of spending on research and development, and there is no guarantee that the products or services
produced by these companies will be successful.
Actual usage of AI Technologies by the Fund’s service providers and issuers in which the Fund invests will vary. AI Technologies and their current and potential future applications, and the
regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the
full extent of future applications or regulations and the associated risks to the Fund.
Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business,
the Fund, like all companies, may be susceptible to operational, information security
and related risks. Cybersecurity incidents involving the Fund or its service providers (including, without limitation, the Fund’s investment adviser, sub-adviser,fund accountant, custodian, transfer agent and financial
intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting
in financial losses, impediments to trading, the inability of Fund shareholders to transact business, violations
of applicable privacy
7
and other laws, regulatory fines, penalties, reputational damage, reimbursement or
other compensation costs, and/or additional compliance costs.
Cybersecurity incidents can result from deliberate cyberattacks or unintentional events
and may arise from external or internal sources. Cyberattacks may include infection by malicious
software or gaining unauthorized access to digital systems, networks or devices that are used to service the Fund’s operations (e.g., by “hacking” or “phishing”). Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites
(i.e., efforts to make network services unavailable to intended users). These cyberattacks could cause the
misappropriation of assets or personal information, corruption of data or operational disruptions. Geopolitical
tensions may, from time to time, increase the scale and sophistication of deliberate cyberattacks.
Similar adverse consequences could result from cybersecurity incidents affecting issuers
of securities in which the Fund invests, counterparties with which the Fund engages, governmental and
other regulatory authorities, exchanges and other financial market operators, banks, brokers, dealers,
insurance companies, other financial institutions and other parties. In addition, substantial costs may
be incurred in order to prevent any cybersecurity incidents in the future. Although the Fund’s service providers may have established business continuity plans and risk management systems to mitigate cybersecurity risks,
there can be no guarantee or assurance that such plans or systems will be effective, or that all risks
that exist, or may develop in the future, have been completely anticipated and identified or can be protected
against. The Fund and its shareholders could be negatively impacted as a result.
The rapid development and increasingly widespread use of AI Technologies (as discussed under “Artificial Intelligence Risk” herein) could increase the effectiveness of cyberattacks and exacerbate the risks.
Derivatives Risk. Derivatives are financial instruments that derive their performance from an underlying
asset, index, interest rate or currency exchange rate. Derivatives are subject to
a number of risks including credit risk, interest rate risk, and market risk. They also involve the risk that
changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The
counterparty to a derivative contract might default on its obligations.
Derivatives can be volatile and may be less liquid than other securities. As a result,
the value of an investment in the Fund that invests in derivatives may change quickly and without
warning. For some derivatives, it is possible to lose more than the amount invested in the derivative.
Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If
the Fund uses derivatives to “hedge” a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the portfolio of the Fund.
Over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other
party to the contract will not fulfill its contractual obligation to complete the transaction with the Fund. Changes
in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments
as a part of its investment strategy, which could make the investment strategy more costly to implement or require
the Fund to change its investment strategy. Compared to other types of investments, derivatives may be
harder to value and may also be less tax efficient. To the extent that the Fund uses derivatives for hedging
or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between
the value of the derivative instrument and the value of the instrument being hedged or the relevant
market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk
that during adverse market conditions, an instrument which would usually operate as a hedge provides no
hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company.
Duration and Maturity of the Fund’s Portfolio. Duration is a measure of the expected life of a security on a current-value basis expressed in years, using calculations that consider the security’s yield, coupon interest payments, final maturity and call features.
8
While a debt security’s maturity can be used to measure the sensitivity of the security’s price to changes in interest rates, the term to maturity of a security does not take into account the
pattern (or expected pattern) of the security’s payments of interest or principal prior to maturity. Duration, on the other hand, measures the length of the time interval from the present to the time when the interest and principal
payments are scheduled to be received (or, in the case of a mortgage-related security, when the
interest and principal payments are expected to be received). Duration calculations weigh the present value
of each such payment by the time in years until such payment is expected to be received. If the interest
payments on a debt security occur prior to the repayment of principal, the duration of the security is less than
its stated maturity. For zero-coupon securities, duration and term to maturity are equal. Absent other factors, the lower
the stated or coupon rate of interest on a debt security or the longer the maturity or the lower
the yield-to-maturity of the debt security, the longer the duration of the security. Conversely, the higher the
stated or coupon rate of interest, the shorter the maturity or the higher the yield-to-maturity of a debt security,
the shorter the duration of the security.
Futures, options and options on futures in general have durations that are closely
related to the duration of the securities that underlie them. Holding long futures positions or call option
positions will tend to lengthen the portfolio’s duration.
In some cases the standard effective duration calculation does not properly reflect
the interest rate exposure of a security. For example, floating and variable rate securities often have
final maturities of ten or more years. However, their exposure to interest rate changes corresponds to the frequency
of the times at which their interest coupon rate is reset. In the case of mortgage pass-through securities,
the stated final maturity of the security is typically 30 years, but current rates of prepayments are
more important to determine the security’s interest rate exposure. In these and other similar situations, the investment adviser will use other analytical techniques that consider the economic life of the security as well
as relevant macroeconomic factors (such as historical prepayment rates) in determining the Fund’s effective duration.
ETFs Risk. The Fund may invest in other ETFs. The Fund’s investment performance may depend on the investment performance of the ETFs in which it invests. Similarly, the Fund may be
subject to the risks associated with those ETFs. The Fund will pay indirectly a proportional share of the
fees and expenses of the ETFs in which it invests, while continuing to pay its own unitary management fee.
As a result, shareholders indirectly will absorb duplicate levels of fees with respect to investments in other
ETFs. In addition, at times certain segments of the market represented by the ETFs in which the Fund invests may
be out of favor and underperform other segments.
Foreign Currency Transactions. The Fund's transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may give rise to ordinary income or loss to the extent such
income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could
increase or decrease the Fund's ordinary income distributions to you, and may cause some or all of the
Fund's previously distributed income to be classified as a return of capital. In certain cases, the
Fund may make an election to treat such gain or loss as capital.
Foreign Investment Risks. Investment in foreign securities involves risks and considerations not present in domestic investments. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements comparable to those applicable
to U.S. companies. The securities of non-U.S. issuers generally are not registered with the SEC, nor
are the issuers thereof usually subject to the SEC’s reporting requirements. Accordingly, there may be less publicly available information about foreign securities and issuers than is available with respect to
U.S. securities and issuers. Foreign securities markets, while growing in volume, have for the most part substantially
less volume than United States securities markets, and securities of foreign companies are generally
less liquid and at times their prices may be more volatile than prices of comparable United States companies.
Foreign stock exchanges, brokers and listed companies generally are subject to less government supervision
and regulation than in the United States. The customary settlement time for foreign securities may
be longer than the customary settlement time for United States securities. The Fund’s income and gains from foreign issuers
9
may be subject to non-U.S. withholding or other taxes, thereby reducing its income
and gains. In addition, with respect to some foreign countries, there is the increased possibility of expropriation
or confiscatory taxation, limitations on the removal of funds or other assets of the Fund, political or social
instability, or diplomatic developments which could affect the investments of the Fund in those countries. Moreover,
individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects
as growth of gross national product, rate of inflation, rate of savings and capital reinvestment, resource
self-sufficiency and balance of payments positions.
Securities of many foreign issuers may be less liquid and their prices more volatile
than securities of comparable U.S. issuers. In addition, foreign securities exchanges and brokers generally
are subject to less governmental supervision and regulation than in the U.S., and foreign securities exchange
transactions usually are subject to fixed commissions, which generally are higher than negotiated
commissions on U.S. transactions. In addition, foreign securities exchange transactions may be subject
to difficulties associated with the settlement of such transactions. Delays in settlement could result in temporary
periods when assets of the Fund are uninvested and no return is earned thereon. The inability of the Fund
to make intended security purchases due to settlement problems could cause it to miss attractive opportunities.
Inability to dispose of a portfolio security due to settlement problems either could result in
losses to the Fund due to subsequent declines in value of the portfolio security or, if the Fund has entered
into a contract to sell the security, could result in possible liability to the purchaser. The Adviser or Sub-Adviser
will consider such difficulties when determining the allocation of the Fund’s assets.
Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency transactions (a) in anticipation of, or to protect itself against, fluctuations in exchange rates
or (b) to increase or decrease its exposure to foreign currencies. A forward foreign currency contract is an obligation
to buy or sell a particular currency in exchange for another currency, which may be U.S. dollars, at
a specified exchange rate on a future date. Forward foreign currency contracts are typically individually negotiated
and privately traded by currency traders and their customers in the interbank market. The Fund may enter
into forward foreign currency contracts with respect to a specific purchase or sale of a security, or with
respect to its portfolio positions generally.
At the maturity of a forward foreign currency contract, the Fund may either exchange
the currencies specified at the maturity of the contract or, prior to maturity, enter into a closing
transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward
foreign currency contracts may or may not be effected with the counterparty to the original forward
contract. The Fund may also enter into forward foreign currency contracts that do not provide for physical
exchange of the two currencies on the settlement date but instead provide for settlement by a single cash
payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement
based upon an agreed upon notional amount. These contracts are known as “non-deliverable forwards”.
Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered
swaps, and therefore are included in the definition of commodity interests. Although non-deliverable
forwards have historically been traded in the OTC market, as swaps they may in the future be required
to be centrally cleared and traded on public execution facilities. Forward foreign currency contracts
that qualify as deliverable forwards are not regulated as swaps for most purposes, and are not included in the
definition of commodity interests. However these forwards are subject to some requirements applicable to swaps,
including reporting to swap data repositories, margin requirements, documentation requirements, and business
conduct rules applicable to swap dealers. CFTC regulation of forward foreign currency contracts,
especially non-deliverable forwards, may restrict the Fund’s ability to use these instruments in the manner described above.
The cost to the Fund of engaging in forward foreign currency contracts varies with
factors such as the currencies involved, the length of the contract period, differences in prevailing
interest rates in the jurisdictions associated with the two currencies and the prevailing market conditions. Because forward
foreign currency contracts are usually entered into on a principal basis, no fees or commissions are
typically involved. The use of forward foreign currency contracts for hedging does not eliminate fluctuations
in the prices of the underlying securities the Fund owns or intends to acquire, but it does establish a rate of exchange
in advance. While
10
forward foreign currency contract sales limit the risk of loss due to a decline in
the value of the hedged currencies, they also limit any potential gain that might result should the value
of the currencies increase.
Futures. Futures contracts are used to simulate full investment, to facilitate trading or
to reduce transaction costs.
Futures contracts provide for the future sale by one party and purchase by another
party (a “Counterparty”) of a specified amount of a specific instrument or index at a specified future time and at a specified price. Stock index contracts are futures contracts based on indices that
reflect the market value of common stock of the firms included in the indices. This type of futures contract differs
from over-the-counter futures contracts (“OTC futures”), which are negotiated directly with a Counterparty. As such, investments in stock index futures contracts do not subject the Fund to the standard counterparty
risks of OTC futures, which include the risk that the Counterparty will default on its obligations. In the futures
markets, the exchange clearing corporation takes the other side in all transactions, either buying or selling
directly to the market participants. The clearinghouse acts as the counterparty to all exchange-traded futures
contracts. That is, the Fund’s obligation is to the clearinghouse, and the Fund will look to the clearinghouse to satisfy the Fund’s rights under the futures contract.
To the extent that the Fund does invest in OTC futures, it will be subject to credit
risk with respect to a Counterparty. The Fund may obtain only a limited recovery, or no recovery at all,
or may experience significant delays in obtaining recovery if a futures contract Counterparty experiences
financial difficulties and becomes bankrupt or otherwise fails to perform its obligations under the OTC futures
contract.
A futures contract provides for a specified settlement month in which the cash settlement
is made or in which the underlying asset or financial instrument is to be delivered by the seller
(whose position is therefore described as “short”) and acquired by the purchaser (whose position is therefore described as “long”). There is no purchase price paid or received on the purchase or sale of a futures contract.
Instead, an amount of cash or cash equivalents must be deposited with the broker as “initial margin.” This amount varies based on the requirements imposed by the exchange clearing houses, but may be lower than 5%
of the notional value of the contract. This margin deposit provides collateral for the obligations of the
parties to the futures contract. This initial margin is in the nature of a performance bond or good faith deposit on
the contract and is returned to the Fund upon termination of the futures contract, assuming all contractual obligations
have been satisfied. Subsequent payments, known as “variation margin,” to and from the broker will be made daily as the price of the index underlying the futures contract fluctuates, making the long and short positions
in the futures contract more or less valuable, a process known as “marking-to-market.” At any time prior to expiration of a futures contract, the Fund may elect to close the position by taking an opposite position,
which will operate to terminate the Fund’s existing position in the contract.
Futures and Options. The Fund may utilize exchange-traded futures and options contracts and swap agreements.
An option on a futures contract, as contrasted with the direct investment in such
a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying
futures contract at a specified exercise price at any time prior to the expiration date of the option in
the case of an American option, or only upon the expiration date in the case of a European option. Upon exercise of
an option, the delivery of the futures position by the writer of the option to the holder of the option will
be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the futures contract exceeds (in the case of a call) or is less than
(in the case of a put) the exercise price of the option on the futures contract. The potential for loss related
to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction
costs. Because the value of the option is fixed at the point of purchase, there are no daily cash payments by
the purchaser to reflect changes in the value of the underlying contract; however, the value of the option
changes daily and that change would be reflected in the NAV of the Fund. The potential for loss related to
writing call options on equity securities or indices is unlimited. The potential for loss related to writing
put options is limited only by the aggregate strike price of the put option less the premium received.
11
There are several risks accompanying the utilization of futures contracts and options
on futures contracts. First, while the Fund plans to utilize futures contracts only if an active market
exists for such contracts, there is no guarantee that a liquid market will exist for the contract at a specified time.
The risk of loss in trading futures contracts or uncovered call options in some strategies
(e.g., selling uncovered stock index futures contracts) is potentially unlimited. The risk of a futures
position may still be large as traditionally measured due to the low margin deposits required. In many cases,
a relatively small price movement in a futures contract may result in immediate and substantial loss
or gain to the investor relative to the size of a required margin deposit.
There is the risk of loss of margin deposits in the event of bankruptcy of a broker
with whom the Fund has an open position in the futures contract or option; however, this risk is substantially
minimized because (a) of the regulatory requirement that the broker has to “segregate” customer funds from its corporate funds, and (b) in the case of regulated exchanges in the United States, the clearing corporation
stands behind the broker to make good losses in such a situation. The purchase of put or call options could be
based upon predictions by the Sub-Adviser as to anticipated trends, which predictions could prove to be incorrect
and a part or all of the premium paid therefore could be lost.
Because the futures market imposes less burdensome margin requirements than the securities
market, an increased amount of participation by speculators in the futures market could result
in price fluctuations. Certain financial futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the maximum amount by which the price
of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made
on that day at a price beyond that limit. It is possible that futures contract prices could move to the daily
limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures
positions and subjecting the Fund to substantial losses. In the event of adverse price movements, the Fund
would be required to make daily cash payments of variation margin.
General Risks of Futures. The use of futures contracts involves special considerations and risks, as described below.
(1)
Successful use of hedging and non-hedging transactions depends upon the Adviser’s or Sub-Adviser’s ability to correctly predict the direction of changes in the value of the applicable markets and securities. There can be no assurance that any particular hedging strategy will
succeed.
(2)
In a hedging transaction, there might be imperfect correlation, or even no correlation,
between the price movements of an instrument (such as a futures contract) and the price movements
of the investments being hedged. Such a lack of correlation might occur due to factors unrelated
to the value of the investments being hedged, such as changing interest rates, market liquidity,
and speculative or other pressures on the markets in which the hedging instrument is traded.
(3)
Hedging strategies, if successful, can reduce risk of loss by wholly or partially
offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging
strategies can also reduce opportunity for gain by offsetting the positive effect
of favorable price movements in the hedged instruments.
(4)
There is no assurance that a liquid secondary market will exist for any particular
futures contract at any particular time.
(5)
As described above, the Fund might be required to make margin payments when it takes
positions in instruments involving obligations to third parties. If the Fund were unable to
close out its positions in such instruments, it might be required to continue to make such payments until
the position expired or matured. The requirements might impair the Fund’s ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require
that the Fund sell a portfolio security at a disadvantageous time.
(6)
There is no assurance that the Fund will use hedging transactions. For example, if
the Fund
12
determines that the cost of hedging will exceed the potential benefit to the Fund,
the Fund will not enter into such transaction.
(7)
Non-hedging transactions present greater profit potential but also involve increased
risk relative to hedging transactions.
Illiquid Investments. The Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid
investments. For purposes of this 15% limitation, illiquid investment means any investment that the
Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days
or less without the sale or disposition significantly changing the market value of the investment, as determined
pursuant to the 1940 Act and applicable rules and regulations thereunder. The Fund will monitor its portfolio
liquidity on an ongoing basis to determine whether, in light of current circumstances, the appropriate level
of liquidity is being maintained, and will take steps to ensure it adjusts its liquidity consistent with
the policies and procedures adopted by the Trust on behalf of the Fund. The existence of a liquid trading market
for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance
that dealers will make or maintain a market or that any such market will be or remain liquid. The price
at which securities may be sold and the value of Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent, or if bid/ask spreads are wide.
Lending Portfolio Securities. From time to time, the Fund (as the Adviser shall so determine) may lend its portfolio securities (principally to brokers, dealers or other financial institutions)
to generate additional income. Such loans are callable at any time and are secured continuously by segregated
collateral equal to at least 102% (105% for international securities) of the market value, determined daily,
of the loaned securities. The Fund may lend portfolio securities to the extent of one-third of its total assets.
The Fund will loan its securities only to parties that the Adviser has determined are in good standing and when, in the Adviser’s judgment, the potential income earned would justify the risks.
Although voting rights may pass with the lending of portfolio securities, the Fund
will be entitled to call loaned securities, or otherwise obtain rights to vote or consent, when deemed necessary
by the Adviser with respect to a material event affecting securities on loan. The Fund would receive income
in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral
or on the investment of any cash collateral.
Securities lending involves a risk of loss because the borrower may fail to return
the securities in a timely manner or at all. If the borrower defaults on its obligation to return the securities
loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering securities
loaned or gaining access to the collateral. If the Fund is not able to recover the securities loaned,
the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails
a risk of loss to the Fund if, and to the extent that, the market value of the loaned securities increases
and the collateral is not increased accordingly. Securities lending also involves exposure to operational risk
(the risk of loss resulting from errors in the settlement and accounting process) and “gap risk” (the risk that the return on cash collateral reinvestments will be less than the fees paid to the borrower).
Any cash received as collateral for loaned securities will be invested, in accordance with the Fund’s investment guidelines, in an affiliated money market fund. Investing this cash subjects
that investment to market appreciation or depreciation. For purposes of determining whether the Fund
is complying with its investment policies, strategies and restrictions, the Fund or the Adviser will consider
the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset.
The Fund will bear any loss on the investment of cash collateral. The Fund may have to pay the borrower a fee
based on the amount of cash collateral.
For a discussion of the federal income tax considerations relating to lending portfolio
securities, see “Taxes.”
Leverage Risk. Leverage exists when the Fund can lose more than it originally invests because it
purchases or sells an instrument or enters into a transaction without investing an
amount equal to the full
13
economic exposure of the instrument or transaction. Leverage may cause the portfolio
of the Fund to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate
the effect of any increase or decrease in the value of securities held by the Fund. The use of some
derivatives may result in economic leverage, which does not result in the possibility of the Fund incurring
obligations beyond its initial investment, but that nonetheless permits the Fund to gain exposure that is greater
than would be the case in an unleveraged instrument.
Loans. Loans consist generally of obligations of companies and other entities (collectively, “borrowers”) incurred for the purpose of reorganizing the assets and liabilities of a borrower;
acquiring another company; taking over control of a company (leveraged buyout); temporary refinancing; or financing
internal growth or other general business purposes. Loans often are obligations of borrowers who have
incurred a significant percentage of debt compared to equity issued and thus are highly leveraged.
Loans may be acquired by direct investment as a lender at the inception of the loan
or by assignment of a portion of a loan previously made to a different lender or by purchase of a participation
interest. If the Fund makes a direct investment in a loan as one of the lenders, it generally acquires the
loan at par. This means it receives a return at the full interest rate for the loan. If the Fund acquires its
interest in loans in the secondary market or acquires a participation interest, the loans may be purchased or sold above,
at, or below par, which can result in a yield that is below, equal to, or above the stated interest rate of
the loan.
When the Fund acts as one of a group of lenders originating a senior loan, it may
participate in structuring the senior loan and have a direct contractual relationship with the borrower, may
enforce compliance by the borrower with the terms of the loan agreement and may have rights with respect to
any funds acquired by other lenders through set-offs. Lenders also have full voting and consent rights under
the applicable loan agreement. Action subject to lender vote or consent generally requires the vote or
consent of the holders of some specified percentage of the outstanding principal amount of the senior loan.
Certain decisions, such as reducing the amount of interest on or principal of a senior loan, releasing collateral,
changing the maturity of a senior loan or a change in control of the borrower, frequently require the unanimous
vote or consent of all lenders affected.
When the Fund is a purchaser of an assignment, it succeeds to all the rights and obligations
under the loan agreement of the assigning lender and becomes a lender under the loan agreement
with the same rights and obligations as the assigning lender. These rights include the ability to vote
along with the other lenders on such matters as enforcing the terms of the loan agreement (e.g., declaring defaults,
initiating collection action, etc.). Taking such actions typically requires at least a vote of the lenders holding
a majority of the investment in the loan and may require a vote by lenders holding two-thirds or more of the investment
in the loan. Assignments may be arranged through private negotiations and the rights and obligations
acquired by the purchase of an assignment may differ from, and be more limited than, those held by
the assigning lender.
A participation interest represents a fractional interest in a loan held by the lender
selling the participation interest. In the case of participations, a buyer will not have any direct contractual
relationship with the borrower, and its rights to consent to modifications of the loan are limited and it
is dependent upon the participating lender to enforce such rights upon a default. The Fund will have the
right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling
the participation and only upon receipt by the lender of the payments from the borrower.
The Fund may be subject to the credit of both the agent and the lender from whom the
Fund acquires a participation interest. These credit risks may include delay in receiving payments
of principal and interest paid by the borrower to the agent or, in the case of a participation, offsets by the lender's
regulator against payments received from the borrower. In the event of the borrower's bankruptcy, the
borrower's obligation to repay the loan may be subject to defenses that the borrower can assert as a result
of improper conduct by the agent.
Historically, the amount of public information available about a specific loan has
been less extensive than if the loan were registered or exchange-traded.
14
Certain loans will be secured and senior to other indebtedness of a borrower. Each
loan generally will be secured by collateral such as accounts receivable, inventory, equipment, real estate,
intangible assets such as trademarks, copyrights and patents, and securities of subsidiaries or affiliates.
Collateral also may include guarantees or other credit support by affiliates of the borrower. The value of the
collateral generally will be determined by reference to financial statements of the borrower, by an independent
appraisal, by obtaining the market value of such collateral, in the case of cash or securities if readily
ascertainable, or by other customary valuation techniques considered appropriate by the Adviser or Sub-Adviser.
The value of collateral may decline after the Fund's investment, and collateral may be difficult to sell in
the event of default. Consequently, the Fund may not receive all the payments to which it is entitled. The
loan agreement may or may not require the borrower to pledge additional collateral to secure the senior
loan if the value of the initial collateral declines. In certain circumstances, the loan agreement may authorize the
agent to liquidate the collateral and to distribute the liquidation proceeds pro rata among the lenders.
By virtue of their senior position and collateral, senior loans typically provide lenders with the first right
to cash flows or proceeds from the sale of a borrower's collateral if the borrower becomes insolvent (subject to
the limitations of bankruptcy law, which may provide higher priority to certain claims such as employee salaries,
employee pensions, and taxes). This means senior loans generally are repaid before unsecured bank loans,
corporate bonds, subordinated debt, trade creditors, and preferred or common stockholders. To the extent
that the Fund invests in unsecured loans, if the borrower defaults on such loan, there is no specific collateral
on which the lender can foreclose. If the borrower defaults on a subordinated loan, the collateral may
not be sufficient to cover both the senior and subordinated loans. In addition, if the loan is foreclosed, the
Fund could become part owner of any collateral and could bear the costs and liabilities of owning and disposing
of the collateral.
Senior loans typically pay interest at least quarterly at rates which equal a fixed
percentage spread over a base rate, such as SOFR or an ARR. For example, if SOFR was 3% and the borrower was
paying a fixed spread of 2.50%, the total interest rate paid by the borrower would be 5.50%.
Although a base rate such as SOFR can change every day, loan agreements for senior
loans typically allow the borrower the ability to choose how often the base rate for its loan will
change. A single loan may have multiple reset periods at the same time, with each reset period applicable to
a designated portion of the loan. Such periods can range from one day to one year, with most borrowers choosing
monthly or quarterly reset periods. During periods of rising interest rates, borrowers will tend to choose
longer reset periods, and during periods of declining interest rates, borrowers will tend to choose shorter
reset periods. The fixed spread over the base rate on a senior loan typically does not change.
Senior loans usually have mandatory and optional prepayment provisions. Because of
prepayments, the actual remaining maturity of senior loans may be considerably less than their stated
maturity.
Senior loans generally are arranged through private negotiations between a borrower
and several financial institutions represented by an agent who is usually one of the originating
lenders. In larger transactions, it is common to have several agents; however, generally only one such
agent has primary responsibility for ongoing administration of a senior loan. Agents typically are paid
fees by the borrower for their services.
The agent is responsible primarily for negotiating the loan agreement which establishes
the terms and conditions of the senior loan and the rights of the borrower and the lenders. The
agent is paid a fee by the borrower for its services. The agent generally is required to administer and manage
the senior loan on behalf of other lenders. The agent also is responsible for monitoring collateral and for
exercising remedies available to the lenders such as foreclosure upon collateral. The agent may rely on independent
appraisals of specific collateral. The agent need not, however, obtain an independent appraisal of assets
pledged as collateral in all cases. The agent generally also is responsible for determining that the lenders have
obtained a perfected security interest in the collateral securing a senior loan. The Fund normally relies
on the agent to collect principal of and interest on a senior loan. Furthermore, the Fund may also rely in
part on the agent to monitor compliance by the borrower with the restrictive covenants in the loan agreement and
to notify the Fund (or the lender from whom the Fund has purchased a participation) of any adverse change in
the borrower's financial
15
condition. Insolvency of the agent or other persons positioned between the Fund and
the borrower could result in losses for the fund.
Loan agreements may provide for the termination of the agent's agency status in the
event that it fails to act as required under the relevant loan agreement, becomes insolvent, enters Federal
Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy. Should such an agent, lender or assignor, with respect to an assignment interpositioned between the buyer
and the borrower, become insolvent or enter FDIC receivership or bankruptcy, any interest in the senior
loan of such person and any loan payment held by such person for the benefit of the Fund should not be included
in such person's or entity's bankruptcy estate. If, however, any such amount were included in such person's
or entity's bankruptcy estate, the Fund would incur certain costs and delays in realizing payment or could
suffer a loss of principal or interest. In this event, the Fund could experience a decrease in its NAV.
Most borrowers pay their debts from cash flow generated by their businesses. If a
borrower's cash flow is insufficient to pay its debts, it may attempt to restructure its debts rather than
sell collateral. Borrowers may try to restructure their debts by filing for protection under the federal bankruptcy laws
or negotiating a work-out. If a borrower becomes involved in a bankruptcy proceeding, access to collateral may be
limited by bankruptcy and other laws. If a court decides that access to collateral is limited or void, the
Fund may not recover the full amount of principal and interest that is due.
A borrower must comply with certain restrictive covenants contained in the loan agreement.
In addition to requiring the scheduled payment of principal and interest, these covenants may include
restrictions on the payment of dividends and other distributions to the borrower's shareholders, provisions
requiring compliance with specific financial ratios, and limits on total indebtedness. The agreement also
may require the prepayment of the loans from excess cash flow. A breach of a covenant that is not
waived by the agent (or lenders directly) is normally an event of default, which provides the agent and lenders
the right to call for repayment of the outstanding loan.
In the process of buying, selling and holding senior loans, the Fund may receive and/or
pay certain fees. These fees are in addition to interest payments received and may include facility
fees, commitment fees, commissions and prepayment penalty fees. Facility fees are paid to lenders when a
senior loan is originated. Commitment fees are paid to lenders on an ongoing basis based on the unused portion
of a senior loan commitment. Lenders may receive prepayment penalties when a borrower prepays a senior
loan. Whether the Fund receives a facility fee in the case of an assignment, or any fees in the
case of a participation, depends on negotiations between the buyer and the lender selling such interests. When
the Fund buys an assignment, it may be required to pay a fee to the lender selling the assignment,
or to forgo a portion of interest and fees payable. Occasionally, the assignor pays a fee to the assignee.
A person selling a participation may deduct a portion of the interest and any fees payable as an administrative
fee.
Notwithstanding its intention in certain situations not to receive material, non-public
information with respect to its management of investments in loans, the Adviser or the Sub-Adviser
may from time to time come into possession of material, non-public information about the issuers of loans
that may be held in the Fund's portfolio. Possession of such information may in some instances occur despite
the Adviser's or the Sub-Adviser's efforts to avoid such possession, but in other instances the Adviser
or the Sub-Adviser may choose to receive such information (for example, in connection with participation
in a creditors' committee with respect to a financially distressed issuer). The Adviser's or the Sub-Adviser's ability
to trade in these loans for the account of the Fund could potentially be limited by its possession of such information.
Such limitations on the Adviser's or the Sub-Adviser's ability to trade could have an adverse effect on
the Fund by, for example, preventing the Fund from selling a loan that is experiencing a material decline in
value. In some instances, these trading restrictions could continue in effect for a substantial period of time.
Loans held by the Fund might not be considered securities for purposes of the Securities
Act or the Securities Exchange Act of 1934 (the “Exchange Act”), and therefore a risk exists that purchasers, such as the Fund, may not be entitled to rely on the anti-fraud provisions of those Acts.
An increase in demand for loans may benefit the Fund by providing increased liquidity for such loans and higher
sales prices, but it also may adversely affect the rate of interest payable on such loans acquired by the Fund
and the rights provided
16
to the Fund under the terms of the applicable loan agreement, and may increase the
price of loans that the Fund wishes to purchase in the secondary market. A decrease in the demand for loans
may adversely affect the price of loans in the Fund's portfolio, which could cause the Fund's NAV to decline.
Changing Interest Rates. In a low or negative interest rate environment, debt securities may trade at, or be issued with, negative yields, which means the purchaser of the security may receive
at maturity less than the total amount invested. In addition, in a negative interest rate environment, if
a bank charges negative interest, instead of receiving interest on deposits, a depositor must pay the bank
fees to keep money with the bank. To the extent the Fund holds a negatively-yielding debt security or has a bank
deposit with a negative interest rate, the Fund would generate a negative return on that investment. Cash
positions may also subject the Fund to increased counterparty risk to the Fund's bank. Debt market conditions
are highly unpredictable and some parts of the market are subject to dislocations. In the past, the U.S. government
and certain foreign central banks have taken steps to stabilize markets by, among other things, reducing
interest rates. To the extent such actions are pursued, they present heightened risks to debt securities,
and such risks could be even further heightened if these actions are unexpectedly or suddenly reversed or
are ineffective in achieving their desired outcomes. At times, the U.S. government also has sought to stabilize
markets and curb inflation by implementing increases to the federal funds interest rate. As interest rates rise,
there is risk that rates across the financial system also may rise. To the extent rates increase substantially
and/or rapidly, the Fund may be subject to significant losses.
In a low or negative interest rate environment, some investors may seek to reallocate
assets to other income-producing assets. This may cause the price of such higher yielding instruments
to rise, could further reduce the value of instruments with a negative yield, and may limit the Fund's ability
to locate fixed income instruments containing the desired risk/return profile. Changing interest rates, including,
rates that fall below zero, could have unpredictable effects on the markets and may expose fixed income
markets to heightened volatility, increased redemptions, and potential illiquidity.
With respect to a money market fund, which seeks to maintain a stable $1.00 price
per share, a low or negative interest rate environment could impact the money market fund’s ability to maintain a stable $1.00 share price. During a negative interest rate environment causing a money market fund
to have a negative gross yield, the money market fund may reduce the number of shares outstanding on
a pro rata basis through reverse distribution mechanisms or other mechanisms to seek to maintain a stable $1.00
price per share, subject to approval of the Board and to the extent permissible by applicable law and
its organizational documents. A money market fund that implements share cancellation would continue to
maintain a stable $1.00 share price by use of the amortized cost method of valuation and/or penny rounding
method but the value of an investor’s investment would decline if the fund reduces the number of shares held by the investor. Alternatively, the money market fund may discontinue using the amortized cost method
of valuation to maintain a stable $1.00 price per share and establish a fluctuating NAV per share
rounded to four decimal places by using available market quotations or equivalents. A money market fund that
floats its NAV would no longer maintain a stable $1.00 share price and instead have a share price that fluctuates.
An investor in a money market fund that floats its NAV would lose money if the investor sells their
shares when they are worth less than what the investor originally paid for them.
Limited Partnerships. A limited partnership interest entitles the Fund to participate in the investment
return of the partnership’s assets as defined by the agreement among the partners. As a limited partner, the Fund generally is not permitted to participate in the management of the partnership.
However, unlike a general partner whose liability is not limited, a limited partner’s liability generally is limited to the amount of its commitment to the partnership.
Master Limited Partnerships (MLPs). MLPs generally are limited partnerships (or limited liability companies), the common units of which are listed and traded on a national securities
exchange or over-the-counter. MLPs generally have two classes of partners, the general partner and the limited
partners. The general partner normally controls the MLP through an equity interest plus units that
are subordinated to the common (publicly traded) units for an initial period and then only converting to common
if certain financial tests are met. The general partner also generally receives a larger portion of the
net income as incentive. As
17
cash flow grows, the general partner receives a greater interest in the incremental
income compared to the interest of limited partners.
MLP common units represent an equity ownership interest in a partnership, providing
limited voting rights and entitling the holder to a share of the company’s success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect directors annually
and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially
all of the assets, removal of the general partner or material amendments to the partnership agreement.
MLPs are required by their partnership agreements to distribute a large percentage of their current operating
earnings. Common unit holders generally have first right to a minimum quarterly distribution (MQD) prior
to distributions to the convertible subordinated unit holders or the general partner (including incentive
distributions). Common unit holders typically have arrearage rights if the MQD is not met. In the event of liquidation,
MLP common unit holders have first right to the partnership’s remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full.
The general partner or managing member interest in an MLP is typically retained by
the original sponsors of an MLP, such as its founders, corporate partners and entities that sell assets
to the MLP. The holder of the general partner or managing member interest can be liable in certain circumstances
for amounts greater than the amount of the holder’s investment in the general partner or managing member. General partner or managing member interests often confer direct board participation rights in, and in
many cases control over the operations of, the MLP. General partner or managing member interests can be privately
held or owned by publicly traded entities. General partner or managing member interests receive cash
distributions, typically in an amount of up to 2% of available cash, which is contractually defined in the partnership
or limited liability company agreement. In addition, holders of general partner or managing member interests
typically receive incentive distribution rights (IDRs), which provide them with an increasing share of the entity’s aggregate cash distributions upon the payment of per common unit distributions that exceed specified
threshold levels above the MQD. Incentive distributions to a general partner are designed to encourage the
general partner, who controls and operates the partnership, to maximize the partnership’s cash flow and increase distributions to the limited partners. Due to the IDRs, general partners of MLPs have higher distribution
growth prospects than their underlying MLPs, but quarterly incentive distribution payments would also
decline at a greater rate than the decline rate in quarterly distributions to common and subordinated unit holders
in the event of a reduction in the MLP’s quarterly distribution. The ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition,
some MLPs permit the holder of IDRs to reset, under specified circumstances, the incentive distribution
levels and receive compensation in exchange for the distribution rights given up in the reset.
Some companies in which the Fund may invest have been organized as limited liability
companies (MLP LLCs). Such MLP LLCs generally are treated in the same manner as MLPs for federal
income tax purposes (i.e., generally taxed as partnerships). MLP LLC common units trade on a national
securities exchange or OTC. In contrast to MLPs, MLP LLCs have no general partner and there are generally
no incentives that entitle management or other unitholders to increased percentages of cash distributions
as distributions reach higher target levels. In addition, MLP LLC common unitholders typically have voting
rights with respect to the MLP LLC, whereas MLP common units have limited voting rights.
Investments in securities of an MLP involve risks that differ from investments in
common stock, including risks related to limited control and limited rights to vote on matters affecting the
MLP, risks related to potential conflicts of interest between the MLP and the MLP’s general partner, cash flow risks, dilution risks and risks related to the general partner’s right to require unit-holders to sell their common units at an undesirable time or price. Certain MLP securities may trade in lower volumes due to their smaller capitalizations,
and may be subject to more abrupt or erratic price movements and lower market liquidity. MLPs
are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these
investments may not provide attractive returns.
There are also certain tax risks undertaken by the Fund when it invests in MLPs. MLPs
are generally treated as partnerships for U.S. federal income tax purposes subject to the application
of certain partnership
18
audit rules. Partnerships do not pay U.S. federal income tax at the partnership level,
subject to the application of certain partnership audit rules. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying
business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income
tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as
state and local income taxes) on its taxable income. This would have the effect of reducing the amount of
cash available for distribution by the MLP and could result in a reduction in the value of the Fund’s investment in the MLP and lower income to the Fund. Also, to the extent a distribution received by the Fund
from an MLP is treated as a return of capital, the Fund’s adjusted tax basis in the interests of the MLP will be reduced, which may increase the Fund’s tax liability upon the sale of the interests in the MLP or upon subsequent distributions in respect of such interests.
MLP Debt Securities. Debt securities issued by MLPs may include those rated below investment grade or that are unrated but judged to be below investment grade by the investment adviser
at the time of purchase. A debt security of an MLP will be considered to be investment grade if it
is rated as such by one of the rating organizations or, if unrated, are judged to be investment grade by the
investment adviser at the time of purchase. Investments in such securities may not offer the tax characteristics
of equity securities of MLPs.
MLP Affiliates. The Fund may invest in the equity and debt securities issued by affiliates of MLPs,
including the general partners or managing members of MLPs and companies that own
MLP general partner interests and are energy infrastructure companies. Such issuers may be organized and/or
taxed as corporations and therefore may not offer the advantageous tax characteristics of MLP
units. The Fund may purchase such other MLP equity securities through market transactions, but may also
do so through direct placements.
I-Shares. I-Shares represent an indirect ownership interest in an MLP and are issued by an
MLP affiliate. The MLP affiliate uses the proceeds from the sale of I-Shares to purchase limited
partnership interests in the MLP in the form of I-units. Thus, I-Shares represent an indirect interest in an MLP
limited partnership interest. I-units have similar features as MLP common units in terms of voting rights, liquidation
preference and distribution. I-Shares themselves have limited voting rights and are similar that
respect to MLP common units. I-Shares differ from MLP common units primarily in that instead of receiving cash
distributions, holders of I-Shares will receive distributions of additional I-Shares in an amount equal to the
cash distributions received by common unit holders. I-Shares are traded on the NYSE. Issuers of MLP I-Shares are
treated as corporations and not partnerships for tax purposes. MLP affiliates also include publicly
traded limited liability companies that own, directly or indirectly, general partner interests of MLPs.
Infrastructure-Related Companies. Infrastructure-related companies are subject to a variety of factors that may adversely affect their business or operations, including costs associated
with environmental, governmental and other regulations, high interest costs in connection with capital
construction programs, high leverage, the effects of economic slowdown, surplus capacity, increased competition
from other providers of services, uncertainties concerning the availability of fuel at reasonable prices,
the effects of energy conservation policies, unfavorable tax laws or accounting policies, and other factors.
Infrastructure-related companies are also affected by difficulty in raising capital in adequate amounts on
reasonable terms in periods of high inflation and unsettled capital markets, and general changes in market
sentiment towards infrastructure assets. Some infrastructure-related companies’ assets are not movable, which creates the risk that an event may occur in the region of the company’s asset that may impair the performance of that assets and the performance of the issuer. Natural disasters, such as earthquakes, flood,
lightning, hurricanes and wind or other mand-made disasters, environmental damage, terrorist attacks or political
activities could result in substantial damage to the facilities of companies located in the affected areas,
and volatility in the products or services of infrastructure-related could adversely impact the prices of infrastructure-related companies’ securities. Any destruction or loss of an infrastructure asset may have a major impact
on the infrastructure-related company. Failure by the infrastructure-related company to carry adequate insurance
or to operate the asset appropriately could lead to significant losses and damages. Additionally, to
the extent that the Fund invests in infrastructure-related companies, the Fund could conceivably own infrastructure
assets directly as a result of a default on the infrastructure-related company interests or obligations
it owns.
19
Income Trusts. An income trust is an investment trust which holds income producing assets, typically
in the form of an operating business that has been put into a trust, and passes the income
on to its security holders. Because income trusts pay out the bulk of their free cash flow to unit holders,
they have an ability to generate constant cash flows. Despite the potential for attractive regular payments,
income trusts are equity investments, not fixed-income securities, and they share many of the risks inherent
in stock ownership. In addition, an income trust may lack diversification and potential growth may be sacrificed
because revenue is passed on to the security holders rather than reinvested in the business. Income trusts
do not guarantee minimum distributions or even return of capital; therefore, if the business loses
money, the trust can reduce or even eliminate distributions. The value of income trust units may decline significantly
if they are unable to meet distribution targets.
Investments in income trusts can have varying degrees of risk depending on the sector
and the underlying assets. Risks related to the underlying operating companies controlled
by such trusts include dependence upon specialized management skills and the risk that such management may
lack or have limited operating histories. Income trusts are also subject generally to the risks
associated with business cycles, commodity prices, interest rates or other economic factors.
While income trusts are regarded as equity investments, they also have fixed-income
attributes that subject them to credit risk, interest rate risk and dividend risk. Income trusts may
potentially achieve higher yields than cash investments in periods of low interest rates and lower yields in
periods of increasing interest rates. They may also experience losses during periods of both low and high interest
rates. To the extent that claims against an income trust are not satisfied by the trust, investors in the income
trust (including the fund) could be held responsible for such obligations. Income trusts generally are structured
to avoid taxes at the entity level. In a traditional corporate tax structure, net income is taxed at the
corporate level and again when distributed as dividends to its shareholders. An income trust’s flow-through structure means that the distributions to its investors are generally higher than dividends from an equivalent
corporate entity. Income trusts also are subject to the risks that regulatory changes or a challenge to their
tax structure under existing laws could reduce or eliminate any tax benefits and adversely affect the value of
such securities.
Greenfield Projects. Greenfield projects are energy-related projects built by private joint ventures formed
by energy infrastructure companies. Greenfield projects may include the creation of
a new pipeline, processing plant or storage facility or other energy infrastructure asset that is integrated with the company’s existing assets. The primary risk involved with the greenfield projects is execution
risk or construction risk. Changing project requirements, elevated costs for labor and materials, and unexpected
construction hurdles all can increase construction costs. Financing risk exists should changes in construction
costs or financial markets occur. Regulatory risk exists should changes in regulation occur during construction
or the necessary permits are not secured prior to beginning construction.
Private Investments in Public Equity. Private Investments in Public Equity ("PIPEs") are equity securities in a private placement that are issued by issuers who have outstanding,
publicly-traded equity securities of the same class. Shares in PIPEs generally are not registered with the
SEC until after a certain time period from the date the private sale is completed. This restricted period can
last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the
Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during
this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if
the issuer does not publicly register the restricted equity securities within a specified period of time, but there
is no assurance that the restricted equity securities will be publicly registered, or that the registration
will remain in effect.
Private Equity and Debt Investments. Privately issued securities, which include PIPEs, and private debt investments, involve an extraordinarily high degree of business and financial risk
and can result in substantial or complete losses. Some portfolio companies in which the Fund may invest may be operating
at a loss or with substantial variations in operating results from period to period and may need
substantial additional capital to support expansion or to achieve or maintain competitive positions. Such
companies may face intense competition, including competition from companies with much greater financial
resources, much more extensive development, production, marketing and service capabilities and a much larger
number of qualified
20
managerial and technical personnel. The Fund can offer no assurance that the marketing
efforts of any particular portfolio company will be successful or that its business will succeed.
Additionally, privately held companies are not subject to SEC reporting requirements or the reporting requirements
of publicly traded companies in applicable jurisdictions, are not required to maintain their accounting
records in accordance with generally accepted accounting principles, and are not required to maintain effective
internal controls over financial reporting. As a result, the Adviser may not have timely or accurate information
about the business, financial conditions and results of operations of the privately held companies in
which the Fund invests. The more limited financial information and lack of publicly available prices require the
Fund to determine a fair value for such investments in accordance with the valuation policy approved by the
Board and related procedures. Difficulty in valuing such investments may make it difficult to accurately
determine the Fund's exposure to privately issued securities. The Fund’s NAV could be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such investments. In addition, input from the Adviser’s investment professionals as part of the Fund’s valuation process could result in a conflict of interest as the Adviser’s management fee is based, in part, on the value of the Fund’s assets.
Investments in private companies may be considered to be illiquid and may be difficult
to sell at a desirable time or at the prices at which the Fund has valued the investments. Additional
risks include that the Fund could be subject to contingent liabilities in the event a private issuer is acquired
by another company during the period it is held by the Fund; and that the company may be using excessive
leverage. Privately issued debt securities can often be below investment grade quality and frequently
are unrated.
Money Market Instruments. The Fund may invest a portion of its assets in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments in which the
Fund may invest include: (i) short-term obligations issued by the U.S. government; (ii) negotiable certificates of deposit (“CDs”), fixed time deposits and bankers' acceptances of U.S. and foreign banks and similar institutions;
(iii) commercial paper rated at the date of purchase “Prime-1” by Moody's Investors Service, Inc. ("Moody's") or “A-1+” or “A-1” by S&P Global Ratings, a division of S&P Global Inc. ("S&P") or has a similar rating
from a comparable rating agency, or if unrated, of comparable quality as the Adviser or Sub-Adviser determines;
(iv) repurchase agreements; and (v) money market mutual funds, including affiliated money market funds.
CDs are short-term negotiable obligations of commercial banks. Time deposits are non-negotiable deposits
maintained in banking institutions for specified periods of time at stated interest rates. Banker's acceptances
are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
Privately Issued Securities. The Fund may invest in privately issued securities, including those which may be resold only in accordance with Rule 144A (“Rule 144A Securities”) or Regulation S (“Regulation S Securities”) under the Securities Act. Rule 144A Securities are restricted securities that are not publicly traded, and Regulation S Securities are securities of the U.S. and non-U.S. issuers
initially offered and sold outside the United States without registration with the SEC. Accordingly, the liquidity
of the market for specific Rule 144A or Regulation S Securities may vary. Delay or difficulty in selling such
securities may result in a loss to the Fund.
Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread
disease, including pandemics and epidemics, have been and can be highly disruptive to economies
and markets, adversely impacting individual companies, sectors, industries, markets, currencies,
interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country,
market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign
exchange rates in other countries, including the U.S. These disruptions could prevent the Fund from executing
advantageous investment decisions in a timely manner and negatively impact the Fund’s ability to achieve its investment objective. Any such event(s) could have a significant adverse impact on the value
and risk profile of the Fund.
The recent spread of the human coronavirus disease 2019 (“COVID-19”) is an example. In the first quarter of 2020, the World Health Organization (the “WHO”) recognized COVID-19 as a global pandemic and
21
both the WHO and the United States declared the outbreak a public health emergency.
The subsequent spread of COVID-19 resulted in, among other significant adverse economic impacts,
instances of market closures and dislocations, extreme volatility, liquidity constraints and increased
trading costs. Efforts to contain the spread of COVID-19 resulted in travel restrictions, closed international borders,
disruptions of healthcare systems, business operations (including business closures) and supply chains, employee
layoffs and general lack of employee availability, lower consumer demand, and defaults and credit downgrades,
all of which contributed to disruption of global economic activity across many industries and exacerbated
other pre-existing political, social and economic risks domestically and globally. Although the WHO
and the United States ended their declarations of COVID-19 as a global health emergency in May 2023,
the full economic impact at the macro-level and on individual businesses, as well as the potential for
a future reoccurrence of COVID-19 or the occurrence of a similar epidemic or pandemic, are unpredictable and
could result in significant and prolonged adverse impact on economies and financial markets in specific
countries and worldwide and thereby could negatively affect the Fund’s performance.
Non-Diversification. The Fund is classified as a non-diversified investment company under the 1940 Act.
A “non-diversified” classification means that the Fund is not limited by the 1940 Act with regard to the percentage of its total assets that may be invested in the securities of a single
issuer. This means that the Fund may invest a greater portion of its total assets in the securities of a single
issuer or a smaller number of issuers than if it was a diversified fund. The securities of a particular issuer may
constitute a greater portion of the Fund’s portfolio. This may have an adverse effect on the Fund’s performance or subject Shares to greater price volatility than more diversified investment companies. Moreover, in pursuing
its objective, the Fund may hold the securities of a single issuer in an amount exceeding 10% of the value of
the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code of 1986, as amended (the “Code”). In particular, as the Fund’s size grows and its assets increase, it will be more likely to hold more than 10% of the securities of a single issuer if the issuer has a relatively small public float as
compared to other components in the Fund’s portfolio.
Although the Fund is non-diversified for purposes of the 1940 Act, the Fund intends
to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a “regulated investment company” (“RIC”) within the meaning of Subchapter M of the Code. Compliance with the diversification requirements of the Code may limit the investment flexibility of the
Fund and may make it less likely that the Fund will meet its investment objective. To qualify as a RIC under
the Code, the Fund must meet the requirements described in the section titled “Taxation of the Fund” in this SAI.
Options. The Fund may invest in options. A call option gives a holder the right to purchase
a specific security or an index at a specified price (“exercise price”) within a specified period of time. A put option gives a holder the right to sell a specific asset at a specified price within a specified
period of time. The initial purchaser of a call option pays the “writer,” i.e., the party selling the option, a premium which is paid at the time of purchase and is retained by the writer whether or not such option is exercised.
The Fund may purchase put options to hedge its portfolio against the risk of a decline in the market
value of the asset held and may purchase call options to hedge against an increase in the price of the asset
it is committed to purchase. The Fund may write put and call options along with a long position in options
to increase its ability to hedge against a change in the market value of the assets it holds or is committed
to purchase.
Options on Futures Contracts. An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid,
to assume a position in the underlying futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified exercise price at any time prior to the expiration date of the option. Upon
exercise of an option, the delivery of the futures position by the writer of the option to the holder of the
option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the futures contract exceeds (in the case of a call) or
is less than (in the case of a put) the exercise price of the option on the futures contract. The potential for loss
related to the purchase of an option on a futures contract is limited to the premium paid for the option plus
transaction costs. Because the value of the option is fixed at the point of purchase, there are no daily cash
payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the
option changes daily and
22
that change would be reflected in the NAV of the Fund. The potential for loss related
to writing call options on equity securities or indices is unlimited. The potential for loss related to writing
put options is limited only by the aggregate strike price of the put option less the premium received.
The Fund may purchase and write put and call options on futures contracts that are
traded on a U.S. exchange as a hedge against changes in value of its portfolio securities, or in anticipation
of the purchase of securities, and may enter into closing transactions with respect to such options to
terminate existing positions. There is no guarantee that such closing transactions can be affected.
Risks of Options Transactions. There are several risks accompanying the utilization of options on futures contracts. The risk of loss in trading uncovered call options in some strategies
(e.g., selling uncovered stock index futures contracts) is potentially unlimited. There is also the risk of
loss by the Fund of margin deposits in the event of bankruptcy of a broker with whom the Fund has an open position
in the option; however, this risk is substantially minimized because (a) of the regulatory requirement
that the broker has to “segregate” customer funds from its corporate funds, and (b) in the case of regulated exchanges in the United States, the clearing corporation stands behind the broker to make good losses in such
a situation. The purchase of put or call options could be based upon predictions by the Adviser or
Sub-Adviser as to anticipated trends, which predictions could prove to be incorrect and a part or all
of the premium paid therefore could be lost.
Other Investment Companies. Unless otherwise indicated in this SAI or in the Fund’s Prospectus, the Fund may purchase shares of other investment companies, including exchange-traded funds (“ETFs”), non-exchange traded U.S. registered open-end investment companies (mutual funds), closed-end investment
companies, or non-U.S. investment companies traded on foreign exchanges. When the
Fund purchases shares of another investment company, 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.
The investment companies in which the Fund invests may have adopted certain investment
restrictions that are more or less restrictive than the Fund’s investment restrictions, which may permit the Fund to engage in investment strategies indirectly that are prohibited under the Fund’s investment restrictions. For example, to the extent the Fund invests in underlying investment companies that concentrate their
investments in an industry, a corresponding portion of the Fund’s assets may be indirectly exposed to that particular industry. The investment companies in which the Fund may invest include index-based investment
companies. The main risk of investing in index-based investment companies is the same as investing
in a portfolio of securities comprising an index. The market prices of index-based investments will fluctuate in
accordance with both changes in the market value of their underlying portfolio securities and due to supply
and demand for the instruments on the exchanges on which they are traded. Index-based investments may
not replicate exactly the performance of their specified index because of transaction costs and because
of the temporary unavailability of certain component securities of the index.
The Fund’s investment in the securities of other investment companies is subject to the applicable provisions of the 1940 Act and the rules thereunder. Specifically, Section 12(d)(1)
of the 1940 Act contains various limitations on the ability of a registered investment company (an “acquiring fund”) to acquire shares of another registered investment company (an “acquired fund”). Under these limits, an acquiring fund generally cannot (i) purchase more than 3% of the total outstanding voting stock of an acquired
fund; (ii) invest more than 5% of its total assets in securities issued by an acquired company; and (iii)
invest more than 10% of its total assets in securities issued by other investment companies. Likewise, an acquired
fund, as well as its principal underwriter or any broker or dealer registered under the Exchange Act, cannot
knowingly sell more than 3% of the total outstanding voting stock of the acquired fund to an acquiring
fund, or more than 10% of the total outstanding voting stock of the acquired fund to acquiring funds generally.
Rule 12d1-4 under the 1940 Act allows a fund to acquire the securities of another
investment company in excess of the limitations imposed by Section 12(d)(1) of the 1940 Act without obtaining
an exemptive order from the SEC, subject to certain limitations and conditions. Among those conditions
is the requirement that, prior to a fund relying on Rule 12d1-4 to acquire securities of another fund in excess
of the limits of Section
23
12(d)(1), the acquiring fund must enter into a Fund of Funds Agreement with the acquired
fund. (This requirement does not apply when the acquiring fund’s investment adviser acts as the acquired fund’s investment adviser and does not act as sub-adviser to either fund.)
Rule 12d1-4 also is designed to limit the use of complex fund structures. Under Rule
12d1-4, an acquired fund is prohibited from purchasing or otherwise acquiring the securities of another
investment company or private fund if, immediately after the purchase or acquisition, the securities of
investment companies and private funds owned by the acquired fund have an aggregate value in excess of 10%
of the value of the acquired fund’s total assets, subject to certain limited exceptions. Accordingly, to the extent that Fund shares are sold to other investment companies in reliance on Rule 12d1-4, the Fund will be
limited in the amount it could invest in other investment companies and private funds.
In addition to Rule 12d1-4, the 1940 Act and related rules provide other exemptions
from these restrictions. For example, these limitations do not apply to investments by the Fund
in investment companies that are money market funds, including money market funds that have the Adviser or
an affiliate of the Adviser as an investment adviser.
Portfolio Turnover Risk. The Fund may engage in active and frequent trading of its portfolio securities. A
portfolio turnover rate of 200%, for example, is equivalent to the Fund buying and
selling all of its securities two times during the course of the year. A high portfolio turnover rate (such as 100%
or more) could result in high brokerage costs and may result in higher taxes when Shares are held in a taxable
account.
Ratings. An investment grade rating means the security or issuer is rated investment-grade
by S&P, Moody's, Fitch Ratings, Inc. (“Fitch”) or another nationally recognized statistical rating organization, or is unrated but considered to be of equivalent quality by the Adviser or Sub-Adviser.
Bonds rated Baa3 or higher by Moody's or BBB- or higher by S&P or Fitch are considered “investment grade” securities; bonds rated Baa3 by Moody’s are considered medium grade obligations which lack outstanding investment characteristics and have speculative characteristics; and bonds rated BBB- by S&P or Fitch are regarded
as having adequate capacity to pay principal and interest.
Receipt of Issuer’s Nonpublic Information. The Adviser or Sub-Adviser (through their portfolio managers, analysts, or other representatives) may receive material nonpublic information
about an issuer that may restrict the ability of the Adviser or Sub-Adviser to cause the Fund to buy or
sell securities of the issuer on behalf of the Fund for substantial periods of time. This may impact the Fund’s ability to realize profit or avoid loss with respect to the issuer and may adversely affect the Fund’s flexibility with respect to buying or selling securities, potentially impacting Fund performance. For example, activist
investors of certain issuers in which the Adviser or Sub-Adviser holds large positions may contact representatives
of the Adviser or Sub-Adviser and may disclose material nonpublic information in such communication. The Adviser
or Sub-Adviser would be restricted from trading on the basis of such material nonpublic information,
limiting their flexibility in managing the Fund and possibly impacting Fund performance.
Repurchase Agreements. The Fund may enter into repurchase agreements, which are agreements pursuant to which the Fund acquires securities from a third party with the understanding
that the seller will repurchase them at a fixed price on an agreed date. These agreements may be made with
respect to any of the portfolio securities in which the Fund is authorized to invest. Repurchase agreements
may be characterized as loans secured by the underlying securities. The Fund may enter into
repurchase agreements with (i) member banks of the Federal Reserve System having total assets in excess
of $500 million and (ii) securities dealers (“Qualified Institutions”). The Adviser will monitor the continued creditworthiness of Qualified Institutions.
The use of repurchase agreements involves certain risks. For example, if the seller
of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities,
as a result of its bankruptcy or otherwise, the Fund will seek to dispose of such securities, which could
involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under
applicable bankruptcy or other laws, the Fund's ability to dispose of the underlying securities may be restricted.
Finally, the Fund may not be able to substantiate its interest in the underlying securities. If the seller
fails to repurchase the
24
securities, the Fund may suffer a loss to the extent proceeds from the sale of the
underlying securities are less than the repurchase price.
The resale price reflects the purchase price plus an agreed upon market rate of interest.
The securities underlying a repurchase agreement will be marked-to-market every business day, and
if the value of the securities falls below a specified percentage of the repurchase price (typically 102%),
the counterparty will be required to deliver additional collateral to the Fund in the form of cash or additional
securities. Custody of the securities will be maintained by the Fund's custodian or sub-custodian for the duration
of the agreement.
Restrictions on the Use of Futures Contracts, Options on Futures Contracts and Swaps. Rule 4.5 of the Commodity Exchange Act (“CEA”) significantly limits the ability of certain regulated entities, including registered investment companies such as the Fund, to rely on an exclusion that would
not require its investment adviser to register with the CFTC as a commodity pool operator (“CPO”). However, under Rule 4.5, the investment adviser of a registered investment company may claim exclusion
from registration as a CPO only if the registered investment company that it advises uses futures contracts solely for “bona fide hedging purposes” or limits its use of futures contracts for non-bona fide hedging purposes such that (i) the aggregate initial margin and premiums required to establish non-bona fide hedging
positions with respect to futures contracts do not exceed 5% of the liquidation value of the registered investment
company's portfolio, or (ii) the aggregate “notional value” of the non-bona fide hedging commodity interests do not exceed 100% of the liquidation value of the registered investment company's portfolio (taking into
account unrealized profits and unrealized losses on any such positions). The Adviser intends to claim an exclusion
on behalf of the Fund under Rule 4.5 which will effectively limit the Fund’s use of futures, options on futures, swaps, or other commodity interests. The Fund currently intends to comply with the terms of Rule 4.5
so as to avoid regulation as a commodity pool, and as a result, the ability of the Fund to utilize futures,
options on futures, swaps, or other commodity interests may be limited in accordance with the terms of the rule,
as well as any limits set forth in the Fund’s Prospectus and this SAI. The Fund therefore will not be subject to CFTC registration or regulation as a commodity pool.
The terms of the CPO exclusion will require the Fund, among other things, to adhere
to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards. The Fund is permitted to
invest in these instruments as further described in this SAI. However, the Fund is not intended as
a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed
nor approved the Adviser's reliance on these exclusions, or the Fund, its investment strategies or the Fund’s Prospectus.
While not anticipated, should the Fund invest in futures contracts for purposes that
are not solely for “bona fide hedging” in excess of the limitations imposed by Rule 4.5, the Fund may be subject to regulation under the CEA and CFTC Rules as a commodity pool. Registration as a commodity pool
may have negative effects on the ability of the Fund to engage in its planned investment program, while
registration as a CPO imposes additional laws, regulations and enforcement policies, which could increase
compliance costs and may affect the operations and financial performance of the Fund.
Risks Related to Armed Conflict. As a result of increasingly interconnected global economies and financial markets, armed conflict between countries or in a geographic region, for
example the current conflicts between Russia and Ukraine in Europe and Hamas and Israel in the Middle
East, has the potential to adversely impact Fund investments. Such conflicts, and other corresponding events,
have had, and could continue to have, severe negative effects on regional and global economic and financial
markets, including increased volatility, reduced liquidity, and overall uncertainty. The negative impacts
may be particularly acute in certain sectors. The timing and duration of such conflicts, resulting sanctions,
related events and other implications cannot be predicted. The foregoing may result in a negative impact on
Fund performance and the value of an investment in the Fund, even beyond any direct investment exposure the
Fund may have to issuers located in or with significant exposure to an impacted country or geographic
region.
●
Risks Related to Russian Invasion of Ukraine.
25
In late February 2022, Russian military forces invaded Ukraine, significantly amplifying
already existing geopolitical tensions among Russia, Ukraine, Europe, the North Atlantic Treaty
Organization (“NATO”), and the West. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility
and could have severe adverse effects on regional and global economic markets, including the markets
for certain securities and commodities such as oil and natural gas.
Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany, and France, among others, as well as the European Union, issued broad-ranging
economic sanctions against Russia. The sanctions freeze certain Russian assets and prohibit
trading by individuals and entities in certain Russian securities, engaging in certain private
transactions, and doing business with certain Russian corporate entities, large financial institutions, officials
and oligarchs. The sanctions include a commitment by certain countries and the European Union to remove
selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications,
commonly called “SWIFT,” the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions.
A number of large corporations have since withdrawn from Russia or suspended or curtailed their Russia-based
operations.
The imposition of these current sanctions (and the potential for further sanctions
in response to Russia’s continued military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, including but not limited
to, the financials, energy, metals and mining, engineering, and defense and defense-related materials
sectors. Such actions also may result in the decline of the value and liquidity of Russian securities,
a weakening of the ruble, and could impair the ability of the Fund to buy, sell, receive, or deliver
those securities. Moreover, the measures could adversely affect global financial and energy markets and thereby
negatively affect the value of the Fund’s investments beyond any direct exposure to Russian issuers or those of adjoining geographic regions.
In response to sanctions, the Russian Central Bank raised its interest rates and banned
sales of local securities by foreigners. Russia also prevented the export of certain goods
and payments to foreign shareholders of Russian securities. Russia may take additional countermeasures
or retaliatory actions, which may further impair the value and liquidity of Russian securities and
Fund investments. Such actions could, for example, include restricting gas exports to other countries,
the seizure of U.S. and European residents’ assets, or undertaking or provoking other military conflict elsewhere in Europe, any of which could exacerbate negative consequences on global financial markets and
the economy. The actions discussed above could have a negative effect on the performance of the
Fund. While diplomatic efforts have been ongoing, the conflict between Russia and Ukraine is unpredictable
and has the potential to result in broader military actions. The duration of the ongoing conflict
and corresponding sanctions and related events cannot be predicted and may result in a negative impact
on Fund performance and the value of Fund investments, particularly as it relates to Russian
exposure.
Structured Notes. A structured note is a derivative security for which the amount of principal repayment
and/or interest payments is based on the movement of one or more “factors.” These factors include, but are not limited to, currency exchange rates, interest rates (such as the prime lending
rate or SOFR), referenced bonds and stock indices. Some of these factors may or may not correlate to the total
rate of return on one or more underlying instruments referenced in such notes. Investments in structured notes
involve risks including interest rate risk, credit risk and market risk. Depending on the factor(s) used and
the use of multipliers or deflators, changes in interest rates and movement of such factor(s) may cause significant
price fluctuations. Structured notes may be less liquid than other types of securities and more volatile
than the reference factor underlying the note. This means that the Fund may lose money if the issuer of the
note defaults, as the Fund may not be able to readily close out its investment in such notes without incurring
losses.
Swap Agreements. The Fund may enter into swap agreements, including, but not limited to, total return
swaps, index swaps, interest rate swaps, municipal market data rate locks and credit
default swaps. The Fund
26
may utilize swap agreements in an attempt to gain exposure to the securities in a
market without actually purchasing those securities, or to hedge a position. Swap agreements are contracts
entered into primarily by institutional investors for periods ranging from a day to more than one-year and may
be negotiated bilaterally and traded OTC between two parties or, in some instances, must be transacted through
a futures commission merchant and cleared through a clearinghouse that serves as a central counterparty. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates
of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested in a “basket” of securities or ETFs. Forms of swap agreements include (i) interest rate caps, under which, in return for a premium, one party agrees to
make payments to the other to the extent that interest rates exceed a specified rate, or “cap,” (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest
rates fall below a specified level, or “floor”, and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding
given minimum or maximum levels.
Another form of swap agreement is a credit default swap. A credit default swap enables
the Fund to buy or sell protection against a defined credit event of an issuer or a basket of securities
or ETFs. Generally, the seller of credit protection against an issuer or basket of securities receives a periodic
payment to compensate against potential default events. If a default event occurs, the seller must pay the
buyer the full notional value of the reference obligation in exchange for the reference obligation. If no default
occurs, the counterparty will pay the stream of payments and have no further obligations to the Fund selling the
credit protection.
In contrast, the buyer of a credit default swap would have the right to deliver a
referenced debt obligation and receive the par (or other agreed-upon) value of such debt obligation from the
counterparty in the event of a default or other credit event (such as a credit downgrade) by the reference issuer,
such as a U.S. or foreign corporation, with respect to its debt obligations. In return, the buyer of the credit
protection would pay the counterparty a periodic stream of payments over the term of the contract provided
that no event of default has occurred. If no default occurs, the counterparty would keep the stream of payments
and would have no further obligations to the Fund purchasing the credit protection.
The Fund also may enhance income by selling credit protection or attempt to mitigate
credit risk by buying protection. Credit default swaps could result in losses if the creditworthiness of
an issuer or a basket of securities is not accurately evaluated.
Most swap agreements (but generally not credit default swaps) that the Fund might
enter into require the parties to calculate the obligations of the parties to the agreement on a “net basis.” Swap agreements may not involve the delivery of securities or other underlying assets. Consequently, the Fund's
obligations (or rights) and risk of loss under such a swap agreement would generally be equal only to the
net amount to be paid or received under the agreement based on the relative values of the positions held by
each party to the agreement (the “net amount”). Other swap agreements, such as credit default swaps, may require initial premium (discount) payments as well as periodic payments (receipts) related to the
interest leg of the swap or to the default of a reference obligation.
Because they may be two party contracts and because they may have terms of greater
than seven days, swap agreements may be considered to be illiquid for the Fund's illiquid investment
limitations. The Fund would not enter into any swap agreement unless the Adviser believes that the other
party to the transaction is creditworthy. The Fund bears the risk of loss of the amount expected to be received
under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty, or in
the case of a credit default swap in which the Fund is selling credit protection, the default of a third party
issuer.
The Fund may enter into swap agreements to invest in a market without owning or taking
physical custody of the underlying securities in circumstances in which direct investment is
restricted for legal reasons or is otherwise impracticable. The counterparty to any swap agreement would typically
be a bank, investment banking firm or broker-dealer or, in the case of a cleared swap, the clearinghouse.
The counterparty would generally agree to pay the Fund the amount, if any, by which the notional amount of
the swap agreement
27
would have increased in value had it been invested in the particular stocks, plus
the dividends that would have been received on those stocks. The Fund would agree to pay to the counterparty
a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by
which the notional amount would have decreased in value had it been invested in such stocks. Therefore, the
return to the Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on
the stocks less the interest paid by the Fund on the notional amount.
Swap agreements typically are settled on a net basis (but generally not credit default
swaps), which means that the two payment streams are netted out, with the Fund receiving or paying,
as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of
a swap agreement or periodically during its term.
Other swap agreements, such as credit default swaps, may require initial premium (discount)
payments as well as periodic payments (receipts) related to the interest leg of the swap or
to the default of a reference obligation. The Fund will reserve assets necessary to meet any accrued payment obligations
when it is the buyer of a credit default swap. In cases where the Fund is the seller of a credit
default swap, if the credit default swap provides for physical settlement, the Fund will reserve the full notional
amount of the credit default swap.
The Fund may also enter into swaps on an index, including credit default index swaps (“CDX”), which are swaps on an index of credit default swaps. For example, a commercial mortgage-backed index (“CMBX”) is a type of CDX made up of 25 tranches of commercial mortgage-backed securities rather
than credit default swaps. Unlike other CDX contracts where credit events are intended to capture an event
of default, CMBX involves a pay-as-you-go settlement process designed to capture non-default events
that affect the cash flow of the reference obligation. Pay-as-you-go settlement involves ongoing, two-way payments
over the life of a contract between the buyer and the seller of protection and is designed to closely
mirror the cash flow of a portfolio of cash commercial mortgage-backed securities.
The swap market has grown substantially in recent years with a large number of banks
and investment banking firms acting both as principals and as agents utilizing standardized swap
documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other
similar instruments that are traded in the OTC market. The Adviser under the supervision of the Board, is responsible
for determining and monitoring the liquidity of Fund transactions in swap agreements.
Certain standardized swaps are subject to mandatory central clearing. Central clearing
is expected to reduce counterparty credit risk and increase liquidity, but central clearing does
not make swap transactions risk-free. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and
related regulatory developments will ultimately require the clearing and exchange-trading of many OTC
derivative instruments that the CFTC and SEC recently defined as “swaps.” Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts
for central clearing. The Adviser will continue to monitor developments in this area, particularly to the
extent regulatory changes affect the ability of the Fund to enter into swap agreements. Depending on the Fund's
size and other factors, the margin required under the rules of the clearinghouse and by the clearing member
may be in excess of the collateral required to be posted by the Fund to support its obligations under a similar
bilateral swap. However, regulators are expected to adopt rules imposing certain margin requirements, including
minimums, on uncleared swaps in the near future, which could change this comparison. Regulators
are in the process of developing rules that would require trading and execution of most liquid swaps on
trading facilities. Moving trading to an exchange-type system may increase market transparency and liquidity
but may require the Fund to incur increased expenses to access the same types of swaps. Rules adopted in 2012
also require centralized reporting of detailed information about many types of cleared and uncleared
swaps. Reporting of swap data may result in greater market transparency, but may subject the Fund to additional
administrative burdens and the safeguards established to protect trader anonymity may not function
as expected. Swaps traded in the OTC market are subject to margin requirements which, once implemented,
may increase the cost to the Fund of engaging in such transactions.
28
The use of swap agreements, including credit default swaps, is a highly specialized
activity which involves investment techniques and risks different from those associated with ordinary portfolio
securities transactions. If a counterparty's creditworthiness declines, the value of the swap would likely
decline. Moreover, there is no guarantee that the Fund could eliminate its exposure under an outstanding swap agreement
by entering into an offsetting swap agreement with the same or another party.
U.S. Government Obligations. The Fund may invest in short-term U.S. government obligations. U.S. government obligations are a type of bond and include securities issued or guaranteed
as to principal and interest by the U.S. government, its agencies or instrumentalities. These include
bills, notes and bonds issued by the U.S. Treasury, as well as “stripped” or “zero coupon” U.S. Treasury obligations representing future interest or principal payments on U.S. Treasury notes or bonds. Stripped securities
are created when the issuer separates the interest and principal components of an instrument and sells
them as separate securities. In general, one security is entitled to receive the interest payments
on the underlying assets (the interest only or “IO” security) and the other to receive the principal payments (the principal only or “PO” security). Some stripped securities may receive a combination of interest and principal
payments. The yields to maturity on IOs and POs are sensitive to the expected or anticipated rate of principal
payments (including prepayments) on the related underlying assets, and principal payments may have a material
effect on yield to maturity. If the underlying assets experience greater than anticipated prepayments
of principal, the Fund may not fully recoup its initial investment in IOs. Conversely, if the underlying assets
experience less than anticipated prepayments of principal, the yield on POs could be adversely affected.
Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment.
Short-term obligations of certain agencies and instrumentalities of the U.S. government,
such as the Government National Mortgage Association (“GNMA”), are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal National Mortgage Association (“Fannie Mae”), are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as those
of the former Student Loan Marketing Association (“SLMA”), are supported by the discretionary authority of the U.S. government to purchase the agency’s obligations; still others, although issued by an instrumentality chartered by the U.S. government, like the Federal Farm Credit Bureau (“FFCB”), are supported only by the credit of the instrumentality.
With respect to obligations that are not supported by the full faith and credit of
the U.S. Treasury, the Fund must look principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no
assurance that the U.S. government would provide financial support to its agencies or instrumentalities where
it is not obligated to do so. As a general matter, the value of debt instruments, including U.S. government
obligations, declines when market interest rates increase and rises when market interest rates decrease. Certain
types of U.S. government obligations are subject to fluctuations in yield or value due to their
structure or contract terms.
In 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) into conservatorship. Since that time, Fannie Mae and Freddie Mac have received significant capital support through U.S. Treasury preferred stock purchases
as well as U.S. Treasury and Federal Reserve purchases of their mortgage-backed securities. While
the purchase programs for mortgage-backed securities ended in 2010, the U.S. Treasury continued its support for the entities’ capital as necessary to prevent a negative net worth. However, no assurance can be given that
the Federal Reserve, U.S. Treasury, or FHFA initiatives discussed above will ensure that Fannie Mae and
Freddie Mac will remain successful in meeting their obligations with respect to the debt and mortgage-backed
securities they issue. In addition, Fannie Mae and Freddie Mac are also the subject of several continuing class
action lawsuits and investigations by federal regulators, which (along with any resulting financial restatements)
may adversely affect the guaranteeing entities. Importantly, the future of the entities is in serious
question as the U.S. government is considering multiple options, ranging from significant reform, nationalization,
privatization, consolidation, or abolishment of the entities.
The FHFA and the U.S. Treasury (through its agreements to purchase preferred stock
of Fannie Mae and Freddie Mac) also have imposed strict limits on the size of the mortgage portfolios
of Fannie Mae and Freddie
29
Mac. In August 2012, the U.S. Treasury amended its preferred stock purchase agreements
to provide that the portfolios of Fannie Mae and Freddie Mac will be wound down at an annual rate of 15%
(up from the previously agreed annual rate of 10%), requiring Fannie Mae and Freddie Mac to reach
the $250 billion target four years earlier than previously planned. Further, when a ratings agency downgraded
long-term U.S. government debt in August 2011, the agency also downgraded the bond ratings of Fannie
Mae and Freddie Mac, from AAA to AA+, based on their direct reliance on the U.S. government (although
that rating did not directly relate to their mortgage-backed securities). The U.S. government’s commitment to ensure that Fannie Mae and Freddie Mac have sufficient capital to meet their obligations was, however,
unaffected by the downgrade.
The U.S. Treasury has put in place a set of financing agreements to help ensure that
these entities continue to meet their obligations to holders of bonds they have issued or guaranteed.
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 which case, if the issuer were to default, the
Fund holding securities of such issuer might not be able to recover its investment from the U.S. government.
From time to time, policy changes by the U.S. government or its regulatory agencies
and other governmental actions and political events within the United States, changes to the
monetary policy by the Federal Reserve or other regulatory actions, the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan or other legislation aimed at addressing financial
or economic conditions, the threat of a federal government shutdown, and threats not to increase or suspend the federal government’s debt limit, may affect investor and consumer confidence; increase volatility in the
financial markets, perhaps suddenly and to a significant degree; reduce prices of U.S. Treasury securities and/or
increase the costs of various kinds of debt; result in higher interest rates; and even raise concerns about the U.S. government’s credit rating and ability to service its debt. If a U.S. government-sponsored entity
is negatively impacted by legislative or regulatory action, is unable to meet its obligations, or its creditworthiness
declines, the performance of a fund that holds securities of that entity will be adversely impacted.
U.S. Registered Securities of Foreign Issuers. Investing in U.S. registered, dollar-denominated, investment grade bonds or preferred securities issued by non-U.S. issuers involves
some risks and considerations not typically associated with investing in U.S. companies. These include
differences in accounting, auditing and financial reporting standards, the possibility of expropriation
or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability
that could affect U.S. investments in foreign countries, and potential restrictions of the flow of international
capital. Foreign companies may be subject to less governmental regulation than U.S. issuers. Moreover,
individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects
as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency
and balance of payment positions.
Forward Commitments, When-Issued and Delayed Delivery Securities. Securities purchased or sold on a forward commitment, when-issued or delayed delivery basis involve delivery and
payment that take place in the future after the trade date or 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.
When purchasing a security on a forward commitment, when-issued or delayed delivery
basis, the Fund assumes the risks of ownership of the security, including the risk of price and yield
fluctuations, and takes such fluctuations into account when determining its net asset value. Securities purchased
on a forward commitment, when-issued or delayed delivery basis are subject to changes in value based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated,
in the level of interest rates. Accordingly, securities acquired on such a basis may expose the 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.
30
Many forward commitments, when-issued and delayed delivery transactions are also subject
to the risk that a counterparty may become bankrupt or otherwise fail to perform its obligations
due to financial difficulties, including making payments or fulfilling obligations to the Fund. The
Fund may obtain no or only limited recovery in a bankruptcy or other reorganizational proceedings, and any recovery
may be significantly delayed. With respect to be announced (TBA) transactions and transactions in other
forward-settling mortgage-backed securities, the counterparty risk may be mitigated by the exchange
of variation margin between the counterparties on a regular basis as the market value of the deliverable
security fluctuates.
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. In the case of a purchase transaction, the delayed delivery
securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded
as an asset of the Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed
delivery securities is a liability of the Fund until settlement. TBA transactions and transactions in other
forward-settling mortgage-backed securities may be effected pursuant to a collateral agreement with the counterparty
under which the parties exchange collateral consisting of cash or liquid securities in an amount as
specified by the agreement that is based on the change in the market value of the TBA transactions governed by
the agreement. The Fund or the counterparty will make payments throughout the term of the transaction
as collateral values fluctuate to maintain full collateralization for the term of the transaction. Collateral
will be marked-to-market every business day. If the seller defaults on the transaction or declares bankruptcy
or insolvency, the Fund might incur expenses in enforcing its rights, or the Fund might experience delay and
costs in recovering collateral or may suffer a loss of principal and interest if the value of the collateral
declines. In these situations, the Fund will be subject to greater risk that the value of the collateral will decline
before it is recovered or, in some circumstances, the Fund may not be able to recover the collateral, and the Fund
will experience a loss.
PORTFOLIO TURNOVER
The Fund calculates its portfolio turnover rate by dividing the value of the lesser
of purchases or sales of portfolio securities for the fiscal period by the monthly average of the value of
portfolio securities owned by the Fund during the fiscal period. A 100% portfolio turnover rate would occur, for example,
if all of the portfolio securities (other than short-term securities) were replaced once during the fiscal
period. Portfolio turnover rates will vary from year to year, depending on market conditions and the nature of
the Fund's holdings. As of the date of this SAI, the Fund is new and has no operating history, and therefore
portfolio turnover information is not yet available.
DISCLOSURE OF PORTFOLIO HOLDINGS
Quarterly Portfolio Schedule. The Trust is required to disclose, after its first and third fiscal quarters, the
complete schedule of the Fund’s portfolio holdings with the SEC on Form N-PORT. The Trust also discloses a complete schedule of the Fund’s portfolio holdings with the SEC on Form N-CSR after its second and fourth fiscal quarters.
The Trust’s Forms N-PORT and Forms N-CSR on behalf of the Fund will be available on the SEC's website at www.sec.gov. The Trust’s Forms N-PORT and Forms N-CSR are available without charge, upon request, by calling 1-630-933-9600 or 1-800-983-0903 or by writing to Invesco Actively
Managed Exchange-Traded Fund Trust at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515.
Portfolio Holdings Policy. The Trust has adopted a policy regarding the disclosure of information about the
Trust's portfolio holdings. The Board must approve all material amendments to this
policy.
Each business day before the opening of regular trading on the Exchange, the Fund
discloses on its website (www.invesco.com/ETFs) the portfolio holdings that will form the basis for the Fund’s next calculation of NAV per Share. The Trust, the Adviser, the Sub-Adviser and The Bank of New York Mellon (“BNYM” or the “Administrator”) will not disseminate non-public information concerning the Trust.
31
Access to information concerning the Fund’s portfolio holdings may be permitted at other times: (i) to personnel of third-party service providers, including the Fund’s custodian, transfer agent, auditors and counsel, as may be necessary to conduct business in the ordinary course in a manner
consistent with such service providers’ agreements with the Trust on behalf of the Fund; or (ii) in instances when the Fund’s President and/or Chief Compliance Officer determines that (x) such disclosure serves
a reasonable business purpose and is in the best interests of the Fund’s shareholders; and (y) in making such disclosure, no conflict exists between the interests of the Fund’s shareholders and those of the Adviser or the Distributor.
MANAGEMENT
The primary responsibility of the Board is to represent the interests of the Fund
and to provide oversight of the management of the Fund. The Trust currently has nine Trustees. Eight Trustees are not “interested,” as that term is defined under the 1940 Act, and have no affiliation or business connection
with the Adviser or any of its affiliated persons and do not own any stock or other securities issued by the Adviser (the “Independent Trustees”). The remaining Trustee (the “Interested Trustee”) is affiliated with the Adviser.
The Independent Trustees of the Trust, their term of office and length of time served,
their principal business occupations during at least the past five years, the number of portfolios
in the Fund Complex (defined below) that they oversee and other directorships, if any, that they hold are shown below. The “Fund Complex” includes all open- and closed-end funds (including all of their portfolios) advised by the Adviser and any affiliated person of the Adviser. As of the date of this SAI, the “Fund Family” consists of the Trust and five other ETF trusts advised by the Adviser.
|
Name, Address and
Year of Birth
of Independent Trustees
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
|
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
|
|
Ronn R. Bagge—1958
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Vice Chair of
the Board;
Chair of the
Nominating and
Governance
Committee and
Trustee
|
Vice Chair since
2018; Chair of
the Nominating
and Governance
Committee and
Trustee since
2008
|
Founder and Principal,
YQA Capital Management
LLC (1998-Present);
formerly, Owner/CEO of
Electronic Dynamic
Balancing Co., Inc. (high-
speed rotating equipment
service provider) (1988-
2001).
|
216
|
Chair (since 2021) and
member (since 2017)
of the Joint Investment
Committee, Mission
Aviation Fellowship
and MAF Foundation;
Trustee, Mission
Aviation Fellowship
(2017-Present).
|
|
Todd J. Barre—1957
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Trustee
|
Since 2010
|
Formerly, Assistant
Professor of Business,
Trinity Christian
College (2010-2016); Vice
President and Senior
Investment Strategist
(2001-2008), Director of
Open Architecture and
Trading (2007-2008),
Head of Fundamental
Research (2004-2007)
and Vice President and
Senior Fixed Income
Strategist (1994-2001),
BMO Financial
Group/Harris Private
Bank.
|
216
|
None.
|
|
Victoria J. Herget—1951
c/o Invesco Capital
Management LLC
|
Trustee
|
Since 2019
|
Formerly, Managing
Director (1993-2001),
Principal (1985-1993),
|
216
|
Trustee Emerita (2017-
present), Trustee
(2000-2017) and Chair
|
32
|
Name, Address and
Year of Birth
of Independent Trustees
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
|
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
|
|
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
|
|
Vice President (1978-
1985) and Assistant Vice
President (1973-1978),
Zurich Scudder
Investments (investment
adviser) (and its
predecessor firms).
|
|
(2010-2017), Newberry
Library; Member
(2002-present),
Rockefeller Trust
Committee; formerly,
Trustee, Chikaming
Open Lands (2014-
2023); Trustee, Mather
LifeWays (2001-2021);
Trustee, certain funds
in the Oppenheimer
Funds complex (2012-
2019); Board Chair
(2008-2015) and
Director (2004-2018),
United Educators
Insurance Company;
Independent Director,
First American Funds
(2003-2011); Trustee
(1992-2007), Chair of
the Board of Trustees
(1999-2007),
Investment Committee
Chair (1994-1999) and
Investment Committee
member (2007-2010),
Wellesley College;
Trustee, BoardSource
(2006-2009); Trustee,
Chicago City Day
School (1994-2005).
|
|
Marc M. Kole—1960
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Chair of the
Audit Committee
and Trustee
|
Chair of the
Audit Committee
and Trustee
since 2008
|
Formerly, Managing
Director of Finance (2020-
2021) and Senior Director
of Finance (2015-2020),
By The Hand Club for
Kids (not-for-profit); Chief
Financial Officer, Hope
Network (social services)
(2008-2012); Assistant
Vice President and
Controller, Priority Health
(health insurance) (2005-
2008); Regional Chief
Financial Officer, United
Healthcare (2005); Chief
Accounting Officer, Senior
Vice President of Finance,
Oxford Health Plans
(2000-2004); Audit
Partner, Arthur Andersen
LLP (1996-2000).
|
216
|
Finance Committee
Member (2015-2021;
2024-present),
Thornapple Evangelical
Covenant Church;
formerly Treasurer
(2018-2021), Audit
Committee Member
(2015), Thornapple
Evangelical Covenant
Church; Board and
Finance Committee
Member (2009-2017)
and Treasurer (2010-
2015, 2017),
NorthPointe Christian
Schools.
|
|
Yung Bong Lim—1964
c/o Invesco Capital
|
Chair of the
Investment
|
Chair of the
Investment
|
Managing Partner, RDG
Funds LLC (real estate)
|
216
|
Board Director, Beacon
Power Services, Corp.
|
33
|
Name, Address and
Year of Birth
of Independent Trustees
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
|
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
|
|
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Oversight
Committee and
Trustee
|
Oversight
Committee since
2014; Trustee
since 2013
|
(2008-Present); formerly,
Managing Director, Citadel
LLC (1999-2007).
|
|
(2019-Present);
formerly, Advisory
Board Member,
Performance Trust
Capital Partners, LLC
(2008-2020).
|
|
Joanne Pace—1958
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Trustee
|
Since 2019
|
Formerly, Senior Advisor,
SECOR Asset
Management, LP (2010-
2011); Managing Director
and Chief Operating
Officer, Morgan Stanley
Investment Management
(2006-2010); Partner and
Chief Operating Officer,
FrontPoint Partners, LLC
(alternative investments)
(2005-2006); Managing
Director (2003-2005),
Global Head of Human
Resources and member of
Executive Board and
Operating Committee
(2004-2005), Global Head
of Operations and Product
Control (2003-2004),
Credit Suisse (investment
banking); Managing
Director (1997-2003),
Controller and Principal
Accounting Officer (1999-
2003), Chief Financial
Officer (temporary
assignment) for the
Oversight Committee,
Long Term Capital
Management (1998-1999),
Morgan Stanley.
|
216
|
Council Member, New
York-Presbyterian
Hospital’s Leadership
Council on Children’s
and Women’s Health
(2012-Present);
formerly, Board
Director, Horizon Blue
Cross Blue Shield of
New Jersey (2012-
2024); Governing
Council Member
(2016-2023) and Chair
of Education
Committee (2017-
2021), Independent
Directors Council
(IDC); Advisory Board
Director, The Alberleen
Group LLC (2012-
2021); Board Member,
100 Women in Finance
(2015-2020); Trustee,
certain funds in the
Oppenheimer Funds
complex (2012-2019);
Lead Independent
Director and Chair of
the Audit and
Nominating Committee
of The Global Chartist
Fund, LLC,
Oppenheimer Asset
Management (2011-
2012); Board Director,
Managed Funds
Association (2008-
2010); Board Director
(2007-2010) and
Investment Committee
Chair (2008-2010),
Morgan Stanley
Foundation.
|
|
Gary R. Wicker—1961
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Trustee
|
Since 2013
|
Formerly, Senior Vice
President of Global
Finance and Chief
Financial Officer, RBC
Ministries (publishing
company) (2013-2024);
|
216
|
Board and Finance
Committee Member,
(2010- Present),
Finance Committee
Chair (2025-Present),
West Michigan Youth
|
34
|
Name, Address and
Year of Birth
of Independent Trustees
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
|
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
|
|
|
|
|
Executive Vice President
and Chief Financial
Officer, Zondervan
Publishing (a division of
Harper Collins/NewsCorp)
(2007-2012); Senior Vice
President and Group
Controller (2005- 2006),
Senior Vice President and
Chief Financial Officer
(2003-2004), Chief
Financial Officer (2001-
2003), Vice President,
Finance and Controller
(1999-2001) and Assistant
Controller (1997-1999),
divisions of The Thomson
Corporation (information
services provider); Senior
Audit Manager (1994-
1997),
PricewaterhouseCoopers
LLP.
|
|
For Christ; formerly,
Board Member and
Treasurer, Our Daily
Bread Ministries
Canada (2015-2024).
|
|
Donald H. Wilson—1959
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Chair of the
Board and
Trustee
|
Chair since
2012; Trustee
since 2008
|
Chair, President and Chief
Executive Officer,
McHenry Bancorp Inc. and
McHenry Savings Bank
(subsidiary) (2018-
Present); formerly, Chair
and Chief Executive
Officer, Stone Pillar
Advisors, Ltd. (2010-
2017); President and
Chief Executive Officer,
Stone Pillar Investments,
Ltd. (advisory services to
the financial sector) (2016-
2018); Chair, President
and Chief Executive
Officer, Community
Financial Shares, Inc. and
Community Bank—
Wheaton/Glen Ellyn
(subsidiary) (2013-2015);
Chief Operating Officer,
AMCORE Financial, Inc.
(bank holding company)
(2007-2009); Executive
Vice President and Chief
Financial Officer,
AMCORE Financial, Inc.
(2006-2007); Senior Vice
President and Treasurer,
Marshall & Ilsley Corp.
(bank holding company)
|
216
|
Director, Penfield
Children’s Center
(2004-Present); Board
Chair, Gracebridge
Alliance, Inc.
(2015-Present).
|
35
|
Name, Address and
Year of Birth
of Independent Trustees
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Independent
Trustees
|
Other Directorships
Held by
Independent Trustees
During the Past 5 Years
|
|
|
|
|
(1995-2006).
|
|
|
*
This is the date the Independent Trustee began serving the Trust. Each Independent
Trustee serves an indefinite term, until his or her successor is elected.
The Interested Trustee, President and Principal Executive Officer of the Trust, his term of office and length of time served, his principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships,
if any, held by the Interested Trustee, are shown below.
|
Name, Address and
Year of Birth
of Interested Trustee*
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served**
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Interested
Trustee
|
Other Directorships
Held by
Interested Trustee
During the Past 5 Years
|
|
Brian Hartigan—1978
Invesco Capital
Management LLC
3500 Lacey Road
Suite700
Downers Grove, IL 60515
|
Trustee,
President and
Principal
Executive
Officer
|
Trustee since
2024; President
and Principal
Executive
Officer since
2023
|
President and Principal
Executive Officer, Invesco
Exchange-Traded Fund
Trust, Invesco Exchange-
Traded Fund Trust II,
Invesco India Exchange-
Traded Fund Trust,
Invesco Actively Managed
Exchange-Traded Fund
Trust, Invesco Actively
Managed Exchange-
Traded Commodity Fund
Trust and Invesco
Exchange-Traded Self-
Indexed Fund Trust (2023
– Present); Managing
Director and Global Head
of ETFs, Indexed
Strategies, SMAs and
Model Portfolios, Chief
Executive Officer and
Principal Executive Officer,
Invesco Capital
Management LLC (2023 -
Present); Chief Executive
Officer, Manager and
Principal Executive Officer,
Invesco Specialized
Products, LLC (2023 –
Present); Director,
Co-Chief Executive Officer
and Co-President, Invesco
Capital Markets, Inc.
(2020 – Present);
Manager and President,
Invesco Investment
Advisers LLC (2020 –
Present) and Manager,
Invesco Indexing LLC
(2023 – Present); formerly,
Global Head of ETF
|
216
|
None.
|
36
|
Name, Address and
Year of Birth
of Interested Trustee*
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served**
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Interested
Trustee
|
Other Directorships
Held by
Interested Trustee
During the Past 5 Years
|
|
|
|
|
Investments and Indexed
Strategy (2020 - 2023);
Global Head of ETF
Investments (2017 -
2020); Head of
Investments-PowerShares
(2015 - 2017) and
Executive Director,
Product Development,
Invesco Capital Markets,
Inc. (2010 - 2015).
|
|
|
*
Mr. Hartigan is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer of the Adviser to the Trust.
**
The Interested Trustee serves an indefinite term, until his successor is elected.
The other executive officers of the Trust, their term of office and length of time
served, and their principal business occupations during at least the past five years are shown below.
|
Name, Address and
Year of Birth
of Executive Officer
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s) During at Least the Past 5 Years
|
|
Adrien Deberghes — 1967
Invesco Capital
Management LLC,
11 Greenway Plaza
Houston, TX 77046
|
Vice President
|
Since 2020
|
Vice President, Invesco Exchange-Traded Fund Trust, Invesco
Exchange-Traded Fund Trust II, Invesco India Exchange-Traded
Fund Trust, Invesco Actively Managed Exchange-Traded Fund
Trust, Invesco Actively Managed Exchange-Traded Commodity
Fund Trust and Invesco Exchange-Traded Self-Indexed Fund
Trust (2020-Present); Head of the Fund Office of the CFO, Fund
Administration and Vice President, Invesco Advisers, Inc. (2020-
Present); Principal Financial Officer (2020-Present), Treasurer
(2020-Present) and Senior Vice President (2023-Present), The
Invesco Funds; Director, Invesco Trust Company (2023-Present);
formerly, Vice President, The Invesco Funds (2020-2023); Senior
Vice President and Treasurer, Fidelity Investments (2008-2020).
|
|
Kelli Gallegos — 1970
Invesco Capital
Management LLC,
11 Greenway Plaza
Houston, TX 77046
|
Vice President
and Treasurer
|
Since 2018
|
Vice President, Invesco Advisers, Inc. (2020-Present); Principal
Financial and Accounting Officer- Pooled Investments, Invesco
Specialized Products, LLC (2018-Present); Vice President and
Treasurer, Invesco Exchange-Traded Fund Trust, Invesco
Exchange-Traded Fund Trust II, Invesco India Exchange-Traded
Fund Trust, Invesco Actively Managed Exchange-Traded Fund
Trust, Invesco Actively Managed Exchange-Traded Commodity
Fund Trust and Invesco Exchange-Traded Self-Indexed Fund
Trust (2018-Present); Principal Financial and Accounting Officer-
Pooled Investments, Invesco Capital Management LLC (2018-
Present); Vice President and Assistant Treasurer (2008-Present),
The Invesco Funds; formerly, Principal Financial Officer (2016-
2020) and Assistant Vice President (2008-2016), The Invesco
Funds; Assistant Treasurer, Invesco Specialized Products, LLC
(2018); Assistant Treasurer, Invesco Exchange-Traded Fund
Trust, Invesco Exchange-Traded Fund Trust II, Invesco India
Exchange-Traded Fund Trust and Invesco Actively Managed
Exchange-Traded Fund Trust (2012-2018), Invesco Actively
Managed Exchange-Traded Commodity Fund Trust (2014-2018)
and Invesco Exchange-Traded Self-Indexed Fund Trust (2016-
2018); and Assistant Treasurer, Invesco Capital Management LLC
(2013-2018).
|
37
|
Name, Address and
Year of Birth
of Executive Officer
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s) During at Least the Past 5 Years
|
|
Adam Henkel — 1980
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
|
Secretary
|
Since 2020
|
Assistant General Counsel (2024-Present) and Secretary (2020-
Present), Invesco Capital Management LLC; Secretary, Invesco
Specialized Products LLC (2020-Present); Secretary, Invesco
Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund
Trust II, Invesco India Exchange-Traded Fund Trust, Invesco
Actively Managed Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust and Invesco
Exchange-Traded Self-Indexed Fund Trust (2020-Present);
Assistant Secretary, Invesco Capital Markets, Inc. (2020-Present);
Assistant Secretary, The Invesco Funds (2014-Present); Manager
(2020-Present) and Secretary (2022-Present), Invesco Indexing
LLC; Manager, Invesco Investment Advisers LLC (2024-Present);
formerly, Assistant Secretary, Invesco Investment Advisers LLC
(2020-2024); Assistant Secretary of Invesco Exchange-Traded
Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India
Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Fund Trust and Invesco Actively Managed
Exchange-Traded Commodity Fund Trust (2014-2020); Chief
Compliance Officer of Invesco Capital Management LLC (2017);
Chief Compliance Officer of Invesco Exchange-Traded Fund
Trust, Invesco Exchange-Traded Fund Trust II, Invesco India
Exchange-Traded Fund Trust, Invesco Actively Managed
Exchange-Traded Fund Trust and Invesco Actively Managed
Exchange-Traded Commodity Fund Trust (2017); Senior Counsel,
Invesco, Ltd. (2013-2020); Assistant Secretary, Invesco
Specialized Products, LLC (2018-2020); Head of Legal - ETFs,
Invesco Capital Management LLC and Invesco Specialized
Products, LLC (2020-2024).
|
|
Peter Hubbard — 1981
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
|
Vice President
|
Since 2009
|
Vice President, Invesco Specialized Products, LLC (2018-
Present); Vice President, Invesco Exchange-Traded Fund Trust,
Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-
Traded Fund Trust, Invesco Actively Managed Exchange-Traded
Fund Trust (2009-Present), Invesco Actively Managed Exchange-
Traded Commodity Fund Trust (2014-Present) and Invesco
Exchange-Traded Self-Indexed Fund Trust (2016-Present); Vice
President and Director of Portfolio Management, Invesco Capital
Management LLC (2010-Present); Vice President, Invesco
Advisers, Inc. (2020-Present); formerly, Vice President of Portfolio
Management, Invesco Capital Management LLC (2008-2010);
Portfolio Manager, Invesco Capital Management LLC (2007-
2008); Research Analyst, Invesco Capital Management LLC
(2005-2007); Research Analyst and Trader, Ritchie Capital, a
hedge fund operator (2003-2005).
|
|
Rudolf E. Reitmann — 1971
Invesco Capital
Management LLC
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
|
Vice President
|
Since 2013
|
Head of Global Exchange Traded Funds Services, Invesco
Specialized Products, LLC (2018-Present); Vice President,
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded
Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco
Actively Managed Exchange-Traded Fund Trust (2013-Present),
Invesco Actively Managed Exchange-Traded Commodity Fund
Trust (2014-Present) and Invesco Exchange-Traded Self-Indexed
Fund Trust (2016-Present); Head of Global Exchange Traded
Funds Services, Invesco Capital Management LLC (2013-
Present); Vice President, Invesco Capital Markets, Inc. (2018-
Present).
|
|
Melanie Zimdars — 1976
Invesco Capital
Management LLC
|
Chief
Compliance
Officer
|
Since 2017
|
Chief Compliance Officer, Invesco Specialized Products, LLC
(2018-Present); Chief Compliance Officer, Invesco Capital
Management LLC (2017-Present); Chief Compliance Officer,
|
38
|
Name, Address and
Year of Birth
of Executive Officer
|
Position(s) Held
with Trust
|
Term of
Office and
Length of
Time Served*
|
Principal Occupation(s) During at Least the Past 5 Years
|
|
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
|
|
|
Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded
Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco
Actively Managed Exchange-Traded Fund Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust and Invesco
Exchange-Traded Self-Indexed Fund Trust (2017-Present);
formerly, Vice President and Deputy Chief Compliance Officer,
ALPS Holding, Inc. (2009-2017); Mutual Fund Treasurer/ Chief
Financial Officer, Wasatch Advisors, Inc. (2005-2008); Compliance
Officer, U.S. Bancorp Fund Services, LLC (2001-2005).
|
*
This is the date the Officer began serving the Trust in his or her current position.
Each Officer serves an indefinite term, until his or her successor is elected.
The Fund is newly established. As of the date of this SAI, none of the Trustees held
equity securities in the Fund. As of December 31, 2024, each Trustee held in the aggregate over $100,000 in equity securities in all of the registered investment companies overseen by the Trustees in the Fund Family, except for Brian Hartigan, an interested Trustee, who held $50,001 - $100,000. The holdings of Messrs. Bagge, Lim, and Wilson and Mses. Herget and Pace include Shares of certain funds in which they are deemed to be invested pursuant to the Trust’s deferred compensation plan (“DC Plan”), which is described below.
As of the date of this SAI, as to each Independent Trustee and his or her immediate
family members, no person owned, beneficially or of record, securities in an investment adviser or principal
underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with an investment adviser or principal underwriter of the
Fund.
Board and Committee Structure. As noted above, the Board is responsible for oversight of the Fund, including oversight of the duties performed by the Adviser for the Fund under the
investment advisory agreement, as amended and restated, between the Adviser and the Trust, on behalf of
the Fund (the “Investment Advisory Agreement”). The Board generally meets in regularly scheduled meetings five times a year and may meet more often as required. During the Trust’s fiscal year ended October 31, 2024, the Board held six meetings.
The Board has three standing committees, the Audit Committee, the Investment Oversight
Committee and the Nominating and Governance Committee, and has delegated certain responsibilities
to those Committees.
Mr. Kole (Chair), Ms. Pace, and Messrs. Wicker and Wilson currently serve as members
of the Audit Committee. The Audit Committee has the responsibility, among other things, to: (i)
approve and recommend to the Board the selection of the Trust’s independent registered public accounting firm, (ii) review the scope of the independent registered public accounting firm’s audit activity, (iii) review the audited financial statements, and (iv) review with such independent registered public accounting firm the adequacy
and the effectiveness of the Trust’s internal controls over financial reporting. During the Trust’s fiscal year ended October 31, 2024, the Audit Committee held five meetings.
Mr. Bagge, Dr. Barre, Ms. Herget and Mr. Lim (Chair) currently serve as members of
the Investment Oversight Committee. The Investment Oversight Committee has the responsibility, among
other things, (i) to review fund investment performance, including tracking error and correlation to a fund’s underlying index, (ii) to review any proposed changes to a fund’s investment policies, comparative benchmark indices or underlying index, and (iii) to review a fund’s market trading activities and portfolio transactions. The Investment Oversight Committee also oversees the Adviser’s process for fair valuing the Fund’s portfolio investments and receives reports from the Adviser regarding the fair valuation of the Fund’s portfolio investments in accordance with the Adviser’s Valuation Procedures, which have been approved by the Board (the “Valuation Procedures”). During the Trust’s fiscal year ended October 31, 2024, the Investment Oversight Committee held four meetings.
39
Mr. Bagge (Chair), Dr. Barre, Ms. Herget, Messrs. Kole and Lim, Ms. Pace, and Messrs.
Wicker and Wilson currently serve as members of the Nominating and Governance Committee. The
Nominating and Governance Committee has the responsibility, among other things, to identify and recommend
individuals for Board membership and evaluate candidates for Board membership. The Board will consider
recommendations for trustees from shareholders. Nominations from shareholders should
be in writing and sent to the Secretary of the Trust to the attention of the Chair of the Nominating
and Governance Committee, as described below under the caption “Shareholder Communications.” During the Trust’s fiscal year ended October 31, 2024, the Nominating and Governance Committee held four meetings.
Mr. Wilson, one of the Independent Trustees, serves as the chair of the Board (the “Independent Chair”). The Independent Chair, among other things, chairs the Board meetings, participates
in the preparation of the Board agendas and serves as a liaison between, and facilitates communication among,
the other Independent Trustees, the full Board, the Adviser and other service providers with respect to
Board matters. Mr. Bagge, as Chair of the Nominating and Governance Committee, serves as Vice Chair of the Board (“Vice Chair”). In the absence of the Independent Chair, the Vice Chair is responsible for all of the Independent Chair’s duties and may exercise any of the Independent Chair’s powers. The Chairs of each Committee also serve as liaisons between the Adviser and other service providers and the other Independent Trustees
for matters pertaining to the respective Committee. The Board believes that its current leadership structure
is appropriate taking into account the assets and number of funds in the Fund Family overseen by the Trustees,
the size of the Board and the nature of the funds’ business, as the Interested Trustee and the officers of the Trust provide the Board with insight as to the daily management of the funds while the Independent Chair promotes
independent oversight of the funds by the Board.
Risk Oversight. The Fund is subject to a number of risks, including operational, investment and compliance risks. The Board, directly and through its Committees, as part of its oversight
responsibilities, oversees the services provided by the Adviser and the Trust’s other service providers in connection with the management and operations of the Fund, as well as their associated risks. Under the
oversight of the Board, the Trust, the Adviser and other service providers have adopted policies, procedures
and controls to address these risks. The Board, directly and through its Committees, receives and reviews
information from the Adviser, other service providers, the Trust’s independent registered public accounting firm, Trust counsel and counsel to the Independent Trustees to assist it in its oversight responsibilities.
This information includes, but is not limited to, reports regarding the Fund’s investments, including Fund performance and investment practices, valuation of Fund portfolio securities, and compliance. The Board also
reviews, and must approve any proposed changes to, the Fund’s investment objective, policies and restrictions, and reviews any areas of non-compliance with the Fund’s investment policies and restrictions. The Audit Committee monitors the Trust’s accounting policies, financial reporting and internal control system and reviews any internal audit reports impacting the Trust. As part of its compliance oversight, the Board reviews
the annual compliance report issued by the Trust’s Chief Compliance Officer on the policies and procedures of the Trust and its service providers, proposed changes to those policies and procedures and quarterly
reports on any material compliance issues that arose during the period.
Experience, Qualifications and Attributes. As noted above, the Nominating and Governance Committee is responsible for identifying, evaluating and recommending trustee candidates. The Nominating
and Governance Committee reviews the background and the educational, business and professional
experience of trustee candidates and the candidates’ expected contributions to the Board. Trustees selected to serve on the Board are expected to possess relevant skills and experience, time availability
and the ability to work well with the other Trustees. In addition to these qualities and based on each Trustee’s experience, qualifications and attributes and the Trustees’ combined contributions to the Board, the following is a brief summary of the information that led to the conclusion that each Board member should serve as a Trustee.
Mr. Bagge has served as a trustee and Chair of the Nominating and Governance Committee
with the Fund Family since 2003 and as Vice Chair with the Fund Family since 2018. He founded
YQA Capital Management, LLC in 1998 and has since served as a principal. Mr. Bagge has served
as Chair (since 2021) and a member (since 2017) of the Joint Investment Committee of Mission Aviation Fellowship
and MAF Foundation, and has served as a member of the Board of Trustees of Mission Aviation
Fellowship since 2017.
40
Previously, Mr. Bagge was the owner and CEO of Electronic Dynamic Balancing Company
from 1988 to 2001. He began his career as a securities analyst for institutional investors, including
CT&T Asset Management and J.C. Bradford & Co. The Board considered that Mr. Bagge has served as a board member
or advisor for several privately held businesses and charitable organizations and the executive,
investment and operations experience that Mr. Bagge has gained over the course of his career and through his
financial industry experience.
Dr. Barre has served as a trustee with the Fund Family since 2010. He served as Assistant
Professor of Business at Trinity Christian College from 2010 to 2016. Additionally, he earned his
Doctor of Business Administration degree from Anderson University in 2019 with final dissertation research
focused on exchange-traded funds. Previously, he served in various positions with BMO Financial
Group/Harris Private Bank, including Vice President and Senior Investment Strategist (2001-2008), Director
of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President
and Senior Fixed Income Strategist (1994-2001). From 1983 to 1994, Dr. Barre was with the Office of
the Manager of Investments at Commonwealth Edison Co. He also was a staff accountant at Peat Marwick
Mitchell & Co. from 1981 to 1983. The Board considered the executive, financial and investment experience
that Dr. Barre has gained over the course of his career and through his financial industry experience.
Mr. Hartigan has served as a trustee with the Fund Family since 2024. He has served
as Managing Director, Global Head of ETFs, Indexed Strategies, SMAs and Model Portfolios, and
Chief Executive Officer and Principal Executive Officer of the Adviser since 2023. Before that, Mr. Hartigan
served as Global Head of ETF Investments of the Adviser since 2015 and held various other senior level positions
with the Adviser and its affiliates since 2010. In addition, Mr. Hartigan has served as President and Principal
Executive Officer of the Fund Family since 2023. The Board considered Mr. Hartigan’s senior executive positions with the Adviser.
Ms. Herget has served as a trustee with the Fund Family since 2019. She has served
as Trustee (2000- 2017), Chair (2010-2017) and Trustee Emerita (since 2017) of Newberry Library, and
as a member of the Rockefeller Trust Committee since 2002. Previously, she served as Trustee of Chikaming
Open Lands (2014-2023), Trustee of Mather LifeWays (2001-2021), as Board Chair (2008-2015) and Director (2004-2018)
of United Educators Insurance Company, as Trustee of certain funds in the Oppenheimer
Funds complex (2012- 2019) and as Independent Director of the First American Funds (2003-2011). Ms. Herget
served as Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant
Vice President (1973- 1978) of Zurich Scudder Investments (and its predecessor firms), as Trustee (1992-2007),
Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee
member (2007-2010) of Wellesley College and as Trustee of BoardSource (2006-2009) and Chicago
City Day School (1994-2005). The Board considered the executive, financial and investment experience
that Ms. Herget has gained over the course of her career and through her financial industry experience.
Mr. Kole has served as a trustee with the Fund Family since 2006 and Chair of the
Audit Committee with the Fund Family since 2008. Mr. Kole has served as Treasurer (2018-2021), Finance Committee Member (2015-2021; 2024-present) and Audit Committee Member (2015) of Thornapple Evangelical
Covenant Church. He was the Managing Director of Finance from 2020 to 2021 and was Senior Director
of Finance from 2015 to 2020, of By The Hand Club for Kids. Mr. Kole also was the Chief Financial
Officer of Hope Network from 2008 to 2012 and he was the Assistant Vice President and Controller at
Priority Health from 2005 to 2008, Regional Chief Financial Officer of United Healthcare from 2004 to 2005,
Chief Accounting Officer and Senior Vice President of Finance of Oxford Health Plans from 2000 to 2004
and Audit Partner at Arthur Andersen LLP from 1996 to 2000. Mr. Kole served as Board and Finance Committee Member (2009-2017) and Treasurer (2010-2015, 2017) of NorthPointe Christian Schools. The Board has determined
that Mr. Kole qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Kole has gained over the course
of his career and through his financial industry experience.
Mr. Lim has served as a trustee with the Fund Family since 2013 and Chair of the Investment
Oversight Committee with the Fund Family since 2014. He has been a Managing Partner of RDG Funds
LLC since 2008. Previously, he was a Managing Director and the Head of the Securitized Products
Group of Citadel LLC
41
(1999-2007). Prior to his employment with Citadel LLC, he was a Managing Director
with Salomon Brothers Inc. Mr. Lim has served as a Board Director of Beacon Power Services, Corp. since
2019 and served as an Advisory Board Member of Performance Trust Capital Partners, LLC (2008-2020). The
Board considered the executive, financial, operations and investment experience that Mr. Lim has gained
over the course of his career and through his financial industry experience.
Ms. Pace has served as a trustee with the Fund Family since 2019. She has served as
a Council Member of New York-Presbyterian Hospital’s Leadership Council on Children’s and Women’s Health since 2012. Previously, she has served as Board Director of Horizon Blue Cross Blue Shield of New Jersey (2012-2024), Governing Council Member (2016-2023) and Chair of Education Committee (2017-2021)
of Independent Directors Council (IDC), an Advisory Board Director of The Alberleen Group LLC (2012-2021),
a Board Member of 100 Women in Finance (2015-2020), a Trustee of certain funds in the Oppenheimer
Funds complex (2012-2019), as Senior Advisor of SECOR Asset Management, LP (2010-2011),
as Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010)
and as Partner and Chief Operating Officer of FrontPoint Partners, LLC (2005-2006). Ms. Pace also
held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources
and member of Executive Board and Operating Committee (2004-2005), and Global Head of Operations
and Product Control (2003-2004). She also held the following positions at Morgan Stanley: Managing Director
(1997-2003), Controller and Principal Accounting Officer (1999-2003); and Chief Financial Officer
(temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). She also served
as Lead Independent Director and Chair of the Audit and Nominating Committee of The Global
Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012), as Board Director of Managed Funds Association
(2008-2010) and as Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee
Chair (2008-2010). The Board has determined that Ms. Pace qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial, operations and investment
experience that Ms. Pace has gained over the course of her career and through her financial industry experience.
Mr. Wicker has served as a trustee with the Fund Family since 2013. Mr. Wicker served as a Board and Finance Committee Member (2010-Present) and as the Finance Committee Chair (2025-Present)
of West Michigan Youth For Christ, and he served as Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries from 2013 to 2024. Previously, he was the Executive Vice
President and Chief Financial Officer of Zondervan Publishing from 2007 to 2012. Prior to his employment
with Zondervan Publishing, he held various positions with divisions of The Thomson Corporation, including
Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial
Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001)
and Assistant Controller (1997-1999). Prior to that, Mr. Wicker was Senior Manager in the Audit
and Business Advisory Services Group of Price Waterhouse (1994-1996). Mr. Wicker served as a Board Member and Treasurer of Our Daily Bread Ministries Canada (2015-2024). The Board has determined that Mr. Wicker
qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Wicker has gained over the course of his career and
through his financial industry experience.
Mr. Wilson has served as a trustee with the Fund Family since 2006 and as the Independent
Chair with the Fund Family since 2012. He also served as lead Independent Trustee in 2011. He
has served as the Chair, President and Chief Executive Officer of McHenry Bancorp Inc. and McHenry Savings
Bank since 2018. Previously, he was Chair and Chief Executive Officer of Stone Pillar Advisors,
Ltd. (2010-2017). He was also President and Chief Executive Officer of Stone Pillar Investments, Ltd. (2016-2018).
Mr. Wilson was also the Chair, President and Chief Executive Officer of Community Financial Shares, Inc.
and its subsidiary, Community Bank—Wheaton/Glen Ellyn (2013-2015). He also was the Chief Operating Officer (2007-2009) and Executive Vice President and Chief Financial Officer (2006-2007) of AMCORE Financial,
Inc. Mr. Wilson also served as Senior Vice President and Treasurer of Marshall & Ilsley Corp. from
1995 to 2006. He started his career with the Federal Reserve Bank of Chicago, serving in several roles in the
bank examination division and the economic research division. Mr. Wilson has served as a Director of Penfield Children’s Center (2004-Present) and as Board Chair of Gracebridge Alliance, Inc. (2015-Present). The Board has determined
that Mr.
42
Wilson qualifies as an “audit committee financial expert” as defined by the SEC. The Board considered the executive, financial and operations experience that Mr. Wilson has gained over the
course of his career and through his financial industry experience.
This disclosure is not intended to hold out any Trustee as having any special expertise
and shall not impose greater duties, obligations or liabilities on the Trustees. The Trustees’ principal occupations during at least the past five years are shown in the above tables.
For his or her services as a Trustee of the Trust and other trusts in the Fund Family,
each Independent Trustee receives an annual retainer of $390,000 (the “Retainer”). The Retainer for the Independent Trustees is allocated half pro rata among all the funds in the Fund Family and the other half
is allocated among all of the funds in the Fund Family based on average net assets. The Independent Chair receives
an additional $130,000 per year for his service as the Independent Chair, allocated in the same manner as
the Retainer. The chair of the Audit Committee receives an additional fee of $40,000 per year, the chair of the Nominating and Governance Committee receives an additional fee of $35,000 per year and the chair of the Investment Oversight Committee receives an additional fee of $30,000 per year, each allocated
in the same manner as the Retainer. Prior to January 1, 2025, the Retainer for each Independent Trustee was $370,000, the Independent Chair received an additional fee of $120,000 and the chair of the Audit Committee received an additional fee of $35,000. Each Trustee also is reimbursed for travel and other out-of-pocket expenses incurred in attending Board and committee meetings.
The DC Plan allows each Independent Trustee to defer payment of all, or a portion,
of the fees that the Trustee receives for serving on the Board throughout the year. Each eligible Trustee
generally may elect to have deferred amounts credited with a return equal to the total return of one or more
registered investment companies within the Fund Family that are offered as investment options under the DC Plan. At the Trustee’s election, distributions are either in one lump sum payment, or in the form of equal
annual installments over a period of years designated by the Trustee. The rights of an eligible Trustee and the
beneficiaries to the amounts held under the DC Plan are unsecured, and such amounts are subject to the
claims of the creditors of a fund. The Independent Trustees are not eligible for any pension or profit sharing
plan in their capacity as Trustees.
The following sets forth the fees paid to each Trustee for the fiscal year ended October 31, 2024.
|
Name of Trustee
|
Aggregate
Compensation From
the Trust(1)
|
Pension or Retirement
Benefits accrued as part of
Fund Expenses
|
Total Compensation Paid
From Fund Complex(2)
|
|
Independent Trustees
|
|
|
|
|
Ronn R. Bagge
|
$15,057
|
N/A
|
$399,167
|
|
Todd J. Barre
|
$13,829
|
N/A
|
$366,667
|
|
Edmund P. Giambastiani, Jr.(3)
|
$6,710
|
N/A
|
$181,667
|
|
Victoria J. Herget
|
$13,829
|
N/A
|
$366,667
|
|
Marc M. Kole
|
$15,148
|
N/A
|
$401,667
|
|
Yung Bong Lim
|
$14,899
|
N/A
|
$395,000
|
|
Joanne Pace
|
$13,829
|
N/A
|
$366,667
|
|
Gary R. Wicker
|
$13,829
|
N/A
|
$366,667
|
|
Donald H. Wilson
|
$18,829
|
N/A
|
$486,667
|
|
Interested Trustee
|
|
|
|
|
Brian Hartigan(4)
|
N/A
|
N/A
|
N/A
|
|
Anna Paglia(5)
|
N/A
|
N/A
|
N/A
|
(1)
Because the Fund had not commenced operations as of October 31, 2024, the Fund did not pay any of the amounts shown in this table.
(2)
The amounts shown in this column represent the aggregate compensation paid by all
funds of the trusts in the Fund Family for the fiscal year ended October 31, 2024, before deferral by the Trustee under the DC Plan. During the fiscal year ended
43
October 31, 2024, Mr. Lim deferred 100% of his compensation, Mr. Wilson deferred $163,330 of his compensation and Ms. Herget deferred $308,330 of her compensation.
(3)
Admiral Giambastiani retired from the Board effective May 2, 2024.
(4)
Mr. Hartigan was appointed to the Board effective December 12, 2024.
(5)
Ms. Paglia resigned from the Board effective November 28, 2023.
Management Ownership. As of the date of this SAI, the Trustees and Officers, as a group, owned none of the Fund’s outstanding Shares.
Principal Holders and Control Persons. The Fund is new and, as of the date of this SAI, no person owned of record more than 5% of the outstanding Shares.
Shareholder Communications. Shareholders may send communications to the Trust's Board by addressing the communications directly to the Board (or individual Board members)
and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual
Board members). Shareholders may send the communication to either the Trust's office or directly to
such Board members at the address specified for each Trustee. Management will review and generally respond
to other shareholder communications the Trust receives that are not directly addressed and sent to the
Board. Such communications will be forwarded to the Board at management's discretion based on
the matters contained therein.
Investment Adviser. The Adviser provides investment tools and portfolios for advisers and investors.
The Adviser is committed to theoretically sound portfolio construction and empirically
verifiable investment management approaches. Its asset management philosophy and investment discipline are
rooted deeply in the application of intuitive factor analysis and model implementation to enhance investment
decisions.
The Adviser acts as investment adviser for, and manages the investment and reinvestment
of, the assets of the Fund. For the Fund, the Adviser oversees the Sub-Adviser and delegates to the
Sub-Adviser the duties of the investment and reinvestment of the Fund’s assets. The Adviser also administers the Trust’s business affairs, provides office facilities and equipment and certain clerical, bookkeeping
and administrative services, and permits any of its officers or employees to serve without compensation as Trustees
or officers of the Trust if elected to such positions.
Invesco Capital Management LLC, organized February 7, 2003, is located at 3500 Lacey
Road, Suite 700, Downers Grove, Illinois 60515. Invesco Ltd. is the parent company of the Adviser
and the Sub-Adviser and is located at 1331 Spring Street N.W., Suite 2500, Atlanta, Georgia 30309. Invesco
Ltd. and its subsidiaries are an independent global investment management group.
Sub-Adviser. Invesco Advisers manages the investment and reinvestment of the assets of the Fund
on an ongoing basis under the supervision of the Adviser. Invesco Advisers is located at
1331 Spring Street N.W., Suite 2500, Atlanta, Georgia 30309.
Portfolio Managers. The Adviser and Sub-Adviser use a team of portfolio managers (the “Portfolio Managers”), investment strategists and other investment specialists. This team approach brings together many disciplines and leverages the Adviser’s and Sub-Adviser’s extensive resources. Brian Watson, CFA and Robert (Bob) Coble are jointly and primarily responsible for the day-to-day management
of the Fund.
As of November 30, 2024, Mr. Watson managed 4 registered investment companies with approximately $7.8 billion in assets, no other pooled investment vehicles and 41 other accounts with approximately $131.1 million in assets.
As of November 30, 2024, Mr. Coble did not manage any registered investment companies, other pooled investment vehicles or other accounts.
Because the Portfolio Managers may manage assets for other investment companies, pooled investment vehicles and/or other accounts, there may be an incentive to favor one client over
another, resulting in conflicts of interest. For instance, the Adviser and/or Sub-Adviser may receive fees
from certain accounts that are higher than the fee it receives from the Fund. In addition, a conflict of interest
could exist to the extent that
44
the Adviser and/or Sub-Adviser has proprietary investments in certain accounts, where
portfolio managers have personal investments in certain accounts or when certain accounts are investment
options in the Adviser and/or Sub-Adviser’s employee benefits and/or deferred compensation plans. If the Adviser and/or Sub-Adviser manages accounts that engage in short sales of securities of the type in which the
Fund invests, the Adviser and/or Sub-Adviser could be seen as harming the performance of the Fund for
the benefit of the accounts engaging in short sales if the short sales cause the market value of the
securities to fall. The Adviser and/or Sub-Adviser have adopted trade allocation and other policies and procedures
that it believes are reasonably designed to address these and other conflicts of interest.
Description of Compensation Structure—Sub-Adviser. The Sub-Adviser seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber
investment professionals. The Portfolio Managers receive a base salary, an incentive bonus opportunity, and an equity compensation opportunity. The Portfolio Managers’ compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors
used to determine bonuses to promote competitive Fund performance. The Sub-Adviser evaluates competitive market
compensation by reviewing compensation survey results conducted by an independent third party of investment
industry compensation. The Portfolio Managers’ compensation consists of the following three elements:
Base Salary. The Portfolio Managers are paid a base salary. In setting the base salary, the Sub-Adviser’s intention is to be competitive in light of a portfolio manager’s experience and responsibilities.
Annual Bonus. The Portfolio Managers are eligible, along with other employees of the Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation Committee of
Invesco Ltd. reviews and approves the amount of the bonus pool available considering investment performance
and financial results in its review. In addition, while having no direct impact on individual bonuses, assets
under management are considered when determining the starting bonus funding levels. A portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e., investment performance) and
non-quantitative factors (which may include, but are not limited to, individual performance, risk management
and teamwork).
A portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager as described in Table 1 below.
|
Sub-Adviser
|
Performance Time Period(1)
|
|
Invesco Advisers(2)
|
One-, Three- and Five-year performance
against Fund peer group.
|
(1)
Rolling time periods based on calendar year end.
(2)
Portfolio managers may be granted an annual deferral award that vests on a pro rata basis over
a four-year period and final payments are based on the performance of eligible funds selected by the Sub-Adviser
portfolio manager at the time the award is granted.
High investment performance (against applicable peer group) would deliver compensation
generally associated with top pay in the industry (determined by reference to the third-party
provided compensation survey information) and poor investment performance (versus applicable peer group)
would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are
reviewed and approved collectively by senior leadership which has responsibility for executing the compensation
approach across the organization.
There is no policy regarding, or agreement with, the Sub-Adviser’s portfolio managers or any other senior executive of the Sub-Adviser to receive bonuses or any other compensation in connection
with the performance of any of the funds managed by the Sub-Adviser’s portfolio managers.
Deferred/Long Term Compensation. The Portfolio Managers may be granted an annual deferral award that allows them to select receipt of shares of certain sub-advised funds with a four
year pro rata vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from
pools determined from time to time by the Compensation Committee of Invesco Ltd.’s Board of Directors. The vesting period aligns the interests of portfolio managers with the long-term interests of clients and shareholders, and creates
an incentive to retain key talent.
45
The Portfolio Managers also participate in benefit plans and programs available generally to all employees.
Portfolio Holdings. As of the date of this SAI, the Fund has not yet commenced investment operations,
and none of the Portfolio Managers beneficially own any Shares.
Investment Advisory Agreement. Pursuant to an investment advisory agreement between the Adviser and the Trust (the “Investment Advisory Agreement”), the Fund has agreed to pay the Adviser for its services an annual fee equal to a percentage of its average daily net assets as set forth below (the “Advisory Fee”).
|
Fund
|
Advisory Fee
|
|
Invesco SteelPath MLP & Energy Infrastructure ETF
|
0.75%
|
|
|
|
The Advisory Fee paid by the Fund to the Adviser set forth in the table above is an
annual unitary management fee. Out of the unitary management fee, the Adviser pays for substantially
all expenses of the Fund including payments to the Sub-Adviser, the cost of transfer agency, custody,
fund administration, legal, audit and other services, except for distribution fees, if any, brokerage expenses,
taxes, interest, Acquired Fund Fees and Expenses, if any, litigation expenses, and other extraordinary expenses,
including proxy expenses (except for such proxies related to: (i) changes to the Investment Advisory
Agreement, (ii) the election of any Board member who is an “interested person” of the Trust, or (iii) any other matters that directly benefit the Adviser).
The Fund may invest in money market funds that are managed by affiliates of the Adviser
and other funds (including ETFs) managed by the Adviser or affiliates of the Adviser (collectively, “Underlying Affiliated Investments”). The indirect portion of the advisory fees that the Fund incurs through such Underlying Affiliated Investments is in addition to the Advisory Fee payable to the Adviser by the Fund.
Therefore, the Adviser has agreed to waive the Advisory Fee payable by the Fund in an amount equal to the lesser
of: (i) 100% of the net advisory fees earned by the Adviser or an affiliate of the Adviser that are attributable to the Fund’s Underlying Affiliated Investments or (ii) the Advisory Fee available to be waived. This waiver does not apply to the Fund’s investment of cash collateral received for securities lending. This waiver is in place
through at least August 31, 2026, and there is no guarantee that the Adviser will extend it past that date.
Under the Investment Advisory Agreement, the Adviser will not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance
of the Investment Advisory Agreement, except a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard of
its duties and obligations thereunder. The Investment Advisory Agreement continues in effect (following its initial
term) only if approved annually by the Board, including a majority of the Independent Trustees. The Investment
Advisory Agreement terminates automatically upon assignment and is terminable at any time without penalty
as to the Fund by the Board, including a majority of the Independent Trustees, or by vote of the holders of a majority of that Fund’s outstanding voting securities on 60 days’ written notice to the Adviser, or by the Adviser on 60 days’ written notice to the Fund.
Sub-Advisory Agreements. The Adviser has entered into sub-advisory agreements with certain affiliates to serve as sub-advisers to the Fund (each, a “Sub-Advisory Agreement”) pursuant to which these affiliated sub-advisers may be appointed by the Adviser from time to time to provide discretionary investment
management services, investment advice and/or order execution services to the Fund. These affiliated
sub-advisers are:
●
Invesco Advisers, Inc. (previously defined as “Invesco Advisers” or the “Sub-Adviser”);
●
Invesco Asset Management Deutschland GmbH (“Invesco Deutschland”);
●
Invesco Asset Management Limited (“Invesco Asset Management”);
●
Invesco Asset Management (Japan) Limited (“Invesco Japan”);
●
Invesco Hong Kong Limited (“Invesco Hong Kong”);
46
●
Invesco Senior Secured Management, Inc. (“ISSM”); and
●
Invesco Canada Ltd. (“Invesco Canada”).
The Adviser and each affiliated sub-adviser listed above are indirect, wholly owned
subsidiaries of Invesco Ltd. Under each Sub-Advisory Agreement, each sub-adviser will not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with
the performance of the Sub-Advisory Agreement, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of sub-adviser in the performance of its duties or from reckless disregard
of its duties and obligations thereunder. Each Sub-Advisory Agreement continues in effect (following their initial
term) only if approved annually by the Board, including a majority of the Independent Trustees.
Each Sub-Advisory Agreement terminates automatically upon assignment or termination
of the Advisory Agreement and are terminable at any time without penalty as to the Fund by the Board,
including a majority of the Independent Trustees, or by vote of the holders of a majority of the Fund’s outstanding voting securities on 60 days’ written notice to the Sub-Adviser, by the Adviser on 60 days’ written notice to the Sub-Adviser or by the Sub-Adviser on 60 days’ written notice to the Trust.
Invesco Advisers currently serves as Sub-Adviser to the Fund. The Adviser pays the
Sub-Adviser a fee which will be computed daily and paid as of the last day of each month equal to 40% of the Adviser’s monthly compensation with respect to the assets of the Fund for which the Sub-Adviser provides
sub-advisory services. On an annual basis, the Sub-Advisory fee is equal to 40% of the Adviser’s compensation of the sub-advised assets per year.
Invesco Advisers is located at 1331 Spring Street N.W., Suite 2500, Atlanta, Georgia
30309.
Invesco Deutschland is located at An der Welle 5, 1st Floor, Frankfurt, Germany 60322.
Invesco Asset Management is located at Perpetual Park, Perpetual Park Drive, Henley-on-Thames,
Oxfordshire, RG9 1HH, United Kingdom.
Invesco Japan is located at Roppongi Hills Mori Tower 14th Floor, 6-10-1 Roppongi, Minato-ku, Tokyo 106-6114, Japan.
Invesco Hong Kong is located at 45F Jardine House, 1 Connaught Place, Central, Hong
Kong.
ISSM is located at 225 Liberty Street, New York, New York 10281.
Invesco Canada is located at 120 Bloor Street East, Suite 700, Toronto, Ontario, Canada
M4W 1B7.
Payments to Financial Intermediaries. The Adviser, the Distributor and/or their affiliates may enter into contractual arrangements with certain broker-dealers, banks and other financial intermediaries
(each, an “Intermediary” and together, the “Intermediaries”) that the Adviser, the Distributor and/or their affiliates believe may benefit the Fund or other Invesco ETFs generally. Pursuant to such arrangements,
the Adviser, the Distributor and/or their affiliates may provide cash payments or non-cash compensation,
from their own assets and not from the assets of the Fund, to Intermediaries for certain activities
that are designed to make registered representatives and other professionals more knowledgeable about exchange-traded
products, including the Fund; or for other activities, such as marketing, presentations, educational
training programs, conferences, data collection and provision, technology support, the development of
technology platforms and reporting systems, and providing their customers with access to the Fund via online
platforms. The Adviser, the Distributor, or their affiliates may, from their own assets, provide payments
to intermediaries for reimbursement of costs or otherwise support services or other activities that the
Adviser, the Distributor and/or their affiliates believe may facilitate investment in the Fund or other Invesco ETFs.
Any payments made pursuant to such arrangements may vary in any year and may be different
for different Intermediaries. In certain cases, the payments described here may be subject
to certain minimum payment levels. Although a portion of the Adviser’s revenue comes directly or indirectly in part from fees paid by the Fund, payments to Intermediaries are not financed by the Fund and therefore
do not increase the price paid by investors for the purchase of shares of, or the costs of owning, the Fund
or reduce the amount
47
received by a shareholder as proceeds from the redemption of Shares. As a result,
such payments are not reflected in the fees and expenses listed in the fees and expenses sections of the Fund’s Prospectus.
The Adviser periodically assesses the advisability of continuing to make these payments.
Payments to an Intermediary may be significant to that Intermediary, and amounts that Intermediaries
pay to your adviser, broker or other investment professional, if any, may also be significant to such adviser,
broker or investment professional. Because an Intermediary may make decisions about what investment options
it will make available or recommend, and what services to provide in connection with various products,
based on payments it receives or is eligible to receive, such payments create conflicts of
interest between the Intermediary and its clients. For example, these financial incentives may cause the
Intermediary to recommend the Fund over other investments. The same conflict of interest exists with
respect to your financial adviser, broker or investment professionals if he or she receives similar
payments from his or her intermediary firm.
As of January 31, 2025, the Intermediaries receiving such payments include Charles Schwab, Equitable Advisors, Jane Street Financial Limited, LPL Financial, Morgan Stanley Smith Barney
LLC, Nitrogen Wealth Inc., Pershing LLC, Raymond James and Wells Fargo.
Please contact your salesperson, adviser, broker or other investment professional
for more information regarding any such payments or financial incentives his or her intermediary
firm may receive. Any payments made, or financial incentives offered, by the Adviser, Distributor
and/or their affiliates to an Intermediary may create the incentive for the Intermediary to encourage
customers to buy Shares.
Administrator. BNYM serves as administrator for the Fund. Its principal address is 240 Greenwich
Street, New York, NY 10286.
BNYM serves as Administrator for the Fund pursuant to a fund administration and accounting
agreement (the “Administrative Services Agreement”) with the Trust. Under the Administrative Services Agreement, BNYM is obligated, on a continuous basis, to provide such administrative services
as the Board reasonably deems necessary for the proper administration of the Trust and the Fund. BNYM will
generally assist in many aspects of the Trust's and the Fund’s operations, including accounting, bookkeeping and record keeping services (including, without limitation, the maintenance of such books and records
as are required under the 1940 Act and the rules thereunder, except as maintained by other service providers);
assist in preparing reports to shareholders or investors; prepare and file tax returns; supply financial
information and supporting data for reports to and filings with the SEC and various state Blue Sky authorities;
and supply supporting documentation for meetings of the Board.
Pursuant to the Administrative Services Agreement, the Trust has agreed to indemnify
the Administrator for certain liabilities, including certain liabilities arising under the federal securities
laws, unless such loss or liability results from negligence or willful misconduct in the performance of its
duties.
The administrative fees paid to BNYM are included in the Fund’s unitary management fee.
Custodian, Transfer Agent and Fund Accounting Agent. BNYM (the “Custodian” or “Transfer Agent”), located at 240 Greenwich Street, New York, NY 10286, also serves as custodian for
the Fund pursuant to a custodian agreement. As Custodian, BNYM holds the Fund’s assets, calculates the NAV of the Shares and calculates net income and realized capital gains or losses. BNYM also serves as Transfer
Agent and dividend disbursing agent for the Fund pursuant to a transfer agency agreement. Further, BNYM
serves as Fund accounting agent pursuant to the Administrative Services Agreement. As compensation
for the foregoing services, BNYM may be reimbursed for its out-of-pocket costs, and receive transaction
fees and asset-based fees which are accrued daily and paid monthly by the Adviser from the Advisory Fee.
Distributor. Invesco Distributors, Inc. (previously defined as the “Distributor”) is the distributor of the Shares. The Distributor's principal address is 11 Greenway Plaza, Houston, TX 77046-1173.
The Distributor has entered into a distribution agreement (the “Distribution Agreement”) with the Trust pursuant to which it distributes the Shares. The Fund continuously offers Shares for sale through the Distributor
only in Creation
48
Unit Aggregations, as described in the Prospectus and below under the heading “Creation and Redemption of Creation Unit Aggregations.”
The Distribution Agreement provides that it may be terminated as to the Fund at any
time, without the payment of any penalty, on at least 60 days' written notice by the Trust to the Distributor
(i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund. The Distribution Agreement will terminate automatically
in the event of its assignment (as defined in the 1940 Act).
Securities Lending Arrangements. The Fund may participate in a securities lending program (the “Program”) pursuant to a securities lending agreement that establishes the terms of the loan, including collateral requirements. Collateral may consist of cash, U.S. government securities,
letters of credit, or such other collateral as may be permitted under the Fund’s investment policies. The Fund may lend securities to securities brokers and other borrowers.
Under the Program, each of BNYM and Invesco Advisers serves as a securities lending
agent for the Fund. To the extent the Fund utilizes Invesco Advisers as an affiliated securities
lending agent, the Fund conducts its securities lending in accordance with, and in reliance upon, no-action
letters issued by the SEC staff that provide guidance on how an affiliate may act as a direct agent lender and
receive compensation for those services without obtaining exemptive relief. The Board has approved policies
and procedures that govern the Fund’s securities lending activities when utilizing an affiliated securities lending agent, such as Invesco Advisers, consistent with the guidance set forth in the no-action letters.
Invesco Advisers serves as a securities lending agent to other clients in addition
to the Fund. There are potential conflicts of interest involved in the Fund’s use of Invesco Advisers as an affiliated securities lending agent, including but not limited to: (i) Invesco Advisers as securities lending agent
may have an incentive to increase or decrease the amount of securities on loan, lend particular securities,
delay or forgo calling securities on loan, or lend securities to less creditworthy borrowers, in order to
generate additional fees for Invesco Advisers; and (ii) Invesco Advisers as securities lending agent may have an
incentive to allocate loans to clients that would provide more fees to Invesco Advisers. Invesco Advisers
seeks to mitigate these potential conflicts of interest by utilizing a lending methodology designed to provide
its securities lending clients with equal lending opportunities over time.
In addition, the Adviser renders certain administrative services to the funds that
engage in securities lending activities, which include, where applicable: (a) overseeing participation
in the Program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting
the securities lending agent or principal in determining which specific securities are available for loan; (c)
monitoring the securities lending agent to ensure that securities loans are effected in accordance with the Adviser’s instructions and with procedures adopted by the Board; (d) monitoring the creditworthiness of the securities
lending agent and borrowers to ensure that securities loans are effected in accordance with the Adviser’s risk policies; (e) preparing appropriate periodic Board reports with respect to securities lending activities;
(f) responding to securities lending agent inquiries; and (g) performing such other duties as may be
necessary.
Aggregations. The Distributor does not distribute Shares in less than Creation Unit Aggregations.
The Distributor will deliver a Prospectus (or a Summary Prospectus) and, upon request,
this SAI to persons purchasing Creation Unit Aggregations and will maintain records of both orders placed
with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered
under the Exchange Act, and a member of the Financial Industry Regulatory Authority (“FINRA”).
The Distributor also may enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Unit Aggregations of the Shares. Such Soliciting Dealers also
may be Participating Parties (as defined in “Creation and Redemption of Creation Unit Aggregations” below) and DTC Participants (as defined in “DTC Acts as Securities Depository for Shares” below).
49
BROKERAGE TRANSACTIONS AND COMMISSIONS ON AFFILIATED TRANSACTIONS
The policy of the Adviser and the Sub-Adviser regarding purchases and sales of securities is
to give primary consideration to obtaining the most favorable prices and efficient executions
of transactions under the circumstances. Consistent with this policy, when securities transactions are effected
on a stock exchange, the Adviser’s and the Sub-Adviser’s policies are to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all
circumstances. In seeking to determine the reasonableness of brokerage commissions paid in any transaction,
the Adviser and the Sub-Adviser, as applicable, rely upon their experience and knowledge regarding
commissions generally charged by various brokers. The sale of Shares by a broker-dealer is not a factor
in the selection of broker-dealers. To the extent that the Fund’s assets are managed by the Sub-Adviser, the decision to buy and sell securities and broker-dealer selection will be made by the Sub-Adviser for the assets
it manages. Unless specifically noted, the Sub-Adviser’s brokerage allocation procedures do not materially differ from the Adviser's procedures.
In seeking to implement its policies, the Sub-Adviser effects transactions with those brokers and dealers that the Sub-Adviser believes provide the most favorable prices and are capable of providing
efficient executions. In choosing brokers to execute portfolio transactions for the Fund, the Sub-Adviser may select brokers that are not affiliated with Invesco that provide brokerage and/or research services (i.e., “Soft Dollar Products”) to the Fund and/or the other accounts over which the Sub-Adviser and its affiliates have investment discretion. Section 28(e) of the Exchange Act provides that 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), the Sub-Adviser 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 [the Sub-Adviser’s] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion.” The Soft Dollar Products provided by the broker also must lawfully and appropriately assist the Sub-Adviser in the performance of its investment
decision-making responsibilities. Accordingly, the Fund may pay a broker commissions higher than those
available from another broker in recognition of the broker’s provision of Soft Dollar Products to the Sub-Adviser or its affiliates.
The Sub-Adviser faces a potential conflict of interest when it uses client trades
to obtain Soft Dollar Products. This conflict exists because the Sub-Adviser is able to use the Soft Dollar
Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces the Sub-Adviser’s expenses to the extent that it would have purchased such products had they not been provided
by brokers. Section 28(e) permits the Sub-Adviser to use Soft Dollar Products for the benefit of any account
it manages. Certain Sub-Adviser-managed accounts may generate soft dollars used to purchase Soft Dollar
Products that ultimately benefit other Sub-Adviser-managed accounts, effectively cross subsidizing
the other Sub-Adviser-managed accounts that benefit directly from the product. The Sub-Adviser may not use all
of the Soft Dollar Products provided by brokers through which the Fund effects securities transactions
in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
Fixed income funds normally do not generate soft dollar commissions to pay for Soft
Dollar Products. Therefore, soft dollar commissions used to pay for such products which are used to
manage certain fixed income funds are generated entirely by equity funds and other equity client accounts
managed by the Sub-Adviser. In other words, certain fixed income funds are cross-subsidized by the equity funds
in that the fixed income funds receive the benefit of soft dollar products services for which they do
not pay. Similarly, other accounts managed by the Sub-Adviser or certain of its affiliates may benefit from
soft dollar products services for which they do not pay.
The Sub-Adviser attempts to reduce or eliminate the potential conflicts of interest
concerning the use of Soft Dollar Products by directing client trades for such Soft Dollar Products only
if the Sub-Adviser concludes 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. The
Sub-Adviser uses soft
50
dollars to purchase two types of Soft Dollar Products: (1) proprietary research created
by the broker executing the trade, and (2) other products created by third parties that are supplied to the
Sub-Adviser through the broker executing the trade.
Proprietary research consists primarily of traditional research reports, recommendations
and similar materials produced by the in-house research staffs of broker-dealer firms. This research
includes evaluations and recommendations of specific companies or industry groups, as well as analyses
of general economic and market conditions and trends, market data, contacts and other related information
and assistance. The Sub-Adviser periodically rates the quality of proprietary research produced by various brokers.
Based on the evaluation of the quality of information that the Sub-Adviser receives from each broker,
the Sub-Adviser develops an estimate of each broker’s share of Invesco clients’ commission dollars and attempts to direct trades to these firms to meet these estimates.
The Sub-Adviser may use soft dollar commissions to acquire Soft Dollar Products from
third parties that are supplied to it or its affiliates 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
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 the Sub-Adviser has “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 the Sub-Adviser’s own research (and the research of certain of its affiliates), and may include the following types of products and
services:
●
Database Services – comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).
●
Quotation/Trading/News Systems – products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a
variety of news services.
●
Economic Data/Forecasting Tools – various macro-economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.
●
Quantitative/Technical Analysis – software tools that assist in quantitative and technical analysis of investment data.
●
Fundamental/Industry Analysis – industry specific fundamental investment research.
●
Fixed Income Security Analysis – data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections
and interest rate sensitivity analyses, which are relevant to fixed income securities.
●
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.
Occasionally, the Sub-Adviser may receive certain “mixed-use” research and brokerage services (i.e., it also serves functions that do not assist the investment decision-making or trading process). As a result, a portion of the cost of such services is eligible under Section 28(e) for payment with soft dollar commissions and a portion is not. If the Sub-Adviser determines that any service or product has a mixed use, it will allocate the costs of such service or product accordingly in its reasonable discretion. The Sub-Adviser will allocate brokerage commissions to brokers only for the portion of the service or product that
the Sub-Adviser
51
determines assists it in the investment decision-making or trading process and will
pay for the remaining value of the product or service with its own resources.
Outside research assistance is useful to the Sub-Adviser because the brokers used
by the Sub-Adviser tend to provide more in-depth analysis of a broader universe of securities and other matters than the Sub-Adviser’s staff follow. In addition, such services provide the Sub-Adviser 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 the Sub-Adviser’s clients, including the Fund. However, the Fund is 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, such products may be obtainable from alternative
sources in return for cash payments. The Sub-Adviser believes that because broker research supplements
rather than replaces its own research, the receipt of such research tends to improve the quality of the Sub-Adviser’s investment advice. The advisory fee paid by the Fund is not reduced because the Sub-Adviser receives
such services. To the extent the Fund’s portfolio transactions are used to obtain soft dollar products, the brokerage commissions obtained by the Fund might exceed those that might otherwise have been paid.
The Sub-Adviser may determine target levels of brokerage business with various brokers
on behalf of its clients (including the Fund) over a certain time period. The Sub-Adviser 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 affected through brokers
that recommend funds to their clients, or that act as agent in the purchase of a fund’s shares for their clients, provided that the Sub-Adviser believes such brokers provide best execution and such transactions are executed in
compliance with the Sub-Adviser’s policy against using directed brokerage to compensate brokers for promoting or selling fund shares. The Sub-Adviser will not enter into a binding commitment with brokers to place trades with
such brokers involving brokerage commissions in precise amounts.
Affiliated Transactions. The Adviser or Sub-Adviser may place trades with Invesco Capital Markets, Inc. (“ICMI”) a broker-dealer with whom it is affiliated, provided the Adviser or Sub-Adviser determines that ICMI's trade execution abilities and costs are at least comparable to those of non-affiliated
brokerage firms with which the Adviser or Sub-Adviser could otherwise place similar trades. ICMI receives
brokerage commissions in connection with effecting trades for the Fund and, therefore, use of ICMI presents
a conflict of interest for the Adviser or Sub-Adviser. Trades placed through ICMI, including the brokerage commissions
paid to ICMI, are subject to procedures adopted by the Board.
Allocation of Portfolio Transactions. The Sub-Adviser assumes the general supervision over placing orders on behalf of the Fund for the purchase or sale of portfolio securities. The
Sub-Adviser manages numerous Invesco funds and other accounts. Some of these accounts may have investment
objectives similar to the Fund. Occasionally, identical securities will be appropriate for investment
by multiple investment companies or other accounts. However, the position of each account in the same security
and the length of time that each account may hold its investment in the same security may vary. 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 and one
or more other accounts, and is considered at or about the same time, the Sub-Adviser will allocate transactions
in such securities among the Fund and these accounts on a pro rata basis based on order size or in such other
manner believed by the Sub-Adviser to be fair and equitable. 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 the Fund’s ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.
ADDITIONAL INFORMATION CONCERNING THE TRUST
The Trust is an open-end management investment company registered under the 1940 Act.
The Trust was organized as a Delaware statutory trust on November 6, 2007 pursuant to the Declaration
of Trust.
52
The Trust is authorized to issue an unlimited number of shares in one or more series or “funds.” The Board has the right to establish additional series in the future, to determine the
preferences, voting powers, rights and privileges thereof and to modify such preferences, voting powers, rights
and privileges without shareholder approval. The Declaration of Trust provides that the assets associated
solely with any series shall be held and accounted for separately from the assets of the Trust generally or of
any other series, and that liabilities belonging to a particular series shall be enforceable only against the
assets belonging to that series and not against the assets of the Trust generally or against the assets belonging
to any other series.
Each Share issued by the Fund has a pro rata interest in the assets of the Fund. Shares
have no preemptive, exchange, subscription or conversion rights and are freely transferable.
Each Share is entitled to participate equally in dividends and other distributions declared by the Board with
respect to the Fund, and in the net distributable assets of the Fund on liquidation.
Each Share has one vote with respect to matters upon which a shareholder vote is required
consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares
of all funds of the Trust vote together as a single class, except as otherwise required by the 1940 Act or if
the matter being voted on affects only a particular fund, and, if the matter affects a particular fund differently
from other funds, the shares of that fund will vote separately on such matter.
The Trustees may, except in limited circumstances, amend or supplement the Declaration
of Trust without shareholder vote. The holders of Shares are required to disclose information on direct
or indirect ownership of Shares as may be required to comply with various laws applicable to the Fund, and
ownership of Shares may be disclosed by the Fund if so required by law or regulation.
The Trust is not required and does not intend to hold annual meetings of shareholders.
Shareholders owning more than 33% of the outstanding Shares of the Trust have the right to call
a special meeting to remove one or more Trustees or for any other purpose by written request provided that
(1) such request shall state the purposes of such meeting and the matters proposed to be acted on, and (2)
the shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost
of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such shareholders.
The Trust’s bylaws require that to the fullest extent permitted by law, including Section 3804 (e) of the Delaware Statutory Trust Act, the Court of Chancery of the State of Delaware or, if
such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with
subject matter jurisdiction, shall be the sole and exclusive forum for any shareholder (including a beneficial
owner of shares) to bring derivatively or directly (i) any claim, suit, action or proceeding brought on behalf
of the Trust, (ii) any claim, suit, action or proceeding asserting a claim for breach of a fiduciary duty owed by
any Trustee, officer or employee, if any, of the Trust to the Trust or the Trust’s shareholders, (iii) any claim, suit, action or proceeding asserting a claim against the Trust, its Trustees, officers or employees, if any,
arising pursuant to any provision of Delaware statutory or common law, or any federal or state securities
law, in each case as amended from time to time, or the Trust’s Declaration of Trust or bylaws; or (iv) any claim, suit, action or proceeding asserting a claim against the Trust, its Trustees, officers or employees,
if any, governed by the internal affairs doctrine. Insofar as the Federal securities laws supersede state
law, the provisions in the Trust's bylaws related to exclusive forum described herein do not apply to claims
brought under the Federal securities laws to the extent that any such federal securities laws, rules or regulations,
do not permit such application. The designation of exclusive forum may make it more expensive for a shareholder
to bring a suit and may limit a shareholder's ability to litigate a claim in a jurisdiction or forum
that may be more convenient and favorable to the shareholder.
The Trust does not have information concerning the beneficial ownership of Shares
held by DTC Participants (as defined below).
Shareholders may make inquiries by writing to the Trust, c/o the Distributor, Invesco
Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
Book Entry Only System. The following information supplements and should be read in conjunction with the section in the Prospectus entitled “Book Entry.”
53
DTC Acts as Securities Depository for Shares. Shares are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
DTC, a limited purpose trust company, was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts
of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC
Participants include securities brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned
by a number of its DTC Participants and by the NYSE and FINRA. Access to the DTC system also is available
to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).
Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants
and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial
interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records DTC maintains (with respect
to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial
Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant
a written confirmation relating to their purchase and sale of Shares.
Conveyance of all notices, statements and other communications to Beneficial Owners
is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required
to make available to the Trust upon request and for a fee to be charged to the Trust a listing
of the Shares held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the
number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust
shall provide each such DTC Participant with copies of such notice, statement or other communication, in such
form, number and at such place as such DTC Participant may reasonably request, in order that such DTC
Participant may transmit such notice, statement or communication, directly or indirectly, to such Beneficial
Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement
for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory
requirements.
Fund distributions shall be made to DTC or its nominee, Cede & Co., as the registered
holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests
in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants
and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions
and customary practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspect of the records relating
to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares,
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests,
or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between
such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
DTC may decide to discontinue providing its service with respect to Shares at any
time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto
under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC
to perform its functions at a comparable cost.
Proxy Voting. The Board has delegated responsibility for decisions regarding proxy voting for
securities held by the Fund to the Adviser or Sub-Adviser, as applicable. The Adviser or Sub-Adviser,
as applicable votes such proxies in accordance with its proxy policies and procedures, which are
included as Appendix A to this SAI. The Board periodically reviews the Fund’s proxy voting record.
54
The Trust is required to disclose annually information regarding how the Fund voted proxies related to its portfolio securities on Form N-PX covering the period July 1 through June 30 and to file it with the SEC no later than August 31. The Fund is new; this information for the period from the Fund’s inception through June 30, 2025 will be available at no charge upon request by calling 1-800-983-0903, by writing to the Trust at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, or by visiting www.invesco.com/proxy-voting. The Form N-PX will also be available on the SEC’s website at www.sec.gov. no later than August 31, 2025.
Code of Ethics. Pursuant to Rule 17j-1 under the 1940 Act, the Board has adopted a Code of Ethics
for the Trust and approved the Code of Ethics adopted by the Adviser, Sub-Advisers and
Distributor (collectively, the “Ethics Code”). The Ethics Code is intended to ensure that the interests of shareholders and other clients are placed ahead of any personal interest, that no undue personal benefit is obtained from the person’s employment activities and that actual and potential conflicts of interest are avoided.
The Ethics Code applies to the personal investing activities of Trustees and officers
of the Trust, the Adviser, the Sub-Advisers and the Distributor (“Access Persons”). Rule 17j-1 and the Ethics Code are designed to prevent unlawful practices in connection with the purchase or sale of
securities by Access Persons. Under the Ethics Code, Access Persons may engage in personal securities transactions,
but must report their personal securities transactions for monitoring purposes. The Ethics
Code permits personnel subject to the Ethics Code to invest in securities subject to certain limitations,
including securities that the Fund may purchase or sell. In addition, certain Access Persons must obtain approval
before investing in initial public offerings or private placements. The Ethics Code is on file with the SEC and
is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. The Ethics Code may be obtained, after paying a duplicating fee, by e-mail at [email protected].
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
General
The Trust issues and sells Shares only in Creation Unit Aggregations on a continuous
basis through the Distributor, without a sales load, at the Fund's NAV next determined after receipt of an order in “proper form” (as defined below) on any Business Day. A “Business Day” is any day on which the Exchange is open for business. As of the date of this SAI, the Exchange is closed in observance of the
following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
On days when the Exchange closes earlier than normal, the Fund may require orders to be placed earlier
in the day.
The number of Shares that constitute a Creation Unit Aggregation for the Fund is set forth in the Fund’s Prospectus. In its discretion, the Trust reserves the right to increase or decrease
the number of Shares that constitutes a Creation Unit Aggregation for the Fund.
Role of the Authorized Participant
The Fund only may issue Creation Units to, or redeem Creation Units from, an authorized
participant, referred to herein as an “AP.” To be eligible to place orders for the purchase or redemption of a Creation Unit of the Fund, an AP must have executed a written agreement with the Fund or one of
its service providers that allows the AP to place such orders (“Participant Agreement”). In addition, an AP must be a member or participant of a clearing agency that is registered with the SEC. An AP may place
orders for the creation or redemption of Creation Units through the clearing process of the Continuous Net Settlement
System (the “Clearing Process”) of the National Securities Clearing Corporation (“NSCC”), Euroclear, the Fed Book-Entry System and/or DTC, subject to the procedures set forth in the Participant Agreement.
(APs that participate in the Clearing Process are sometimes referred to as a “Participating Party,” and APs that are eligible to utilize the Fed Book Entry System and/or DTC are sometimes referred to as a “DTC Participant.”) Transfers of securities settling through Euroclear or other foreign depositories may require AP
access to such facilities.
Pursuant to the terms of its Participant Agreement, an AP will agree, and on behalf
of itself or any investor on whose behalf it will act, to certain conditions, including that the AP will make
available in advance of each
55
purchase of Shares an amount of cash sufficient to pay the Cash Component, together
with the transaction fees described below. An AP acting on behalf of an investor may require the investor
to enter into an agreement with such AP with respect to certain matters, including payment of the Cash
Component. Investors who are not APs make appropriate arrangements with an AP to submit orders to purchase
or redeem Creation Units of the Fund. Investors should be aware that their particular broker may not
be a DTC Participant or may not have executed a Participant Agreement and that, therefore, orders to purchase
Creation Units may have to be placed by the investor's broker through an AP. In such cases, there may be additional
charges to such investor. At any given time, there may be only a limited number of APs. A list of
current APs may be obtained from the Distributor. In addition, the Distributor may be appointed as the proxy of
the AP and may be granted a power of attorney under the Participant Agreement.
Creations
Portfolio Deposit. The consideration for purchase of a Creation Unit of the Fund generally consists
of the in-kind deposit of a portfolio of securities, assets or other positions constituting
a substantial replication of the Fund’s portfolio holdings (the “Deposit Securities”) and an amount of cash denominated in U.S. dollars (the “Cash Component”) computed as described below, plus any applicable administrative or other transaction fees, also as discussed below. Together, the Deposit Securities and the Cash Component
constitute the “Portfolio Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit Aggregation of the Fund.
The “Cash Component” is an amount equal to the difference between the aggregate NAV of the Shares per Creation Unit and the “Deposit Amount,” which is an amount equal to the total aggregate market value (per Creation Unit) of the Deposit Securities. The Cash Component, which is sometimes called the “Balancing Amount,” serves to compensate for any differences between the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon
transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the AP purchasing
the Creation Unit.
Each business day before the opening of regular trading on the Exchange (usually 9:30
a.m., Eastern Time), the Fund discloses on its website (www.invesco.com/ETFs) the Deposit Securities
and/or the amount of the applicable Cash Component to be included in the current Portfolio Deposit (based
on information at the end of the previous Business Day) for the Fund. Such Portfolio Deposit is applicable,
subject to any adjustments as described below, to effect purchases of Creation Units of the Fund
until such time as the next-announced Portfolio Deposit is made available.
The identity and number of shares of the Deposit Securities required for a Portfolio
Deposit will change as rebalancing adjustments and corporate action events are reflected within the Fund
from time to time by the Adviser or Sub-Adviser with a view to the investment objective of the Fund.
Such adjustments will reflect changes known to the Adviser or Sub-Adviser by the time
of determination of the Deposit Securities resulting from stock splits and other corporate actions.
The Adviser expects that the Deposit Securities should correspond pro rata, to the
extent practicable, to the securities held by the Fund. However, the Trust reserves the right to permit or
require an order containing the substitution of an amount of cash—i.e., a “cash in lieu” amount—to be added, at its discretion, to the Cash Component to replace one or more Deposit Securities. For example, a cash substitution
may be permitted or required for any Deposit Securities that (i) may not be available in sufficient quantity for delivery, (ii) may not be eligible for transfer through the systems of DTC or the Clearing Process (discussed
below), (iii) might not be eligible for trading by an AP or the investor on whose behalf the AP is acting,
or (iv) in certain other situations at the sole discretion of the Trust. Additionally, the Trust may permit
or require the submission of a portfolio of securities or cash that differs from the composition of the published portfolio(s) (a “Custom Order”). The Fund also may permit or require the consideration for Creation Unit Aggregations
to consist solely of cash (see “—Cash Creations” below).
Cash Creations. If the Fund permits or requires partial or full cash creations, such purchases shall
be effected in essentially the same manner as in-kind purchases. In the case of a cash
creation, the AP must pay
56
the same Cash Component required to be paid by an in-kind purchaser, plus the Deposit
Amount (i.e., the cash equivalent of the Deposit Securities it would otherwise be required to provide
through an in-kind purchase, as described in the subsection “—Portfolio Deposit” above).
Trading costs, operational processing costs and brokerage commissions associated with
using cash to purchase requisite Deposit Securities will be incurred by the Fund and will affect
the value of its Shares; therefore, the Fund may require APs to pay transaction fees to offset brokerage and
other costs associated with using cash to purchase the requisite Deposit Securities (see “Creation and Redemption Transaction Fees” below).
Creation Orders
Procedures for Creation of Creation Unit Aggregations. Orders must be transmitted by an AP, in such form and by such transmission method acceptable to the Transfer Agent or Distributor, pursuant
to procedures set forth in the Participant Agreement, and such procedures may change from time to time.
APs may transfer Deposit Securities in one of two ways: (i) through the Clearing Process (see “Placing Creation Orders Using the Clearing Process”), or (ii) with the Fund “outside” the Clearing Process through the facilities of DTC (see “Placing Creation Orders Outside the Clearing Process”).
All orders to purchase Creation Units, whether through or outside the Clearing Process,
must be received by the Transfer Agent and/or Distributor no later than the order cut-off time designated
in the Participant Agreement (“Order Cut-Off Time”) on the relevant Business Day in order for the creation of Creation Units to be effected based on the NAV of Shares as determined on such date. With certain exceptions,
the Order Cut-Off Time for the Fund, as set forth in the Participant Agreement, usually is the closing
time of the regular trading session on the New York Stock Exchange—i.e., ordinarily 4:00 p.m., Eastern time. In the case of Custom Orders, the Order Cut-Off Time is no later than 3:00 p.m., Eastern time. Additionally,
on days when the NYSE, the relevant Exchange or the bond markets close earlier than normal, the
Trust may require creation orders to be placed earlier in the day. The Business Day on which an order
is placed and deemed received is referred to as the “Transmittal Date.”
Orders must be transmitted by an AP by telephone, online portal or other transmission
method acceptable to the Transfer Agent and the Distributor. Economic or market disruptions or changes,
or telephone or other communication failure, may impede the ability to reach the Transfer Agent, the Distributor
or an AP. APs placing creation orders should afford sufficient time to permit proper submission
of the order. Orders effected outside the Clearing Process likely will require transmittal by the DTC Participant
earlier on the Transmittal Date than orders effected through the Clearing Process. APs placing orders outside
the Clearing Process should ascertain all deadlines applicable to DTC and the Federal Reserve Bank wire
system. Additional transaction fees may be imposed with respect to transactions effected outside the
Clearing Process (see “Creation and Redemption Transaction Fees” below).
A creation order is considered to be in “proper form” if: (i) a properly completed irrevocable purchase order has been submitted by the AP (either on its own or another investor's behalf)
not later than the Fund's specified Order Cut-Off Time on the Transmittal Date, and (ii) arrangements satisfactory
to the Fund are in place for payment of the Cash Component and any other cash amounts which may be due,
and (iii) all other procedures regarding placement of a creation order set forth in the Participant Agreement
are properly followed. Special procedures are specific to Custom Orders, as set forth in the Participant
Agreement.
All questions as to the number of shares of each security in the Deposit Securities
to be delivered, and the validity, form, eligibility (including time of receipt) and acceptance for deposit
of any securities to be delivered shall be determined by the Fund, and the Fund’s determination shall be final and binding.
Placing Creation Orders Using the Clearing Process. The Clearing Process is the process of creating or redeeming Creation Unit Aggregations through the Continuous Net Settlement System
of the NSCC. Portfolio Deposits made through the Clearing Process must be delivered through a Participating
Party that has executed a Participant Agreement. The Participant Agreement authorizes the Transfer
Agent to transmit, on behalf of the Participating Party, such trade instructions to the NSCC as are necessary
to effect the
57
Participating Party's creation order. Pursuant to such trade instructions, the Participating
Party agrees to deliver the Portfolio Deposit to the Transfer Agent, together with such additional
information as may be required by the Distributor.
Placing Creation Orders Outside the Clearing Process. Portfolio Deposits made outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant
Agreement. A DTC Participant who wishes to place a creation order outside the Clearing Process need
not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing
Process and that the creation instead will be effected through a transfer of securities and cash directly
through DTC.
Acceptance of Creation Orders. The Transfer Agent will deliver to the AP a confirmation of acceptance of a creation order within 15 minutes of the receipt of a submission received in proper
form. A creation order is deemed to be irrevocable upon the delivery of the confirmation of acceptance, subject
to the conditions below.
The SEC has expressed the view that a suspension of creations that impairs the arbitrage
mechanism applicable to the trading of ETF shares in the secondary market is inconsistent with
Rule 6c-11 under the 1940 Act. The SEC's position does not prohibit the suspension or rejection of creations
in all instances. The Trust reserves the right, to the extent consistent with the provisions of Rule 6c-11
under the 1940 Act, to reject or revoke a creation order transmitted to it by the Distributor in respect of the
Fund, including, for example, if: (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Shares
ordered, would own 80% or more of the currently outstanding Shares of the Fund; (iii) the Deposit Securities
delivered are not as designated for that date by the Custodian; (iv) acceptance of the Portfolio Deposit
would, in the opinion of counsel, be unlawful; or (v) there exist circumstances outside the control of the
Trust that make it impossible to process creation orders for all practical purposes. Examples of such circumstances
include acts of God; public service or utility problems such as fires, floods, extreme weather conditions
and power outages resulting in telephone, telecopy and computer failures; market conditions or activities
causing trading halts; systems failures involving computer or other information systems affecting the Trust,
the Adviser, a sub-adviser, the Distributor, DTC, NSCC, the Federal Reserve, the Transfer Agent, a sub-custodian
or any other participant in the creation process, and similar extraordinary events. The Transfer
Agent shall notify a prospective purchaser of a Creation Unit (and/or the AP acting on its behalf) of the
rejection of such creation order. The Trust, the Custodian, any sub-custodian and the Distributor are under no
duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits,
nor shall any of them incur any liability for the failure to give any such notification.
Issuance of a Creation Unit
Except as provided herein, a Creation Unit will not be issued until the transfer of
good title to the Fund of the Deposit Securities and the payment of the Cash Component have been completed.
Notwithstanding the foregoing, the Fund may issue Creation Units to an AP, notwithstanding
the fact that the corresponding Portfolio Deposit has not been delivered in part or in whole, in
reliance on the undertaking of the AP to deliver the missing Deposit Securities as soon as possible. To secure
such undertaking, the AP must deposit and maintain cash collateral in an amount equal to the sum of (i) the
Cash Component, plus (ii) at least 105% of the market value of the undelivered Deposit Securities. In such circumstances,
the creation order shall be deemed to be received on the Transmittal Date, provided that (i) such
order is placed in proper form prior to the Order Cut-Off Time, and (ii) requisite federal funds in an appropriate
amount are delivered by certain deadlines on the contractual settlement date, as set forth in such Participant
Agreement (typically, 11:00 a.m., Eastern time on such date for the Fund). If such order is not placed in
proper form prior to the Order Cut-Off Time, and/or all other deadlines and conditions set forth in the Participant
Agreement relating to such additional deposits are not met, then the order may be deemed to be canceled,
and the AP shall be liable to the Fund for losses, if any, resulting therefrom. The Trust may use such
collateral at any time to buy Deposit Securities for the Fund, and the AP agrees to accept liability for any shortfall
between the cost to the Trust of purchasing such Deposit Securities and the value of the collateral, which
may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion.
58
Using the Clearing Process. An AP that is a Participating Party is required to transfer to the Transfer Agent: (i) the requisite Deposit Securities expected to be delivered through NSCC,
and (ii) the Cash Component, if any, to the Transfer Agent by means of the Trust's Clearing Process.
In each case, the delivery must occur by the “regular way” settlement date - i.e., generally, the first Business Day following the Transmittal Date (“T+1”), except as otherwise set forth in the Participant Agreement or as agreed to by a Fund and an AP. At that time, the Transfer Agent shall initiate procedures to transfer
the requisite Shares and the Cash Component, if any, through the Clearing Process so as to be received no later than on the “regular way” settlement date (i.e., T+1, except as otherwise set forth in the Participant Agreement
or as agreed to by a Fund and an AP).
Outside the Clearing Process. An AP that is a DTC Participant that orders a creation outside the Clearing Process is required to transfer to the Transfer Agent: (i) the requisite Deposit Securities
through DTC, and (ii) the Cash Component, if any, through the Federal Reserve Bank wire system. Such Deposit
Securities must be received by the Transfer Agent by 11:00 a.m., Eastern time on the “regular way” settlement date (i.e., T+1, except as otherwise set forth in the Participant Agreement or as agreed to by a Fund
and an AP), while the Cash Component must be received by 2:00 p.m., Eastern time on that same date. Otherwise,
the creation order shall be canceled. For creation units issued principally for cash (see “—Cash Creations” above), the DTC Participant shall be required to transfer the Cash Component through the Federal
Reserve Bank wire system to be received by 2:00 p.m., Eastern time on the Contractual Settlement Date
(as defined below). At that time, the Transfer Agent shall initiate procedures to transfer the requisite
Shares through DTC and the Cash Component, if any, through the Federal Reserve Bank wire system so as to be received
by the purchaser generally no later than T+1 (except as otherwise set forth in the Participant
Agreement or as agreed to by a Fund and an AP).
Creation and Redemption Transaction Fees
Creation and redemption transactions for the Fund are subject to an administrative
fee, payable to BNYM, in the amount listed in the table below, irrespective of the size of the order. As
shown in the table below, the administrative fee has a base amount for the Fund; however, BNYM may increase the
administrative fee to a maximum of four times the base amount for administration and settlement of non-standard
orders requiring additional administrative processing by BNYM. These fees may be changed by the Trust.
|
Fund
|
Base
Administrative Fee
(Payable to BNYM)
|
Maximum
Administrative Fee
(Payable to BNYM)
|
|
Invesco SteelPath MLP & Energy Infrastructure
ETF
|
$250
|
$1,000
|
|
|
|
|
|
|
|
|
Additionally, the Adviser may charge an additional, variable fee (sometimes referred to as a “cash-in-lieu” fee) to the extent the Fund permits or requires APs to create or redeem Creation Units
for cash, or otherwise substitute cash for any Deposit Security. Such cash-in-lieu fees are payable to the
Fund and are charged to defray the transaction cost to the Fund of buying (or selling) Deposit Securities,
to cover spreads and slippage costs and to protect existing shareholders. The cash-in-lieu fees will be negotiated
between the Adviser and the AP and may be different for any given transaction, Business Day or AP; however
in no instance will such cash-in-lieu fees exceed 2% of the value of a Creation Unit. From time to time, the
Adviser, in its sole discretion, may adjust the Fund's cash-in-lieu fees or reimburse APs for all or a
portion of the creation or redemption transaction fees.
Redemptions
Shares may be redeemed only by APs at their NAV per Share next determined after receipt
by the Distributor of a redemption request in proper form. The Fund will not redeem Shares
in amounts less than a Creation Unit. Beneficial Owners of Shares may sell their Shares in the secondary
market, but they must accumulate enough Shares to constitute a Creation Unit to redeem those Shares with
the Fund. There can be no assurance that there will be sufficient liquidity in the public trading market
at any time to permit assembly of
59
a Creation Unit. Investors should expect to incur brokerage and other costs in connection
with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.
Fund Securities. The redemption proceeds for a Creation Unit generally consist of a portfolio of securities
(the “Fund Securities”), plus or minus an amount of cash denominated in U.S. dollars (the “Cash Redemption Amount”), representing an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after receipt of a request in proper form, and the total aggregate
market value of the Fund Securities, less any applicable administrative or other transaction fees, as discussed
above. The Cash Redemption Amount is calculated in the same manner as the Balancing Amount. To the
extent that the Fund Securities have a value greater than the NAV of the Shares being redeemed, a Cash
Redemption Amount payment equal to the differential is required to be paid by the redeeming shareholder.
Each business day before the opening of regular trading on the Exchange (usually 9:30
a.m., Eastern Time), the Fund discloses the Fund Securities that will be applicable (subject to
possible amendment or correction) to redemption requests received in proper form (as defined below) on that
day, as well as the Cash Redemption Amount. Such Fund Securities and the corresponding Cash Redemption Amount
are applicable to effect redemptions of Creation Units of the Fund until such time as the next-announced
composition of the Fund Securities and Cash Redemption Amount is made available.
The Adviser expects that the Fund Securities should correspond pro rata, to the extent
practicable, to the securities held by the Fund. However, Fund Securities received on redemption may not
be identical to Deposit Securities that are applicable to creations of Creation Units. The Trust also may
provide such redeemer a Custom Order, which, as described above, is a portfolio of securities that differs
from the exact composition of the published list of Fund Securities, but in no event will the total value of the
securities delivered and the cash transmitted differ from the NAV. In addition, the Trust reserves the right to
permit or require an amount of cash to be added, at its discretion, to the Cash Redemption Amount to replace one
or more Fund Securities (see “—Cash Redemptions” below).
Cash Redemptions. The Fund may elect to pay out the proceeds of redemptions of Creation Units partially or principally for cash (or through any combination of cash and Fund Securities),
as described in the Fund’s Prospectus. In addition, an investor may request a redemption in cash that the Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment in an
amount equal to the NAV of its Shares next determined after a redemption request is received (less any redemption
transaction fees imposed, as specified above).
Redemptions of Shares will be subject to compliance with applicable federal and state
securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right
to redeem Creation Unit Aggregations for cash to the extent that the Trust could not lawfully deliver specific
Fund Securities upon redemptions or could not do so without first registering the Fund Securities under
such laws. An AP that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under
Rule 144. The AP may request the redeeming beneficial owner of the Shares to complete an order form or
to enter into agreements with respect to such matters as compensating cash payment.
Redemption Requests
Procedures for Redemption of Creation Unit Aggregations. Orders must be transmitted by an AP, in such form and by such transmission method acceptable to the Transfer Agent or Distributor,
pursuant to procedures set forth in the Participant Agreement, and such procedures may change from time to
time. APs seeking to redeem Shares may transfer Creation Units through the Clearing Process (see “Placing Redemption Requests Using the Clearing Process”) or outside the Clearing Process through the facilities of DTC (see “Placing Redemption Requests Outside the Clearing Process”).
All requests to redeem Creation Units, whether through the Clearing Process, or outside
the Clearing Process through DTC or otherwise, must be received by the Distributor no later than
the Order Cut-Off Time on the relevant Business Day. As with creation orders, requests for redemption of
Custom Orders must be
60
received by 3:00 p.m., Eastern time, and some funds, as set forth in the Participant
Agreement, may have different Order Cut-Off Times for redemptions.
A redemption request will be considered to be in “proper form” if (i) a duly completed request form is received by the Distributor from the AP on behalf of itself or another redeeming investor
at the specified Order Cut-Off Time, and (ii) arrangements satisfactory to the Fund are in place for the
AP to transfer or cause to be transferred to the Fund the Creation Unit of the Fund being redeemed on or before
contractual settlement of the redemption request. Special procedures are specific to Custom Orders, as set forth
in the Participant Agreement.
As discussed herein, a redeeming investor will pay a transaction fee to offset the Fund’s trading costs, operational processing costs, brokerage commissions and other similar costs incurred
in transferring the Fund Securities from its account to the account of the redeeming investor. An entity redeeming
Shares in Creation Units outside the Clearing Process may be required to pay a higher transaction fee
than would have been charged had the redemption been effected through the Clearing Process. A redeeming
investor receiving cash in lieu of one or more Fund Securities may also be assessed a higher transaction fee
on the cash in lieu portion. This higher transaction fee will be assessed in the same manner as the transaction
fee incurred in purchasing Creation Units.
Placing Redemption Requests Using the Clearing Process. Requests to redeem Creation Units through the Clearing Process must be delivered through a Participating Party that has executed
a Participant Agreement, in such form and by such transmission method acceptable to the Transfer
Agent or Distributor, pursuant to procedures set forth in the Participant Agreement.
Placing Redemption Requests Outside the Clearing Process. Orders to redeem Creation Units outside the Clearing Process must be delivered through a DTC Participant that has executed
a Participant Agreement. A DTC Participant who wishes to place a redemption order outside the Clearing
Process need not be a Participating Party, but such orders must state that the DTC Participant is not
using the Clearing Process and that redemption instead will be effected through a transfer of Shares directly
through DTC.
Acceptance of Redemption Requests. The Transfer Agent will deliver to the AP a confirmation of acceptance of a request to redeem Shares in Creation Units within 15 minutes of the
receipt of a submission received in proper form. A redemption order is deemed to be irrevocable upon the delivery
of the confirmation of acceptance.
The right of redemption may be suspended or the date of payment postponed (i) for
any period during which the NYSE is closed (other than customary weekend and holiday closings); (ii)
for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during
which an emergency exists as a result of which disposal of the Shares or determination of the Fund’s NAV is not reasonably practicable; or (iv) in such other circumstances as is permitted by the SEC.
Issuance of Fund Securities
To the extent contemplated by a Participant Agreement, in the event an AP has submitted
a redemption request in proper form but is unable to transfer all or part of the Creation Unit
to be redeemed to the Distributor, on behalf of the Fund, by the closing time of the regular trading session
on the Exchange on the date such redemption request is submitted, the Distributor will nonetheless accept
the redemption request in reliance on the undertaking by the AP to deliver the missing Shares as soon as possible,
which undertaking shall be secured by the AP's delivery and maintenance of collateral consisting of
cash having a value at least equal to 105% of the value of the missing Shares. The Trust may use such collateral
at any time to purchase the missing Shares and will subject the AP to liability for any shortfall between
the cost of the Fund acquiring such Shares and the value of the collateral, which may be sold by the Trust at such
time, and in such manner, as the Trust may determine in its sole discretion.
Using the Clearing Process. An AP that is a Participating Party is required to transfer to the Transfer Agent: (i) the requisite Shares, and (ii) the Cash Redemption Amount, if any, to the
Transfer Agent by means of the Trust's Clearing Process. In each case, the delivery must occur by the “regular way” settlement date
61
(i.e., T+1, except as otherwise set forth in the Participant Agreement or as agreed
to by a Fund and an AP). At that time, the Transfer Agent shall initiate procedures to transfer the requisite
Fund Securities and the Cash Redemption Amount, if any, through the Clearing Process so as to be received no later than on the “regular way” settlement date (i.e., T+1, except as otherwise set forth in the Participant Agreement or as agreed to by a Fund and an AP).
Outside the Clearing Process. An AP that is a DTC Participant making a redemption request outside the Clearing Process is required to transfer to the Transfer Agent: (i) the requisite
Shares through DTC, and (ii) the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system.
Such Shares and Cash Redemption Amount must be received by the Transfer Agent by 11:00 a.m., Eastern time
on the Contractual Settlement Date. At that time, the Transfer Agent shall initiate procedures to transfer
the requisite Fund Securities through DTC and the Cash Redemption Amount, if any, through the Federal
Reserve Bank wire system so as to be received generally no later than T+1 (except as otherwise set forth
in the Participant Agreement or as agreed to by a Fund and an AP).
Regular Holidays
Notwithstanding the foregoing, the Fund may effect deliveries of Creation Units and
Fund Securities on a basis other than T+1 (or as otherwise set forth in the Participant Agreement or as
agreed to by the Fund and an AP) in order to accommodate local holiday schedules, to account for different treatment
among foreign and U.S. markets of dividend record dates and ex-dividend dates or under certain other
circumstances. The ability of the Trust to effect in-kind creations and redemptions on a T+1 basis (or as otherwise
set forth in the Participant Agreement or as agreed to by the Fund and an AP) is subject, among other
things, to the condition that, in the time between the order date and the delivery date, there are no days
that are holidays in an applicable foreign market. For every occurrence of one or more such intervening holidays
that are not holidays observed in the U.S., the redemption settlement cycle will be extended by
the number of such intervening holidays. In addition, the proclamation of new holidays, the treatment
by market participants of certain days as "informal holidays" (e.g., days on which no or limited securities
transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays or
changes in local securities delivery practices, and/or other unforeseeable closings in a foreign market due to
emergencies also may prevent the Fund from delivering securities within the normal settlement period. However,
in no case will the Fund take more than 15 days after the receipt of the redemption request to deliver
such securities to an AP.
TAXES
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 section is based on the Internal Revenue Code of 1986, as amended (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.
The following is provided as general information only and is 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 each year as a “regulated investment company” (sometimes referred to as a “RIC”) 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
62
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.
Qualification as a RIC. In order to qualify for treatment as a RIC, the Fund must
satisfy the following requirements:
●
Distribution Requirement—the Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for
the tax year (certain distributions made by the Fund after the close of its tax year are considered
distributions attributable to the previous tax year for purposes of satisfying this requirement).
●
Income Requirement—the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other
disposition of stock, securities or foreign currencies, or other income (including, but not limited to,
gains from options, futures or forward contracts) derived from its business of investing in such stock,
securities or currencies and net income derived from qualified publicly traded partnerships (“QPTPs”).
●
Asset Diversification Test—the Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has not invested more than 5%
of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25%
of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. government securities or securities of other regulated investment companies) or of two or more
issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or,
collectively, in the securities of QPTPs.
In some circumstances, the character and timing of income realized by the Fund for
purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification
Test is uncertain under current law with respect to a particular investment, and an adverse
determination or future guidance by the Internal Revenue Service (“IRS”) with respect to such type of investment may adversely affect the Fund’s ability to satisfy these requirements. See “Tax Treatment of Portfolio Transactions” below with respect to the application of these requirements to certain types of investments.
In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement,
Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Fund’s income and performance. In lieu of potential disqualification, the Fund is permitted to pay a
tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are
limited to those due to reasonable cause and not willful neglect.
The Fund may use “equalization accounting” (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization
accounting, it will allocate a portion of its undistributed investment company taxable income and net
capital gain to redemptions of Shares and will correspondingly reduce the amount of such income and gains that
it distributes in cash. However, the Fund intends to make cash distributions for each taxable year in an aggregate
amount that is sufficient to satisfy the Distribution Requirement without taking into account its
use of equalization accounting. If the IRS determines that the Fund’s allocation is improper and/or that such 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 RIC, all of its taxable income
(including its net capital gain) would be subject to tax at the corporate income tax rate without any
deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary
income (or possibly as qualified dividend income) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a RIC thus would have a negative impact on the Fund’s income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement
or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful
neglect, it is possible that
63
the Fund will not qualify as a RIC 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 RIC if it determines such a course of action to
be beneficial to shareholders.
Portfolio turnover. For investors that hold Shares in a taxable account, a high portfolio turnover rate
may result in higher taxes. This is because a fund with a high turnover rate may accelerate
the recognition of capital gains and more of such gains are likely to be taxable as short-term rather
than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce the Fund’s after-tax performance. See “Taxation of Fund Distributions—Capital gain dividends” below.
For non-U.S. investors, any such acceleration of the recognition of capital gains
that results in more short-term and less long-term capital gains being recognized by the Fund may cause
such investors to be subject to increased U.S. withholding taxes. See “Foreign Shareholders—U.S. withholding tax at the source” below. For ETFs, in-kind redemptions are the primary redemption mechanism and, therefore,
the Fund may be less likely to sell securities in order to generate cash for redeeming shareholders,
which a mutual fund might do. This provides a greater opportunity for ETFs to defer the recognition of
gain on appreciated securities which it may hold thereby reducing the distribution of capital gains to
its shareholders. Actively managed funds tend to have higher portfolio turnovers than funds that track an index.
Capital loss carryovers. The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to
offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset
by the losses. If the Fund has a “net capital loss” (that is, capital losses in excess of capital gains), the excess (if any) of the Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital
loss arising on the first day of the Fund’s next taxable year. Any net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by
the Fund in succeeding taxable years. The amount of capital losses that can be carried forward and used in
any single year is subject to an annual limitation if there is a more than 50% “change in ownership” of the Fund. An ownership change generally results when shareholders owning 5% or more of the Fund increase their aggregate
holdings by more than 50% over a three-year look-back period. An ownership change could result
in capital loss carryovers being used at a slower rate, thereby reducing the Fund’s ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Fund’s shareholders could result from an ownership change. The Fund undertakes no obligation to avoid or prevent an ownership
change, which can occur in the normal course of shareholder purchases and redemptions or as a result
of engaging in a tax-free reorganization with another fund. Moreover, because of circumstances beyond the Fund’s control, there can be no assurance that the Fund will not experience, or has not already experienced,
an ownership change.
Deferral of late year losses. The Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year, which may change the timing, amount, or characterization of Fund distributions (see “Taxation of Fund Distributions—Capital gain dividends” below). A “qualified late year loss” includes:
(i) any net capital loss incurred after October 31 of the current taxable year, or,
if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after
October 31 of the current taxable year (post-October capital losses), and
(ii) the sum of (1) the excess, if any, of (a) specified losses incurred after October
31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable
year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable
year, over (b) the ordinary income incurred after December 31 of the current taxable year.
64
The terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position
with respect to such property), foreign currency losses and gains, and losses and gains resulting from
holding stock in a passive foreign investment company (“PFIC”) for which a mark-to-market election is in effect. The terms “ordinary losses” and “ordinary income” mean other ordinary losses and income that are not described in the preceding sentence.
Undistributed capital gains. The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund
elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available
capital loss carryovers) at the corporate income tax rate. If the Fund elects to retain its net capital gain,
it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its
pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of
such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share
of tax paid by the Fund on the gain and will increase the tax basis for its Shares by an amount equal to the deemed
distribution less the tax credit.
Funds of funds. If the Fund is a fund of funds (which invests in one or more underlying funds taxable
as regulated investment companies), distributions by the underlying funds, redemptions
of shares in the underlying funds and changes in asset allocations may result in taxable distributions
to shareholders of ordinary income or capital gains. A fund of funds generally will not be able currently
to offset gains realized by one underlying fund in which the fund of funds invests against losses realized by
another underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming
at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Fund’s portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for
the newly purchased shares. Also, except with respect to a qualified fund of funds, a fund of funds (a) is not
eligible to pass-through foreign tax credits from an underlying fund that pays foreign income taxes and (b) is not
eligible to pass-through exempt-interest dividends from an underlying fund. A qualified fund of funds, i.e.,
a fund at least 50% of the value of the total assets of which (at the close of each quarter of the taxable year)
is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits
and (b) exempt-interest dividends. Also, a fund of funds, whether or not it is a qualified fund of funds,
is eligible to pass-through qualified dividends earned by an underlying fund (see “Taxation of Fund Distributions—Qualified dividend income for individuals” and —“Corporate dividends-received deduction” below). However, dividends paid by a fund of funds from interest earned by an underlying fund on U.S. government obligations
are unlikely to be exempt from state and local income tax.
Federal excise tax. To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31
of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar
year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital
assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such
calendar year, and (3) any prior year undistributed ordinary income and capital gain net income. The Fund
may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year
which is after the beginning of the Fund’s taxable year. Also, the Fund will defer any “specified gain” or “specified loss” which would be properly taken into account for the portion of the calendar after October 31. Any
net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following
calendar year. Generally, the Fund may make sufficient distributions to avoid liability for federal
income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In
addition, under certain circumstances temporary timing or permanent differences in the realization of income
and expense for book and tax purposes can result in the Fund having to pay an excise tax.
Purchase of Shares. As a result of tax requirements, the Trust, on behalf of the Fund, has the right
to reject an order to purchase Shares if the purchaser (or group of purchasers acting
in concert with each other) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding Shares
and if, pursuant to Sections 351 and 362 of the Code, the Fund would have a basis in the Deposit Securities
different from the
65
market value of such securities on the date of deposit. The Trust also has the right
to require information necessary to determine beneficial Share ownership for purposes of the 80% determination.
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. These and other factors may make it difficult for the Fund
to determine in advance the effective rate of tax on its investments in certain countries. Under certain circumstances,
the Fund may elect to pass-through certain eligible foreign income taxes paid by the Fund to shareholders,
although it reserves the right not to do so. If the Fund makes such an election and obtains a refund of
foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes
reported to its shareholders, generally by the amount of the foreign taxes refunded, for the year
in which the refund is received. Certain foreign taxes imposed on the Fund’s investments, such as a foreign financial transaction tax, may not be creditable against U.S. income tax liability or eligible for pass
through by the Fund to its shareholders.
Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by
the Fund will be treated in the manner described below regardless of whether such distributions are paid in
cash or reinvested in additional Shares of the Fund (or of another Fund). You will receive 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 dividends and/or interest on its investments. The Fund may also recognize ordinary income from other
sources, including, but not limited to, certain gains on foreign currency-related transactions. This income,
less expenses incurred in the operation of the Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally
are taxable as ordinary income to the extent of the Fund’s earnings and profits. In the case of a fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you
may be qualified dividends eligible to be taxed at reduced rates.
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 0%, 15% or 20% depending on the nature of the
capital gain and the individual’s taxable income. 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.
Qualified dividend income for individuals. Ordinary income dividends reported as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders
at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid
to the Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated
in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the
United States that include an
66
exchange of information program, or (c) with respect to stock of a foreign corporation
that is readily tradable on an established securities market in the United States. Both the Fund and the investor
must meet certain holding period requirements to qualify Fund dividends for this treatment. Income derived
from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified
dividend income. If the qualifying dividend income received by the Fund is equal to 95% (or a greater percentage) of the Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income
dividends paid by the Fund will be qualifying dividend income.
Qualified REIT dividends. Under the Tax Cuts and Jobs Act “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated
as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. This
deduction, if allowed in full, equates to a maximum effective tax rate of 29.6% (37% top rate applied to income
after 20% deduction). Proposed regulations issued by the IRS, which can be relied upon currently, enable
the Fund to pass through the special character of “qualified REIT dividends”. The amount of a RIC’s dividends eligible for the 20% deduction for a taxable year is limited to the excess of the RIC’s qualified REIT dividends for the taxable year over allocable expenses. A noncorporate shareholder receiving such dividends would
treat them as eligible for the 20% deduction, provided the shareholder meets certain holding period requirements
for its shares in the RIC (i.e., generally, RIC shares must be held by the shareholder for more than 45
days during the 91-day period beginning on the date that is 45 days before the date on which the shares become
ex-dividend with respect to such dividend).
Corporate dividends-received deduction. Ordinary income dividends reported to Fund shareholders as derived from qualified dividends from domestic corporations will qualify for the 50%
dividends-received deduction generally available to corporations. The availability of the dividends-received
deduction is subject to certain holding period and debt financing restrictions imposed under the Code on the
corporation claiming the deduction. Income derived by the Fund from investments in derivatives, fixed-income
and foreign securities generally is not eligible for this treatment.
Return of capital distributions. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in his or her Shares; any excess will be treated as gain from the sale of his or her Shares. Thus,
the portion of a distribution that constitutes a return of capital will decrease the shareholder’s tax basis in his or her 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
Shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund
overestimates the income to be received from certain investments such as those classified as partnerships or equity REITs. See “Tax Treatment of Portfolio Transactions—Investments in U.S. REITs.”
Impact of realized but undistributed income and gains, and net unrealized appreciation
of portfolio securities. At the time of your purchase of Shares, the price of the Shares may reflect undistributed
income, undistributed capital gains, or net unrealized appreciation 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 and would be taxed as either ordinary income (some portion of which may be
taxed as qualified dividend income) or capital gain unless you are investing through a tax-advantaged
arrangement, such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the
amount of such distributions by utilizing its capital loss carryovers, if any.
Pass-through of foreign tax credits. If more than 50% of the value of the Fund’s total assets at the end of a fiscal year is invested in foreign securities, or if the Fund is a qualified fund
of funds (i.e., a fund at least 50% of the value of the total assets of which, at the close of each quarter of the
taxable year, is represented by interests in other RICs), the Fund may elect to “pass-through” the amount of foreign income tax paid by the Fund (the Foreign Tax Election) in lieu of deducting such amount in determining its
investment company taxable income.
67
Pursuant to the Foreign Tax Election, shareholders will be required: (i) to include
in gross income, even though not actually received, their respective pro rata shares of the foreign income
tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their
pro rata share of foreign tax in computing their taxable income or to use it (subject to various Code limitations)
as a foreign tax credit against federal income tax (but not both). No deduction for foreign tax may be claimed by
a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax.
Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the
foreign income tax paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to
pass-through the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits. See “Tax Treatment of Portfolio Transactions—Securities lending” below.
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 shareholder’s 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 shareholder’s ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. (Under the Tax Cuts and Jobs Act,
the build America bonds, clean renewable energy bonds and certain other qualified bonds may no longer
be issued after December 31, 2017.) Even if the Fund is eligible to pass-through tax credits, 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., GNMA or FNMA obligations),
generally does not qualify for tax-free treatment. The rules on exclusion of this income are different
for corporations.
Dividends declared in October, November or 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. A 3.8% Medicare tax is imposed on net investment income earned by certain individuals,
estates and trusts. “Net investment income,” for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the Fund and net gains
from taxable dispositions of 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 shareholder’s net investment income or (2) the amount by which the shareholder’s 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). This Medicare tax, if applicable, is reported by
you on, and paid with, your federal income tax return. Net investment income does not include exempt-interest
dividends.
Sale of Shares. A shareholder will recognize gain or loss on the sale of Shares in an amount equal
to the difference between the proceeds of the sale and the shareholder’s adjusted tax basis in the shares. If you held your Shares as a capital asset, the gain or loss that you realize will be considered
capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than
one year. Capital losses in
68
any year are deductible only to the extent of capital gains plus, in the case of a
noncorporate taxpayer, $3,000 of ordinary income.
Taxes on purchase and redemption of Creation Units. An AP that exchanges equity securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to
the difference between the market value of the Creation Units at the time of purchase (plus any cash received
by the AP as part of the issue) and the AP’s aggregate basis in the securities surrendered (plus any cash paid by the AP as part of the issue). An AP that exchanges Creation Units for equity securities generally will recognize
a gain or loss equal to the difference between the AP’s basis in the Creation Units (plus any cash paid by the AP as part of the redemption) and the aggregate market value of the securities received (plus any cash
received by the AP as part of the redemption). The IRS, however, may assert that a loss realized upon an
exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities
should consult their own tax advisor with respect to whether wash sale rules apply and when a loss might be
deductible.
Under current federal tax laws, any capital gain or loss realized upon redemption
of Creation Units is generally treated as long-term capital gain or loss if the Shares have been held for
more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less,
assuming that such Creation Units are held as a capital asset.
Because the Fund redeems Creation Units in cash, it may recognize more capital gains
than it will if it redeems Creation Units in-kind.
Tax basis information. A shareholder’s cost basis information will be provided on the sale of any of the shareholder’s Shares, subject to certain exceptions for exempt recipients. Please contact the broker (or other nominee) that holds your Shares with respect to reporting of cost basis and available
elections for your account.
Wash sale rule. All or a portion of any loss so recognized may be deferred under the wash sale rules
if the shareholder purchases other shares of the Fund within 30 days before or after the
sale. Any loss disallowed under these rules will be added to your tax basis in the new Shares.
Sales at a loss within six months of purchase. Any loss incurred on a sale of Shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital
gain distributed to you by the Fund on those Shares.
Reportable transactions. Under Treasury regulations, if a shareholder recognizes a loss with respect to the Shares of $2 million or more for an individual shareholder or $10 million or more
for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder
must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of
their individual circumstances.
Tax Treatment of Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply
to the Fund. This section should be read in conjunction with the discussion above under “Investment Restrictions” and “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 the 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.
69
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by the 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 the 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, the Fund’s investment in such securities may cause the Fund to recognize income and make distributions to shareholders
before it receives any cash payments on the securities. To generate cash to satisfy those distribution
requirements, the 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 Shares.
Investments in debt obligations that are at risk of or in default present tax issues
for the Fund. Tax rules are not entirely clear about issues such as whether and to what extent the Fund should
recognize market discount on a debt obligation, when the Fund may cease to accrue interest, original
issue discount or market discount, when and to what extent the Fund may take deductions for bad debts or worthless
securities and how the Fund should allocate payments received on obligations in default between principal
and income. These and other related issues will be addressed by the Fund in order to ensure that
it distributes sufficient income to preserve its status as a RIC.
Options, futures, forward contracts, swap agreements and hedging transactions. In general, option premiums received by the 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 the Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally
will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received
by the Fund minus (b) the Fund’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by the 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 the Fund’s obligation under an option other than through the exercise of the option and related sale or delivery of the
underlying stock generally will be short-term gain or loss depending on whether the premium income received by the
Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for
example, if an option written by the 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 the 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 the 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, the Fund’s transactions in other derivative instruments (including options, forward contracts
and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to
one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale
and short sale rules). These rules may affect whether gains and losses recognized by the Fund are treated as ordinary
or capital or as short-term or long-term, accelerate the recognition of income or gains to the Fund,
defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities. These rules, therefore, could affect the
70
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 the Fund has made sufficient distributions and otherwise satisfied
the relevant requirements to maintain its qualification as a RIC and avoid a fund-level tax.
Certain of the Fund’s investments in derivatives and foreign currency-denominated instruments, and the Fund’s transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If the Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding
book income to qualify as a RIC. If the Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including current earnings and profits arising from
tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions. The Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may give rise to ordinary income or loss to the extent such
income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could
increase or decrease the Fund’s ordinary income distributions to you, and may cause some or all of the Fund’s previously distributed income to be classified as a return of capital. In certain cases, the
Fund may make an election to treat such gain or loss as capital.
PFIC investments. The 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, the Fund intends to mark-to-market these securities
under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the Fund’s fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or
previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that
the Fund is required to distribute, even though it has not sold or received dividends from these securities.
You should also be aware that the designation of a foreign security as a PFIC security will cause its income
dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally
will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by the Fund.
Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying
PFICs, the 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 the 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 the 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 the Fund in a non-U.S.
REIT may subject the Fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes
and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The Fund’s pro rata share of any such taxes will reduce the Fund’s return on its investment. The Fund’s investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in “Tax Treatment of Portfolio Transactions—PFIC investments.”
Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may
be reduced or eliminated under certain tax treaties, as discussed above in “Taxation of the Fund—Foreign income tax.” Also, the Fund in certain limited circumstances may be required to file an income tax return
in the source country
71
and pay tax on any gain realized from its investment in the non-U.S. REIT under rules
similar to those in the United States which tax foreign persons on gain realized from dispositions of interests
in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain
distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to the Fund will be treated as long-term capital
gains by the Fund and, in turn, may be distributed by the Fund to its shareholders as a capital gain distribution.
Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. The equity U.S. REIT, and in turn the Fund, may distribute this excess cash
to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a
manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning
the taxable income of the U.S. REIT would be subject to federal income tax at the corporate income
tax rate without any deduction for dividends paid to shareholders and the dividends would be taxable to
shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits. Also, see “Tax Treatment of Portfolio Transactions—Investment in taxable mortgage pools (excess inclusion income)” and “Foreign Shareholders—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 the Fund’s income from a U.S. REIT that is attributable to the REIT’s residual interest in a real estate mortgage investment conduit (“REMIC”) or equity interests in a “taxable mortgage pool” (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a RIC will be allocated
to shareholders of the RIC 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 tax on UBTI) is a record holder of a share in a RIC,
then the RIC will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that
is allocable to the disqualified organization, multiplied by the corporate income tax rate. The Notice
imposes certain reporting requirements upon regulated investment companies that have excess inclusion income.
There can be no assurance that the Fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to the 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 the Fund from a partnership that is not a QPTP will be treated as qualifying income only
to the extent such income is attributable to items of income of the partnership that would be qualifying
income if realized directly by the Fund. While the rules are not entirely clear with respect to the Fund investing
in a partnership outside a master-feeder structure, 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 RIC.” In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities
market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90%
of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All
of the net income derived by the Fund from an interest in a QPTP will be treated as qualifying income, but the
Fund may not invest more
72
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 the Fund to fail to qualify as a RIC. Although, in
general, the passive loss rules of the Code do not apply to RICs, such rules do apply to the Fund with respect
to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result
in the Fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
If a Master Limited Partnership ("MLP") is treated as a partnership for U.S. federal
income tax purposes (whether or not a QPTP), all or a portion of the dividends received by the Fund from
the MLP likely will be treated as a return of capital for U.S. federal income tax purposes because of accelerated
deductions available with respect to the activities of such MLPs. Further, because of these accelerated
deductions, on the disposition of interests in such an MLP, the Fund likely will realize taxable income
in excess of economic gain with respect to those MLP interests (or if the Fund does not dispose of the MLP, the
Fund could realize taxable income in excess of cash flow with respect to the MLP in a later period),
and the Fund must take such income into account in determining whether the Fund has satisfied its Distribution
Requirement. The Fund may have to borrow or liquidate securities to satisfy its Distribution Requirement
and to meet its redemption requests, even though investment considerations might otherwise make it undesirable
for the Fund to sell securities or borrow money at such time. In addition, any gain recognized, either upon the sale of the Fund’s MLP interest or sale by the MLP of property held by it, including in excess of economic
gain thereon, treated as so-called “recapture income,” will be treated as ordinary income. Therefore, to the extent the Fund invests in MLPs, fund shareholders might receive greater amounts of distributions from the
Fund taxable as ordinary income than they otherwise would in the absence of such MLP investments.
Although MLPs are generally expected to be treated as partnerships for U.S. federal
income tax purposes, some MLPs may be treated as PFICs or “regular” corporations for U.S. federal income tax purposes. The treatment of particular MLPs for U.S. federal income tax purposes will
affect the extent to which the Fund can invest in MLPs and will impact the amount, character, and timing
of income recognized by the Fund.
Investments in convertible securities. Convertible debt is ordinarily treated as a “single property” consisting of a pure debt interest until conversion, after which the investment becomes
an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable
on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security
is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in
income over the life of the debt. The creditor-holder’s exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an 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 may be qualified dividend income and eligible for the corporate dividends-received
deduction. In general, conversion of preferred stock for common stock of the same corporation is
tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred
stock that is redeemable by the issuing company might be required to be amortized under original
issue discount principles. A change in the conversion ratio or conversion price of a convertible
security on account of a dividend paid to the issuer's other shareholders may result in a deemed distribution
of stock to the holders of the convertible security equal to the value of their increased interest in the equity
of the issuer.
Thus, an increase in the conversion ratio of a convertible security can be treated
as a taxable distribution of stock to a holder of the convertible security (without a corresponding receipt
of cash by the holder) before the holder has converted the security.
Securities lending. While securities are loaned out by the 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 federal income taxation for individuals on
qualified dividends income, if
73
otherwise available, nor the 50% dividends received deduction for corporations. Also,
any foreign tax withheld on payments made “in lieu of” dividends or interest may not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the case of the Fund with a strategy of investing
in tax-exempt securities, any payments made “in lieu of” tax-exempt interest will be considered taxable income to the Fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.
Tax Certification and Backup Withholding. Tax certification and backup withholding tax laws may require that you certify your tax information when you become an investor in the Fund.
For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, the
Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
●
provide your correct Social Security or taxpayer identification number;
●
certify that this number is correct;
●
certify that you are not subject to backup withholding; and
●
certify that you are a U.S. person (including a U.S. resident alien).
The Fund also must withhold if the IRS instructs it to do so. When withholding is
required, the amount will be 24% of any distributions or proceeds paid. Backup withholding is not an additional
tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup
withholding and information reporting.
Non-U.S. investors have special U.S. tax certification requirements. See “Foreign Shareholders—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 as:
●
exempt-interest dividends paid by the Fund from its net interest income earned on
municipal securities;
●
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
●
interest-related dividends paid by the Fund from its qualified net interest income
from U.S. sources and short-term capital gain dividends.
The Fund may report interest-related dividends or short-term capital gain dividends,
but reserves the right not to do so. Additionally, the Fund’s reporting of interest-related dividends or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting
responsibilities for this income in managed or omnibus accounts due to systems limitations
or operational constraints. Moreover, 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 Shares, will be subject to backup withholding at a rate of 24% if you fail to properly certify that
you are not a U.S. person.
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.
74
Amounts reported 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 the sale of shares in a QIE other than one that is 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 Fund’s 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 the
corporate income tax rate, 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 domestically-controlled
QIE and a foreign shareholder disposes of the Fund’s 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 Fund’s distribution. Also, the sale of Shares, 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.”
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 of Shares 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 24%) and, if applicable, to
obtain the benefit of any income tax treaty between the foreign shareholder’s country of residence and the United States. To claim these tax benefits, the foreign 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 unless an earlier change
of circumstances makes the information given on the form incorrect, and the shareholder 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 (“FATCA”). Under FATCA, the Fund will be required to withhold a 30% tax on income dividends made by the Fund to certain foreign entities, referred
to as foreign financial institutions (“FFI”) or non-financial foreign entities (“NFFE”). After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions
and the proceeds arising from the sale of Shares; however, based on proposed regulations issued by
the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations
provide otherwise (which is not expected). The FATCA withholding tax generally can be avoided: (a) by an FFI,
if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the
FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it
does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (“IGAs”) with certain countries and is in various stages of negotiations with a number of other
foreign countries with respect to one or more alternative approaches to implement FATCA.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a “participating FFI,” which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under
section 1471(b) of the
75
Code (FFI agreement) under which it agrees to verify, report and disclose certain
of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified
information about the U.S. accounts to the IRS, or, to the government of the FFI’s country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and
the FFI's country of residence), which will, in turn, report the specified information to the IRS. An FFI
that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from
FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with
the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Fund can avoid the FATCA
withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing
the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report
the information to the Fund or other applicable withholding agent, which will, in turn, report the information
to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant
categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA.
An FFI or NFFE that invests in the Fund will need to provide the Fund with documentation properly certifying the entity’s status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult
their own tax advisors regarding the impact of these requirements on their investment in the Fund. The requirements
imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to
avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the
application of these requirements to their own situation.
U.S. estate tax. Transfers by gift of Shares 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 decedent’s 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., 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).
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 shareholder's particular situation.
* * * * *
The foregoing discussion is a summary only and is not intended as a substitute for
careful tax planning. Purchasers of Shares should consult their own tax advisors as to the tax consequences
of investing in Shares, including under federal, state, local and other tax laws. Finally, the foregoing
discussion is based on applicable provisions of the Code, regulations, judicial authority, and administrative
interpretations in effect on the date hereof, all of which are subject to change, which change may be retroactive.
Changes in any applicable authority could materially affect the conclusions discussed above, possibly
retroactively, and such changes often occur.
DETERMINATION OF NAV
The NAV for the Fund will be calculated and disseminated daily on each day that the
NYSE is open for trading. The Custodian normally calculates the Fund’s NAV as of the regularly scheduled close of business of the NYSE (normally 4:00 p.m., Eastern time). The Fund’s NAV is based on prices at the time of closing. U.S. fixed-income assets may be valued as of the announced closing time for trading in
fixed-income instruments in a particular market or exchange. NAV is calculated by deducting all of the Fund’s liabilities from the total value of its assets and then dividing the result by the number of Shares outstanding,
rounding to the nearest cent. Generally, the portfolio securities are recorded in the NAV no later than the
trade date plus one day. In
76
determining NAV, expenses are accrued and applied daily and securities and other assets
for which market quotations are readily available and reliable are valued at market value. The Trust’s Board has designated the Adviser to fair value the Fund’s portfolio securities and other assets for which market quotations are not readily available and reliable in accordance with the Valuation Procedures, subject to the Board’s oversight.
Securities listed or traded on an exchange (except convertible securities) generally
are valued at the last trade price or official closing price that day as of the close of the exchange where
the security primarily trades. Securities of investment companies that are not exchange-traded (e.g., open-end mutual
funds) are valued using such company’s end-of-business day NAV per share, whereas securities of investment companies that are exchange-traded are valued at the last trade price or official closing price on
the exchange on which they primarily trade. Deposits, other obligations of U.S. and non-U.S. banks and financial
institutions, and cash equivalents are valued at their daily account value. Fixed income securities (including
convertible securities) normally are valued on the basis of prices provided by independent pricing services.
Pricing services generally value fixed income securities assuming orderly transactions of institutional
round lot size, but the Fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots
often trade at lower prices than institutional round lots, and their value may be adjusted accordingly. Futures
contracts are valued at the daily settlement price set by an exchange on which they are principally traded. U.S.
exchange-traded options are valued at the mean between the last bid and asked prices from the exchange on
which they principally trade. Non-U.S. exchange-traded options are valued at the final settlement price set
by the exchange on which they trade. Options not listed on an exchange and swaps generally are valued
using pricing provided from independent pricing services. Unlisted securities will be valued using prices
provided by independent pricing services or by another method that the Adviser, in its judgment, believes better reflects the security’s fair value in accordance with the Valuation Procedures. Foreign exchange-traded equity
securities are valued at their market value if market quotations are available and reliable. The Adviser
may use various pricing services to obtain market quotations as well as fair value prices. The Adviser may
discontinue the use of any pricing service at any time.
At times, a listed security’s market price may not be readily available. Moreover, even when market quotations are available for a security, they may be stale or unreliable. A security’s last market quotation may become stale because, among other reasons, (i) the security is not traded frequently,
(ii) the security ceased trading before its exchange closed; (iii) market or issuer-specific events occurred
after the security ceased trading; or (iv) the passage of time between when the security’s trading market closes and when the Fund calculates its NAV caused the quotation to become stale. A security’s last market quotation may become unreliable because of (i) certain issuer- or security-specific events, including a
merger or insolvency, (ii) events which affect a geographical area or an industry segment, such as political
events or natural disasters, or (iii) market events, such as a significant movement in the U.S. market. When a security’s market price is not readily available, or the Adviser determines, in its judgment, that such price
is stale or unreliable, the Adviser will value the security at fair value in good faith using the Valuation Procedures.
Fund securities that are fair valued may be subject to greater fluctuation in their value from one day
to the next than would be the case if market quotations were used.
If the Fund holds securities that are primarily traded on foreign markets, the value
of such securities may change on days that are not business days of the Fund. Because the NAV of the Shares
is only determined on business days of the Fund, the value of such foreign securities may change on days
when you are not able to purchase or sell Shares. If, between the time trading ends on one or more
securities and the close of the customary trading session on the NYSE, a significant event occurs that makes the
closing price of one or more securities unreliable in the Adviser’s judgment, the Adviser may fair value the security. The Adviser 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. Foreign securities’ prices not meeting the degree of certainty that the prices are reflective of current market value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining
adjustments to reflect fair value and may include information relating to sector indices,
American Depositary Receipts and domestic and foreign index futures.
77
If a fair value price provided by a pricing service is unreliable in the Adviser’s judgment, the Adviser will fair value the security using the Valuation Procedures. Fair value pricing involves
subjective judgments, and fair value pricing methods may change from time to time. Consequently, while such
determinations may be made in good faith, it may nevertheless be more difficult for the Fund to accurately
assign a daily value.
Because of the inherent uncertainties of valuation, and the degree of subjectivity
in such decisions, it is possible that a fair value determination for a security is materially different than
the value that could be realized upon the sale of the security. There is no assurance that the Fund could
sell a portfolio security for the value established for it at any time, and it is possible that the Fund would incur
a loss if a security is sold at a discount to its established value.
Additional information regarding the current NAV per share of the Fund can be found
at www.invesco.com/ETFs.
DIVIDENDS AND OTHER DISTRIBUTIONS
The following information supplements and should be read in conjunction with the section
in the Prospectus entitled “Dividends, Other Distributions and Taxes.”
Generally, dividends from net investment income, if any, are declared and paid monthly by the Fund.
Distributions of net realized securities gains, if any, generally are declared and
paid once a year, but the Trust may make distributions on a more frequent basis. The Trust reserves the right
to declare special distributions if, in its reasonable discretion, such action is necessary or advisable
to preserve the status of the Fund as a RIC or to avoid imposition of income or excise taxes on undistributed income.
Dividends and other distributions on Shares are distributed, as described below, on
a pro rata basis to Beneficial Owners of the Shares. Dividend payments are made through DTC Participants
and Indirect Participants to Beneficial Owners then of record with proceeds received from the Fund.
Dividend Reinvestment Service. No reinvestment service is provided by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial
Owners of Shares for reinvestment of their dividend distributions. Beneficial Owners should contact
their broker to determine the availability and costs of the service and the details of participation therein. Brokers
may require Beneficial Owners to adhere to specific procedures and timetables.
MISCELLANEOUS INFORMATION
Counsel. Stradley Ronon Stevens & Young, LLP, located at 191 North Wacker Drive, Suite 1601,
Chicago, Illinois 60606, and 2000 K Street, NW, Suite 700, Washington, D.C. 20006,
serves as legal counsel to the Trust.
Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP (“PwC”), located at One North Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s independent registered public accounting firm. PwC has been retained to audit the Fund’s annual financial statements and assists in the preparation and/or review of the Fund’s federal and state income tax returns.
FINANCIAL STATEMENTS
The Fund has not yet commenced operations and therefore has no performance history
or financial information as of the date of this SAI. The audited financial statements for the Fund will appear in the Trust’s Form N-CSR filed with the SEC and on the Fund’s website when available. When available, you may request a copy of the Fund’s financial statements at no charge by calling 800.983.0903 during normal business hours.
78
APPENDIX A
Invesco’s Policy Statement on Global Corporate Governance and Proxy Voting
Effective January 2025
Contents
|
|
|
|
|
I.
|
Introduction
|
A-1
|
|
A.
|
Our Approach to Proxy Voting
|
A-1
|
|
B.
|
Applicability of Policy
|
A-2
|
|
|
|
|
|
II.
|
Global Proxy Voting Operational Procedures
|
A-2
|
|
A.
|
Oversight and Governance
|
A-2
|
|
B.
|
The Proxy Voting Process
|
A-3
|
|
C.
|
Retention and Oversight of Proxy Service Providers
|
A-3
|
|
D.
|
Disclosures and Recordkeeping
|
A-4
|
|
E.
|
Market and Operational Limitations
|
A-5
|
|
F.
|
Securities Lending
|
A-6
|
|
G.
|
Conflicts of Interest
|
A-6
|
|
H.
|
Voting Funds of Funds
|
A-7
|
|
I.
|
Review of Policy
|
A-7
|
|
|
|
|
|
III.
|
Our Good Governance Principles
|
A-8
|
|
A.
|
Transparency
|
A-8
|
|
B.
|
Accountability
|
A-9
|
|
C.
|
Board Composition and Effectiveness
|
A-11
|
|
D
|
Capitalization
|
A-14
|
|
E.
|
Environmental, Social and Governance Risk Oversight
|
A-15
|
|
F.
|
Executive Compensation and Performance Alignment
|
A-16
|
|
|
Exhibit A
|
A-17
|
I.
Introduction
Invesco Ltd. and its wholly owned investment adviser subsidiaries (collectively, “Invesco,” the “Company,” “our” or “we”) have adopted and implemented this Policy Statement on Global Corporate Governance and Proxy Voting (this “Global Proxy Voting Policy” or “Policy”), which we believe describes policies and procedures reasonably designed to assure proxy voting matters are conducted in the best interests of our clients.
A.
Our Approach to Proxy Voting
Invesco understands proxy voting is an integral aspect of the investment management
services it provides to clients. As an investment adviser, Invesco has a fiduciary duty to act
in the best interests of our clients. Where Invesco has been delegated the authority to vote proxies with respect
to securities held in client portfolios, we exercise such authority in the manner we believe best
serves the interests of such clients and their investment objectives. We recognize that proxy voting is an important
tool that enables us to drive shareholder value.
A-1
A summary of our global operational procedures and governance structure is included
in Part II of this Policy. Invesco’s good governance principles, which are included in Part III of this Policy, and our internal proxy voting guidelines are both principles and rules, and cover topics that typically appear on voting ballots. Invesco’s investment teams retain ultimate authority to vote proxies. Given the complexity of proxy issues across our clients’ holdings globally, our investment teams consider many factors when determining how to cast votes. We seek to evaluate and make voting decisions that
favor proxy proposals and governance practices that, in our view, promote long-term shareholder
value.
B.
Applicability of Policy
Invesco’s investment teams vote proxies on behalf of Invesco-sponsored funds and both fund and non-fund advisory clients that have explicitly granted Invesco authority in writing to vote
proxies on their behalf. In the case of institutional or sub-advised clients, Invesco will vote the
proxies in accordance with this Policy unless the client agreement specifies that the client retains the
right to vote or has designated a named fiduciary to direct voting. This Policy is implemented by all entities listed in Exhibit A, except as noted below. Due to regional or asset class-specific considerations,
certain entities may have local proxy voting guidelines or policies and procedures that differ from this
Policy. In the event local policies and this Policy differ, the local policy will apply. These entities
subject to local policies are listed in Exhibit A and include Invesco Asset Management (Japan) Limited, Invesco Asset Management (India) Pvt. Ltd., Invesco Taiwan Limited, Invesco Real Estate Management S.à r.l. and Invesco Capital Markets, Inc. for Invesco Unit Investment Trusts.
Where our passively managed strategies and certain other client accounts managed in
accordance with fixed income, money market and index strategies (including exchange-traded funds)
(referred to as “passively managed accounts”) hold the same investments as our actively managed equity funds, voting decisions with respect to those accounts generally follow the voting decisions made
by the largest active holder of the equity shares. Invesco refers to this approach as “Majority Voting.” This process of Majority Voting seeks to ensure that our passively managed accounts benefit from the engagement
and deep dialogue of our active investment teams, which can benefit shareholders in passively managed accounts. Invesco will generally apply the majority holder’s vote instruction to these passively managed accounts. Where securities are held only in passively managed accounts and not owned
in our actively managed accounts, the proxy will be generally voted in line with this Policy and internal
proxy voting guidelines. Notwithstanding the above, investment teams of our passively managed accounts retain full discretion over proxy voting decisions to individually evaluate a specific proxy proposal or override Majority Voting and vote the shares as they determine to be in the best interest of
those accounts, absent certain types of conflicts of interest which are discussed elsewhere in this Policy. To the extent our investment teams believe a specific proxy proposal requires enhanced analysis or if it is not
covered by this Policy or internal guidelines, our investment teams will evaluate such proposal and execute the voting decision.
II.
Global Proxy Voting Operational Procedures
Invesco’s global proxy voting operational procedures (the “Procedures”) are in place to implement the provisions of this Policy. Invesco aims to vote all proxies for which it has voting authority in accordance with this Policy, as implemented by the Procedures outlined in this Section II. It is the responsibility of Invesco’s Proxy Voting and Governance team to maintain and facilitate the review of the Procedures
annually.
A.
Oversight and Governance
Oversight of the proxy voting process is provided by the Proxy Voting and Governance
team and the Global Invesco Proxy Advisory Committee (“Global IPAC”). For some clients, third parties (e.g., U.S. fund boards) and internal sub-committees also provide oversight of the proxy voting
process.
Guided by its philosophy that investment teams should manage proxy voting, Invesco
has created the Global IPAC. The Global IPAC is an investments-driven committee comprising representatives from various investment management teams. Representatives from Invesco’s Legal, Compliance, Risk, ESG
A-2
and Government Affairs departments may also participate in Global IPAC meetings. The
Director of Proxy Voting and Governance chairs the committee. The Global IPAC provides a forum for investment teams, in accordance with this Policy, to:
●
monitor, understand and discuss key proxy issues and voting trends within the Invesco
complex;
●
assist Invesco in meeting regulatory obligations;
●
review votes not aligned with our good governance principles; and
●
consider conflicts of interest in the proxy voting process.
In fulfilling its responsibilities, the Global IPAC meets as necessary (but no less than semi-annually) and has the following responsibilities and functions: (i) acts as a key liaison between
the Proxy Voting and Governance team and investment teams to assure compliance with this Policy; (ii) provides insight on market trends as it relates to stewardship practices; (iii) monitors proxy votes that
present potential conflicts of interest; and (iv) reviews and provides input, at least annually, on
this Policy and related internal procedures and recommends any changes to this Policy based on, but not limited to, Invesco’s experience, evolving industry practices, or developments in applicable laws or regulations.
In addition, when necessary, the Global IPAC Conflict of Interest Sub-committee makes voting decisions
on proxies that require an override of this Policy due to an actual or perceived conflict of interest. The Global IPAC reviews Global IPAC Conflict of Interest Sub-committee voting decisions.
B.
The Proxy Voting Process
At Invesco, investment teams execute voting decisions through our proprietary voting
platform and are supported by the Proxy Voting and Governance team and a dedicated technology team. Invesco’s proprietary voting platform streamlines the proxy voting process by providing our
global investment teams with direct access to proxy meeting materials, including ballots, Invesco’s internal proxy voting guidelines and recommendations, as well as proxy research and vote recommendations
issued by Proxy Service Providers (as such term is defined in Part C below). Votes executed on Invesco’s proprietary voting platform are transmitted to our proxy voting agent electronically and are then
delivered to the respective designee for tabulation.
Invesco’s Proxy Voting and Governance team monitors whether we have received proxy ballots for shareholder meetings in which we are entitled to vote. This involves coordination
among various parties in the proxy voting ecosystem, including, but not limited to, our proxy voting agent, custodians and ballot distributors. If necessary, we may choose to escalate a matter in accordance with our internal procedures to facilitate our ability to exercise our right to vote.
Our proprietary systems facilitate internal control and oversight of the voting process.
To facilitate the casting of votes in an efficient manner, Invesco may choose to pre-populate and leverage
the capabilities of these proprietary systems to automatically submit votes based on internal proxy voting guidelines. If necessary, votes may be cast by Invesco or via the Proxy Service Providers Web
platform at our direction.
C.
Retention and Oversight of Proxy Service Providers
Invesco has retained two independent third-party proxy voting service providers to provide proxy support globally: Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis (“GL”). In addition to ISS and GL, Invesco may retain certain local proxy service providers to access regionally
specific research (such local proxy service providers, collectively with ISS and GL, “Proxy Service Providers”). The services may include one or more of the following: providing a comprehensive analysis of each voting
item and interpretations of each voting item based on Invesco’s internal proxy voting guidelines; and providing assistance with the administration of the proxy process and certain proxy voting-related
functions, including, but not limited to, operational, reporting and recordkeeping services.
While Invesco may take into consideration the information and recommendations provided
by the Proxy Service Providers, including recommendations based upon Invesco’s internal proxy voting guidelines
A-3
and recommendations provided to such Proxy Service Providers, Invesco’s investment teams retain full and independent discretion with respect to proxy voting decisions.
Updates to previously issued proxy research reports and recommendations may be provided
to incorporate newly available information or additional disclosure provided by an issuer regarding a matter to be voted on, or to correct factual errors that may result in the issuance of revised
proxy vote recommendations. Invesco’s Proxy Voting and Governance team periodically monitors for these research alerts issued by Proxy Service Providers that are shared with our investment teams.
Invesco performs extensive initial and ongoing due diligence on the Proxy Service
Providers it engages globally. Invesco conducts annual due diligence meetings as part of its ongoing due diligence. The topics included in these annual due diligence meetings include material changes in service levels, leadership and control, conflicts of interest, methodologies for formulating vote
recommendations, operations, and research personnel, among other topics. In addition, Invesco monitors and communicates with the Proxy Service Providers throughout the year and monitors their compliance with Invesco’s performance and policy standards.
As part of our annual policy development process, Invesco may engage with other external
proxy and governance experts to understand market trends and developments. These meetings provide
Invesco with an opportunity to assess the Proxy Service Providers’ capabilities, conflicts of interest and service levels, as well as provide investment professionals with direct insight into the Proxy Service Providers’ stances on key corporate governance and proxy topics and their policy framework/methodologies.
Invesco completes a review of the System and Organizational Controls (“SOC”) Reports for Proxy Service Providers to confirm the related controls were in place and to provide reasonable assurance that the related controls operated effectively.
D.
Disclosures and Recordkeeping
Unless otherwise required by local or regional requirements, Invesco maintains voting
records for at least seven (7) years. Invesco makes its proxy voting records publicly available in
compliance with regulatory requirements and industry best practices in the regions below:
●
In accordance with the U.S. Securities and Exchange Commission (“SEC”) regulations, Invesco will file a record of all proxy voting activity for the prior 12 months ending June 30th
for each U.S. registered fund. In addition, Invesco, as an institutional manager that is required
to file Form 13F, will file a record of its votes on certain executive compensation (“say on pay”) matters. The proxy voting filings will generally be made on or before August 31st of each year and are available on the SEC’s website at www.sec.gov. In addition, each year, the Form N-PX proxy voting records for Invesco mutual funds’ and closed-end funds’, and Invesco ETF’s are made available on Invesco’s website here.
●
To the extent applicable, the U.S. Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), including Department of Labor regulations and guidance thereunder, provide that the named fiduciary generally should be able to review not only the investment adviser’s voting procedure with respect to plan-owned stock, but also the actions taken in individual proxy voting situations. In the case of institutional and sub-advised clients, clients may contact
their client service representative to request information about how Invesco voted proxies on their behalf.
Absent specific contractual guidelines, such requests may be made on a semi-annual basis.
●
In the UK and Europe, Invesco publicly discloses our proxy votes monthly in compliance
with the UK Stewardship Code here. Additionally, in accordance with the European Shareholder Rights Directive and the European Fund and Asset Management Association Stewardship Code, Invesco publishes
an annual report on implementation of our engagement policies, including a general
description of voting behavior, an explanation of the most significant votes and the use of proxy
voting advisors.
●
In Canada, Invesco publicly discloses a record of all proxy voting activity for the prior 12 months ending June 30th for each Invesco Canada registered mutual fund and ETF. In compliance with the
A-4
National Instrument 81-106 Investment Fund Continuous Disclosure, the proxy voting records will generally be made available on or before August 31st of each year here.
●
In Japan, Invesco publicly discloses our proxy votes annually in compliance with the
Japan Stewardship Code here.
●
In India, Invesco publicly discloses our proxy votes quarterly here in compliance with The Securities and Exchange Board of India (“SEBI”) Circular on stewardship code for all Mutual Funds and all categories of Alternative Investment Funds in relation to their investment in listed
equities. SEBI has implemented principles on voting for Mutual Funds through circulars dated March 15,
2010, March 24, 2014, and March 5, 2021, which prescribed detailed mandatory requirements for Mutual Funds in India to disclose their voting policies and actual voting by Mutual Funds
on different resolutions of investee companies.
●
In Hong Kong, Invesco Hong Kong Limited will provide proxy voting records upon request
in compliance with the Securities and Futures Commission Principles of Responsible Ownership.
●
In Taiwan, Invesco publicly discloses our proxy voting policy and proxy votes annually
in compliance with Taiwan’s Stewardship Principles for Institutional Investors here.
●
In Australia, Invesco publicly discloses a summary of its proxy voting record annually
here.
●
In Singapore, Invesco Asset Management Singapore Ltd. will provide proxy voting records
upon request in compliance with the Singapore Stewardship Principles for Responsible Investors.
Invesco may engage Proxy Service Providers to make available or maintain certain required
proxy voting records in accordance with the above stated applicable regulations. Separately
managed account clients that have authorized Invesco to vote proxies on their behalf will receive
proxy voting information with respect to those accounts upon request. Certain other clients may obtain information
about how we voted proxies on their behalf by contacting their client service representative or
advisor. Invesco does not publicly disclose voting intentions in advance of shareholder meetings.
E.
Market and Operational Limitations
In the great majority of instances, Invesco will vote proxies. However, in certain
circumstances, Invesco may refrain from voting where the economic or other opportunity costs of voting exceed
any benefit to clients. Moreover, ERISA fiduciaries must not subordinate the economic interests of plan participants and beneficiaries to unrelated objectives when voting proxies or exercising other shareholder rights. These matters are left to the discretion of the relevant investment team. Such circumstances could include, for example:
●
Certain countries impose temporary trading restrictions, a practice known as “share blocking.” This means that once the shares have been voted, the shareholder does not have the ability
to sell the shares for a certain period of time, usually until the day after the conclusion of
the shareholder meeting. Unless a client directs otherwise, Invesco generally refrains from voting proxies at companies or in markets where share blocking applies. In some instances, Invesco may determine that the benefit to the client(s) of voting a specific proxy outweighs the client’s temporary inability to sell the shares.
●
Some companies require a representative to attend shareholder meetings in person to vote a proxy or issuer-specific additional documentation, certification or the disclosure of beneficial owner details to vote. Invesco may determine that the costs of sending a representative or submitting
additional documentation, including power of attorney documentation, or disclosures outweigh the benefit of voting a particular proxy.
●
Invesco may not receive proxy materials from the relevant fund or custodian used by our clients with sufficient time and information to make an informed independent voting decision.
●
Invesco held shares on the record date but has sold them prior to the meeting date.
A-5
●
Although Invesco uses reasonable efforts to vote a proxy, proxies may not be accepted or may
be rejected for various reasons, including due to changes in the agenda for a shareholder meeting for which Invesco does not have sufficient notice, when certain custodians used by our clients do not offer a proxy voting in a jurisdiction, or due to operational issues experienced by third parties involved in the process or by an issuer or sub-custodian.
●
Additionally, despite the best efforts of Invesco and its proxy voting agent, there
may be instances where our votes may not be received or properly tabulated by an issuer or an issuer’s agent. Invesco will generally endeavor to vote and maintain any paper ballots received provided
they are delivered in a timely manner ahead of the vote deadline.
F.
Securities Lending
Invesco’s funds may participate in a securities lending program. In circumstances where funds’ shares are on loan, the voting rights of those shares are transferred to the borrower. If
the security in question is on loan as part of a securities lending program, Invesco may determine that the
vote is material to the investment, and therefore, the benefit to the client of voting a particular proxy outweighs the
economic benefits of securities lending. In those instances, Invesco may determine to recall
securities that are on loan prior to the meeting record date, so we will be entitled to vote those shares. For example, for certain actively managed funds, the lending agent has standing instructions to systematically
recall all securities on loan for Invesco to vote the proxies on those previously loaned shares.
There may be instances where Invesco may be unable to recall shares or may choose not to recall
shares. Such circumstances may include instances when Invesco does not receive timely notice of
the meeting, or when Invesco deems the opportunity for a fund to generate securities lending revenue
outweighs the benefits of voting at a specific meeting. The relevant investment team will make these determinations.
G.
Conflicts of Interest
There may be occasions where voting proxies may present a perceived or actual conflict
of interest between Invesco, as investment adviser, and one or more of Invesco’s clients or vendors.
Firm-Level Conflicts of Interest
A conflict of interest may exist if Invesco has a material business relationship with
either the company soliciting a proxy or a third party that has a material interest in the outcome of
a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Such relationships may
include, among others, a client relationship, serving as a vendor whose products/services are material
or significant to Invesco, serving as a distributor of Invesco’s products, or serving as a significant research provider or broker to Invesco.
Invesco identifies potential conflicts of interest based on a variety of factors,
including, but not limited, to the materiality of the relationship between the issuer or its affiliates to Invesco.
Material firm-level conflicts of interests are identified by individuals and groups
within Invesco globally using criteria established by the Proxy Voting and Governance team. These criteria are
monitored and updated periodically by the Proxy Voting and Governance team so up-to-date information
is available when conducting conflicts checks. Operating procedures and associated governance are
designed to seek to assure conflicts of interest are appropriately considered ahead of voting proxies. The Global
IPAC Conflict of Interest Sub-committee maintains oversight of the process. Companies
identified as conflicted will be voted in line with the principles below as implemented by Invesco’s internal proxy voting guidelines. To the extent an investment team disagrees with the Policy, our processes and procedures seek to assure that justifications and rationales are fully documented and presented to the Global IPAC Conflict of Interest Sub-committee for approval by a majority vote.
As an additional safeguard, persons from Invesco’s marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may
not consider Invesco Ltd.’s pecuniary interest when voting proxies on behalf of clients. To avoid any appearance of a conflict of interest, Invesco will not vote proxies issued by Invesco Ltd. that are
held in client accounts.
A-6
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal or business
relationship with other proponents of proxy proposals, participants in proxy contests, corporate
directors, or candidates for directorships. Under Invesco’s Global Code of Conduct, Invesco entities and individuals must act in the best interests of clients and must avoid any situation that gives
rise to an actual or perceived conflict of interest.
All Invesco personnel with proxy voting responsibilities are required to report any
known personal or business conflicts of interest regarding proxy issues with which they are involved.
In such instances, the individual(s) with the conflict will be excluded from the decision-making process
relating to such issues.
H.
Voting Funds of Funds
Funds of funds holdings can create various special situations for proxy voting, including operational
challenges in certain markets. The scenarios below set out examples of how Invesco votes funds of funds:
●
When required by law or regulation, shares of an Invesco fund held by other Invesco
funds will be voted in the same proportion as the votes of external shareholders of the underlying
fund. If such proportional voting is not operationally possible, Invesco will not vote the shares.
●
When required by law or regulation, shares of an unaffiliated registered fund held
by one or more Invesco funds will be voted in the same proportion as the votes of external shareholders
of the underlying fund. If such proportional voting is not operationally possible, Invesco
will not vote the shares.
●
For U.S. funds of funds where proportional voting is not required by law or regulation,
shares of Invesco funds held by other Invesco funds generally will be voted in the same proportion as the votes of external shareholders of the underlying fund. If such proportional voting
is not operationally possible, Invesco will vote in line with internal proxy voting guidelines. Investment teams retain full discretion over proxy voting decisions for funds of funds where proportional voting
is not required by law or regulation and may choose to vote differently.
●
For U.S. funds of funds where proportional voting is not required by law or regulation,
shares of unaffiliated registered funds held by one or more Invesco funds generally will be
voted in the same proportion as the votes of external shareholders of the underlying fund. If such proportional
voting is not operationally possible, Invesco will vote in line with internal proxy voting guidelines.
Investment teams retain full discretion over proxy voting decisions for funds of funds where
proportional voting is not required by law or regulation and may choose to vote differently.
●
Non-U.S. funds of funds will not be voted proportionally due to operational limitations. The applicable Invesco entity will vote in line with its local policies, as indicated in Exhibit
A. If no local policies exist, Invesco will vote non-U.S. funds of funds in line with the firm level conflicts of
interest process described above.
●
Where client or proprietary accounts are invested directly in shares issued by Invesco affiliates and Invesco has proxy voting authority, shares will be voted in the same proportion as the votes of external shareholders of the underlying holding. If proportional voting is not possible, the shares will be voted in line with a Proxy Service Provider’s recommendation.
●
Unless it decides to solicit investor instructions, Invesco shall not vote the shares
of an Invesco fund held by a fund, client or proprietary account managed by Invesco Canada Ltd.
I.
Review of Policy
It is the responsibility of the Global IPAC to review this Policy and the internal
proxy voting guidelines annually to consider whether any changes are warranted. This annual review seeks to
assure this Policy and the internal proxy voting guidelines remain consistent with clients’ best interests, regulatory
A-7
requirements, local market standards and best practices. Further, this Policy and
our internal proxy voting guidelines are reviewed at least annually by various departments within Invesco
to seek to ensure that they remain consistent with Invesco’s views on best practice in corporate governance and long-term investment stewardship.
III.
Our Good Governance Principles
Invesco’s good governance principles outline our views on best practice in corporate governance and long-term investment stewardship. These principles have been developed by our global investment
teams in collaboration with the Proxy Voting and Governance team and various departments internally.
The broad philosophy and guiding principles in this section inform our approach to long-term
investment stewardship and proxy voting. The principles and positions reflected in this Policy are designed to guide Invesco’s investment professionals in voting proxies; they are not intended to be exhaustive
or prescriptive.
Our investment teams retain full discretion on vote execution in the context of our good governance
principles and internal proxy voting guidelines, except where otherwise specified
in this Policy. The final voting decisions may consider the unique circumstances affecting companies, regional
best practices and any dialogue we have had with company management. As a result, different investment teams may vote differently on particular proxy votes for the same company. To the extent investment teams choose to vote a proxy in a way that is not aligned with the principles below, rationales are fully documented.
When evaluating proxy issues and determining how to cast our votes, Invesco’s investment teams may engage with companies in advance of shareholder meetings, and throughout the year.
These meetings can be joint efforts between our global investment professionals.
The following guiding principles apply to proxy voting with respect to operating companies.
We apply a separate approach to open-end and closed-end investment companies and unit investment
trusts. Where appropriate, these guidelines may be supplemented by additional internal guidance
that considers regional variations in best practices, company disclosure and region-specific voting items.
Invesco may vote on proposals not specifically addressed by these principles or guidelines based on an evaluation of a proposal’s likelihood to enhance long-term shareholder value.
Our good governance principles are organized around six broad pillars:
A.
Transparency
We expect companies to provide accurate, timely and complete information that enables
investors to make informed investment decisions and effectively carry out their stewardship activities.
Invesco supports the highest standards in corporate transparency and believes that these disclosures
should be made available ahead of the voting deadlines for an annual general meeting or special meeting to allow for timely review and decision-making.
Financial reporting: Company accounts and reporting must accurately reflect the underlying economic position of a company. Arrangements that may constitute an actual or perceived conflict
with this objective should be avoided.
●
We will generally support proposals to accept the annual financial statements, statutory
accounts and similar proposals. However, if these reports are not presented in a timely manner or significant issues are identified regarding their integrity (e.g., the external auditor’s opinion is absent or qualified), we will generally review the matter on a case-by-case basis.
External auditor ratification and audit fees:
●
We will generally not support the ratification of the independent auditor and/or ratification
of their fees payable if non-audit fees exceed audit and audit related fees or if there are
significant auditing controversies or questions regarding the independence of the external auditor. We
will consider an auditor’s length of service as a company’s independent auditor in applying this policy.
●
We will generally vote against the incumbent audit committee chair, or nearest equivalent,
where the
A-8
non-audit fees paid to the independent auditor exceed audit fees for two consecutive
years or other problematic accounting practices are identified such as fraud, misapplication of audit
standards or persistent material weaknesses/deficiencies in internal controls over financial reporting.
Other business: Generally, we vote against proposals to transact other business matters where disclosure is insufficient and we are not given the opportunity to review and understand
what issues may be raised.
Related-party transactions: Invesco will vote all related party transactions on a case-by-case basis. The vote analysis will consider the following factors, among others:
●
disclosure of the transaction details must be full and transparent (such as details of the related parties and of the transaction subject, timeframe, pricing, potential conflicts of interest, and other terms and conditions);
●
the transaction must be fair and appropriate, with a sound strategic rationale;
●
the company should provide an independent opinion either from the supervisory board
or an external financial adviser;
●
minority shareholders’ interests should be protected; and
●
the transactions should be on an arm’s length basis.
Routine business items and formalities: Invesco generally votes non-contentious routine business items and formalities as recommended by the issuer’s management and board of directors. Routine business items and formalities generally include proposals to:
●
accept or approve a variety of routine reports; and
●
approve provisionary financial budgets and strategy for the current year.
B.
Accountability
Robust shareholder rights and strong board oversight help ensure that management adhere
to the highest standards of ethical conduct, are held to account for poor performance and
responsibly deliver value creation for stakeholders over the long term. We encourage companies to adopt governance features that ensure board and management accountability. In particular, we consider
the following as key mechanisms for enhancing accountability to investors:
One share one vote: Voting rights are an important tool for investors to hold boards and management teams accountable. Unequal voting rights may limit the ability of investors to exercise
their stewardship obligations.
●
We generally do not support proposals that establish or perpetuate dual classes of
voting shares, double voting rights or other means of differentiated voting or disproportionate board
nomination rights.
●
We generally support proposals to decommission differentiated voting rights.
●
Where unequal voting rights are established, we expect these to be accompanied by
reasonable safeguards to protect minority shareholders’ interests.
Anti-takeover devices: Mechanisms designed to prevent or delay takeover attempts may unduly limit the accountability of boards and management teams to shareholders.
●
We generally will not support proposals to adopt antitakeover devices such as poison
pills. Exceptions may be warranted at entities without significant operations and to preserve
the value of net operating losses carried forward or where the applicability of the pill is limited
in scope and duration.
●
In addition, we will generally not support capital authorizations or amendments to
corporate articles
A-9
or bylaws at operating companies that may be utilized for antitakeover purposes, for
example, the authorization of classes of shares of preferred stock with unspecified voting, dividend,
conversion or other rights (“blank check” authorizations).
●
We generally support proposals for the removal of anti-takeover provisions.
Shareholder rights: We support the rights of shareholders to hold boards and management teams accountable for company performance. We generally support best-practice-aligned proposals to enhance shareholder rights.
●
Proxy access: Within the US market, we generally vote for management and shareholder proposals
for proxy access that employ guidelines reflecting the SEC framework for proxy access
with the following provisions:
●
Ownership threshold: at least three percent (3%) of the voting power;
●
Ownership duration: at least three (3) years of continuous ownership for each member
of the nominating group;
●
Aggregation: minimal or no limits on the number of shareholders permitted to form
a nominating group; and
●
Cap: cap on nominees of one (1) director or twenty-five percent (25%) of the board,
whichever is higher.
●
Shareholder ability to call special meetings: Generally, we vote for management and shareholder proposals that provide shareholders with the ability to call special meetings with
a minimum threshold of 10% but not greater than 25%. We will not support proposals to prohibit shareholders’ right to call special meetings.
●
Shareholder ability to act by written consent: Generally, assess shareholder proposals that provide shareholders with the ability to act by written consent case-by-case taking into account the following factors, among other things:
●
Shareholders’ current right to call special meetings; and
●
Investor ownership structure.
●
Supermajority vote requirements: Generally, vote against proposals to require a supermajority shareholder vote. We will vote for management and shareholder proposals to reduce supermajority vote requirements, in favor of a simple majority threshold. Lowering this requirement can democratize corporate governance and facilitate a more fair and dynamic decision-making
that empowers and represents a wider shareholder base; especially for key corporate actions
such as mergers, changes in control, or proposals to amend or repeal a portion of a company’s articles of incorporation.
●
Bundling of proposals: It is our view that the bundling of multiple proposals or articles amendments in one single voting item restricts shareholders’ ability to express their views, with an all-or-nothing vote. We generally oppose such proposals unless all bundled resolutions are deemed acceptable
and conducive of long-term shareholder value.
Virtual shareholder meetings: Companies should hold their annual or special shareholder meetings in a manner that best serves the needs of its shareholders and the company. Shareholders
should have an opportunity to participate in such meetings. Shareholder meetings provide an important
mechanism by which shareholders provide feedback or raise concerns without undue censorship
and hear from the board and management.
●
We will generally support management proposals seeking to allow for the convening
of hybrid shareholder meetings (allowing shareholders the option to attend and participate either
in person or through a virtual platform).
A-10
●
Management or shareholder proposals that seek to authorize the company to hold virtual-only
meetings (held entirely through virtual platform with no corresponding in-person physical
meeting) will be assessed on a case-by-case basis. Companies have a responsibility to provide
strong justification and establish safeguards to preserve comparable rights and opportunities
for shareholders to participate virtually as they would have during an in-person meeting.
Invesco will consider, among other things, a company’s practices, jurisdiction and disclosure, including the items set forth below:
i.
meeting procedures and requirements are disclosed in advance of a meeting detailing
the rationale for eliminating the in-person meeting;
ii.
clear and comprehensive description of which shareholders are qualified to participate,
how shareholders can join the virtual-only meeting, how and when shareholders submit and
ask questions either in advance of or during the meeting;
iii.
disclosure regarding procedures for questions received during the meeting, but not
answered due to time or other restrictions; and
iv.
description of how shareholder rights will be protected in a virtual-only meeting
format including the ability to vote shares during the time the polls are open.
C.
Board Composition and Effectiveness
Voting on director nominees in uncontested elections
Definition of independence: Invesco considers local market definitions of director independence, but applies a proprietary standard for assessing director independence considering a director’s status as a current or former employee of the business, any commercial or consulting relationships
with the company, the level of shares beneficially owned or represented and familial relationships,
among others.
Board and committee independence: The board of directors, board committees and regional equivalents should be sufficiently independent from management, substantial shareholders
and conflicts of interest. We consider local market practices in this regard and in general we look
for a balance across the board of directors. Above all, we like to see signs of robust challenge
and discussion in the boardroom.
●
We will generally vote against one or more non-independent directors when a board
is less than majority independent, but we will take into account local market practice with regards
to board independence in limited circumstances where this standard is not appropriate.
●
We will generally vote against non-independent directors serving on the audit committee.
●
We will generally vote against non-independent directors serving on the compensation
committee.
●
We will generally vote against non-independent directors serving on the nominating
committee.
●
In relation to the board, compensation committee and nominating committee we will
consider the appropriateness of significant shareholder representation in applying this policy.
This exception will generally not apply to the audit committee.
Independent Board Chair: It is our view that independent board leadership generally enhances management accountability to investors. Companies deviating from this best practice
should provide a strong justification and establish safeguards to ensure that there is independent oversight of a board’s activities (e.g., by appointing a lead or senior independent director with clearly
defined powers and responsibilities).
●
We will generally vote against the incumbent nominating committee chair, or nearest
equivalent, where the board chair is not independent unless a lead independent or senior director
is appointed.
●
We will review shareholder proposals requesting that the board chair be an independent director on
A-11
a case-by-case basis, taking into account several factors, including, but not limited
to, the presence of a lead independent director and a sufficiently independent board, a sound governance
structure with no record of recent material governance failures or controversies, and sound
financial performance. Invesco will also positively consider less disruptive proposals that will enter into
force at the subsequent leadership transition.
●
We will generally not vote against a CEO or executive serving as board chair solely
on the basis of this issue, however, we may do so in instances where we have significant concerns
regarding a company’s corporate governance, capital allocation decisions and/or compensation practices.
Attendance and over boarding: Director attendance at board and committee meetings is a fundamental part of their responsibilities and provides efficient oversight for the
company and its investors. In addition, directors should not have excessive external board or managerial
commitments that may interfere with their ability to execute the duties of a director.
●
We will generally vote against or withhold votes from directors who attend less than
75% of board and committee meetings for two consecutive years. We expect companies to disclose
any extenuating circumstances, such as health matters or family emergencies, that would
justify a director’s low attendance, in line with good practices.
●
We will generally vote against directors who have more than four total mandates at
public operating companies, if their attendance is below 75% of all board and committee meetings in the year
under review, or if material governance failures have been identified. We apply a lower threshold for directors with significant commitments such as executive positions and chairmanships.
Diversity: In our view, an effective board should be comprised of directors with a mix of skills, experience, tenure, and industry expertise together with a diverse profile of individuals
of different genders, ethnicities, race, culture, age, perspectives and backgrounds. The board
should reflect the diversity of the workforce, customers, and the communities in which a business operates. In our view, greater diversity in the boardroom contributes to robust challenge and debate, avoids
groupthink, fosters innovation, and provides competitive advantage to companies. We consider diversity
at the board level, within the executive management team and in the succession pipeline.
●
In markets where there are regulatory expectations, listing standards or minimum quotas
for board diversity, Invesco will generally apply the same expectations. In all other markets,
we will generally vote against the incumbent nominating committee chair of a board, or nearest equivalent,
where a company failed to demonstrate improvements are being made to diversity practices for
three or more consecutive years, recognizing that building a qualified and diverse board takes time.
●
It is our view that an individual board’s nominating committee is best positioned to determine whether director term limits would be an appropriate measure to help achieve these
goals and, if so, the nature of such limits. Invesco generally opposes proposals to limit the tenure
of outside directors through mandatory retirement ages.
Director term limits and retirement age: It is important for a board of directors to examine its membership regularly with a view to ensuring that the board is effective, and the
company continues to benefit from a diversity of director viewpoints and experience. As stated above, an individual board’s nominating committee is best positioned to determine whether director term limits
or establishing a mandatory retirement age would be an appropriate measure to help achieve these goals
and, if so, the nature of such limits. Therefore, Invesco generally opposes shareholder proposals
to limit the tenure of board directors or to impose a mandatory retirement age.
Responsiveness: Boards should respond to investor concerns in a timely fashion, including reasonable
requests to engage with company representatives regarding such concerns, and address
matters that receive significant voting dissent at general meetings of shareholders.
●
We will generally vote against the incumbent chair of the governance committee, or
nearest
A-12
equivalent, in cases where the board has not adequately responded to items receiving
significant voting opposition from shareholders at an annual or extraordinary general meeting.
●
We will generally vote against the incumbent chair of the governance committee, or
nearest equivalent, where the board has not adequately responded to a shareholder proposal
which has received significant support from shareholders.
●
We will generally vote against the incumbent chair of the compensation committee,
or nearest equivalent, if there are significant ongoing concerns with a company’s compensation practices that have not been addressed by the committee or egregious concerns with the company’s compensation practices for two consecutive years.
●
We will generally vote against the incumbent compensation committee chair, or nearest
equivalent, where there are ongoing concerns with a company’s compensation practices and there is no opportunity to express dissatisfaction by voting against an advisory vote on executive
compensation, remuneration report (or policy) or nearest equivalent.
●
Where a company has not adequately responded to engagement requests from Invesco or
satisfactorily addressed issues of concern, we may oppose director nominations, including,
but not limited to, nominations for the lead independent director and/or committee chairs.
Director indemnification: Invesco recognizes that individuals may be reluctant to serve as corporate directors if they are personally liable for all related lawsuits and legal costs.
As a result, reasonable limitations on directors’ liability can benefit a company and its shareholders by helping to attract and retain qualified directors while preserving recourse for shareholders in the event
of misconduct by directors. Invesco will evaluate shareholder proposals to amend directors’ indemnification and exculpation provisions on a case-by-case basis.
Discharge of directors: We will generally support proposals to ratify the actions of the board of directors, supervisory board and/or executive decision-making bodies, provided there
are no material oversight failures and legal controversies, or other wrongdoings in the relevant fiscal year – committed or yet to be confirmed. When such oversight concerns are identified, we will consider a company’s response to any issues raised and may vote against ratification proposals instead
of, or in addition to, director nominees.
Director election process: Board members should generally stand for election annually and individually.
●
We will generally support proposals requesting that directors stand for election annually.
●
We will generally vote against the incumbent governance committee chair or nearest
equivalent, if a company has a classified board structure that is not being phased out. We may make
exceptions to this guideline in regions where market practice is for directors to stand for election
on a staggered basis.
●
We will generally support shareholder proposals to repeal a classified board and elect
all directors annually.
●
When a board is presented for election as a slate (e.g., shareholders are unable to
vote against individual nominees and must vote for or against the entire nominated slate of directors)
and this approach is not aligned with local market practice, we will generally vote against
the slate in cases where we otherwise would vote against an individual nominee.
●
Where market practice is to elect directors as a slate, we will generally support
the nominated slate unless there are governance concerns with several of the individuals included on the
slate or we have broad concerns with the composition of the board such as a lack of independence.
A-13
Majority vote standard: Invesco generally votes in favor of proposals to elect directors by a majority vote, except in cases where a company has adopted formal governance principles that
present a meaningful alternative to the majority voting standard.
Board size: We will generally defer to the board with respect to determining the optimal number
of board members given the size of the company and complexity of the business, provided
that the proposed board size is sufficiently large to represent shareholder interests and sufficiently
limited to remain effective. We might oppose amendments to the board size, when such change is
deemed diminishing of Invesco’s governance requirements such as an adequate level of independence and diversity on the board.
Board assessment and succession planning: Invesco will consider and vote case-by-case on shareholder proposals to adopt a policy on succession planning. When evaluating board
effectiveness, Invesco considers whether periodic performance reviews and skills assessments are
conducted to ensure the board represents the interests of shareholders. In addition, boards should
have a robust succession plan in place for key management and board personnel.
Voting on director nominees in contested elections
Proxy contests: We will review case-by-case dissident shareholder proposals based on their individual
merits. We consider the following factors, among others, when evaluating the merits
of each list of nominees: the long-term performance of the company relative to its industry, management’s track record, any relevant background information related to the contest, the qualifications
of the respective lists of director nominees, the strategic merits of the approaches proposed by both
sides, including the likelihood that the proposed goals can be met, and positions of stock ownership in
the company.
D.
Capitalization
Capital allocation: Invesco expects companies to responsibly raise and deploy capital toward the long-term, sustainable success of the business. In addition, we expect capital allocation authorizations
and decisions to be made with due regard to shareholder dilution, rights of shareholders
to ratify significant corporate actions and pre-emptive rights, where applicable.
Share issuance: We generally support authorizations to issue shares without preemptive rights up to 20% of a company’s issued share capital for general corporate purposes. However, for issuance requests with preemptive rights, we support authorizations up to a threshold of 50%. Shares should not be issued at a substantial discount to the market price. The same requirements are expected for convertible and non-convertible debt instruments.
Share repurchase programs: We generally support share repurchase plans in which all shareholders may participate on equal terms. However, it is our view that such plans should be
executed transparently and in alignment with long-term shareholder interests. Therefore, we
will not support such plans when there is clear evidence of abuse or no safeguards against selective buybacks,
or the terms do not align with market best practices.
Stock splits: We will evaluate proposals for forward and reverse stock splits on a case-by-case basis. Each proposal will be evaluated based on its potential impact on shareholder value, local market best practices, and alignment with the company's long-term strategic goals.
Increases in authorized share capital: We will generally support proposals to increase a company’s number of authorized common and/or preferred shares, provided we have not identified
concerns regarding a company’s historical share issuance activity or the potential to use these authorizations for antitakeover purposes. We will consider the amount of the request in relation to the company’s current authorized share capital, any proposed corporate transactions contingent on approval
of these requests and the cumulative impact on a company’s authorized share capital, for example, if a reverse stock split is concurrently submitted for shareholder consideration.
A-14
Mergers, acquisitions, disposals and other corporate transactions: Invesco’s investment teams will review proposed corporate transactions including mergers, acquisitions, reorganizations,
proxy contests, private placements, dissolutions and divestitures based on a proposal’s individual investment merits. In addition, we broadly approach voting on other corporate transactions as follows:
●
We will generally support proposals to approve different types of restructurings that
provide the necessary financing to save the company from involuntary bankruptcy.
●
We will generally support proposals to enact corporate name changes and other proposals
related to corporate transactions that we believe are in shareholders’ best interests.
●
We will generally support reincorporation proposals, provided that management has provided a compelling rationale for the change in legal jurisdiction and provided further that
the proposal will not significantly adversely impact shareholders’ rights.
E.
Environmental, Social and Governance Risk Oversight
Director responsibility for risk oversight: A board of directors is ultimately responsible for overseeing management and ensuring that proper governance, oversight and control mechanisms are
in place at the companies it oversees. Invesco may take voting action against director nominees in response to material governance or risk oversight failures that adversely affect shareholder value.
Invesco considers the adequacy of a company's response to material oversight failures
when determining whether any voting action is warranted. In addition, Invesco will consider
the responsibilities delegated to board sub-committees when determining if it is appropriate to hold the
incumbent chair of the relevant committee, or nearest equivalent, accountable for these material failures.
Material governance or risk oversight failures at a company may include, without limitation:
i.
significant bribery, corruption or ethics violations;
ii.
events causing significant climate-related risks;
iii.
significant health and safety incidents; and/or
iv.
failure to ensure the protection of human rights.
Reporting of financially material environmental, social and corporate governance (“ESG”) information: Companies should report on their ESG opportunities and risks where material to their business operations.
●
Climate risk management: We encourage companies to report on material climate-related risks and opportunities and how these are considered within the company’s strategy, financial planning, governance structures and risk management frameworks aligned with applicable regional
regulatory requirements. For companies in industries that materially contribute to climate change,
we encourage comprehensive disclosure of greenhouse gas emissions and Paris Agreement of 2015-aligned emissions reduction targets, where appropriate. Invesco may take voting action at
companies that fail to adequately address climate-related risks, including opposing director nominations
in cases where we view the lack of effective climate transition risk management as potentially
detrimental to long-term shareholder value.
Shareholder proposals addressing environmental and social (“E&S”) issues: We recognize E&S shareholder proposals are nuanced and therefore, Invesco will analyze such proposals on a case-by-case basis. When considering such proposals, we will consider the following factors, among others: a company's track record on E&S issues, the efficacy of the proposal's request, whether
the requested action is unduly burdensome, and whether we consider the adoption of such proposal would promote long-term shareholder value. We will also consider company responsiveness to the proposal
and any engagement on the issue when casting votes.
A-15
Invesco may support shareholder resolutions requesting that specific actions be taken
to address E&S issues or mitigate exposure to material E&S risks, including reputational risk, related
to these issues. We generally do not support resolutions where insufficient information has been provided
in advance of the vote or a lack of disclosure inhibits our ability to make fully informed voting
decisions.
F.
Executive Compensation and Performance Alignment
Invesco supports compensation polices and equity incentive plans that promote alignment
between management incentives and shareholders’ long-term interests. We pay close attention to local market practice and may apply stricter or modified criteria where appropriate.
Advisory votes on executive compensation, remuneration policy and remuneration reports: We will generally not support compensation-related proposals where more than one of the
following is present:
i.
there is an unmitigated misalignment between executive pay and company performance
for at least two consecutive years;
ii.
there are problematic compensation practices which may include, among others, incentivizing
excessive risk taking or circumventing alignment between management and shareholders’ interests via repricing of underwater options;
iii.
vesting periods for long-term incentive awards are less than three years;
iv.
the company “front loads” equity awards;
v.
there are inadequate risk mitigating features in the program such as clawback provisions;
vi.
excessive, discretionary one-time equity grants are awarded to executives; and/or
vii.
less than half of variable pay is linked to performance targets, except where prohibited
by law.
Invesco will consider company reporting on pay ratios as part of our evaluation of
compensation proposals, where relevant.
Equity plans: Invesco generally supports equity compensation plans that promote the proper alignment
of incentives with shareholders’ long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features
which may include provisions to reprice options without shareholder approval, plans that include evergreen
provisions or plans that provide for automatic accelerated vesting upon a change in control.
Employee stock purchase plans: We generally support employee stock purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided
that the price at which employees may acquire stock represents a reasonable discount from the market
price and that the total shareholder dilution resulting from the plan is not excessive (e.g., more than 10% of outstanding shares).
Severance Arrangements: Invesco considers proposed severance arrangements (sometimes known as “golden parachute” arrangements) on a case-by-case basis due to the wide variety among their terms. Invesco acknowledges that in some cases such arrangements, if reasonable, and aligned with local market best practices, may be in shareholders’ best interests as a method of attracting and retaining high-quality executive talent. We generally evaluate case-by-case proposals requiring shareholder ratification of senior executives’ severance agreements depending on whether the proposed terms and disclosure align with good market practice.
Frequency of Advisory Vote on Executive Compensation (Say-on-Pay, MSOP) Management
Proposals: It is our view that shareholders should be given the opportunity to vote on executive
compensation and adequately express their potential concerns. Invesco will generally
vote in favor of a one-year frequency, in order to foster greater accountability, as well as to grant
shareholders a timely intervention on egregious pay practices.
A-16
Exhibit A
Harbourview Asset Management Corporation
Invesco Advisers, Inc.
Invesco Asset Management (India) Pvt. Ltd*1
Invesco Asset Management (Japan) Limited*1
Invesco Asset Management (Schweiz) AG
Invesco Asset Management Deutschland, GmbH
Invesco Asset Management Limited1
Invesco Asset Management Singapore Ltd
Invesco Australia Ltd
Invesco Canada Ltd.1
Invesco Capital Management LLC
Invesco Capital Markets, Inc.*1
Invesco European RR L.P
Invesco Fund Managers Limited
Invesco Hong Kong Limited
Invesco Investment Advisers LLC
Invesco Investment Management (Shanghai) Limited
Invesco Investment Management Limited
Invesco Loan Manager, LLC
Invesco Managed Accounts, LLC
Invesco Management S.A.
Invesco Overseas Investment Fund Management (Shanghai) Limited
Invesco Pensions Limited
Invesco Private Capital, Inc.
Invesco Real Estate Management S.à r.l.1
Invesco RR Fund L.P.
Invesco Senior Secured Management, Inc.
Invesco Taiwan Limited*1
Invesco Trust Company
OppenheimerFunds, Inc.
WL Ross & Co. LLC
*
Invesco entities with specific proxy voting guidelines
1
Invesco entities with specific conflicts of interest policies
A-17
Invesco Actively Managed Exchange-Traded Fund Trust
PART C. OTHER INFORMATION
Item 28. Exhibits.
|
Exhibit
Number
|
Description
|
||
|
(a)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
(2)
|
|
|
|
(b)
|
|
|
|
|
(c)
|
(1)
|
|
|
|
|
(2)
|
|
|
|
(d)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
(2)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
(3)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
|
(4)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
(5)
|
|
|
|
(e)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
(f)
|
|
|
Not applicable.
|
|
(g)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
|
(2)
|
|
|
|
Exhibit
Number
|
Description
|
||
|
(h)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
|
(2)
|
|
|
|
|
(3)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
(4)
|
|
|
|
|
(5)
|
|
|
|
|
(6)
|
|
|
|
(i)
|
|
|
|
|
(j)
|
|
|
Consent of Independent Registered Public Accounting Firm – None
|
|
(k)
|
|
|
Not applicable.
|
|
(m)
|
|
|
Not applicable.
|
|
(n)
|
|
|
Not applicable.
|
|
(o)
|
|
|
Not applicable.
|
|
(p)
|
|
|
|
|
(q)
|
|
|
|
|
|
|
||
(1)
Incorporated by reference to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A, filed on March 24, 2008.
(2)
Incorporated by reference to Post-Effective Amendment No. 117 to the Trust’s Registration Statement on Form N-1A, filed on October 1, 2013.
(3)
Incorporated by reference to Post-Effective Amendment No. 183 to the Trust’s Registration Statement on Form N-1A, filed on February 26, 2015.
(4)
Incorporated by reference to Post-Effective Amendment No. 294 to the Trust’s Registration Statement on Form N-1A, filed on February 15, 2017.
(5)
Incorporated by reference to Post-Effective Amendment No. 357 to the Trust’s Registration Statement on Form N-1A, filed on February 27, 2018.
(6)
Incorporated by reference to Post-Effective Amendment No. 26 to the Invesco Exchange-Traded Self-Indexed Fund Trust’s Registration Statement on Form N-1A, filed on November 21, 2018.
(7)
Incorporated by reference to Post-Effective Amendment No. 272 to the Invesco Exchange-Traded Fund Trust’s Registration Statement on Form N-1A, filed on October 24, 2018.
(8)
Incorporated by reference to Post-Effective Amendment No. 382 to the Trust’s Registration Statement on Form N-1A, filed on December 28, 2018.
(9)
Incorporated by reference to Post-Effective Amendment No. 83 to the Trust’s Registration Statement on Form N-1A, filed on February 28, 2013.
(10)
Incorporated by reference to Post-Effective Amendment No. 390 to the Trust’s Registration Statement on Form N-1A, filed on February 28, 2020.
(11)
Incorporated by reference to Post-Effective Amendment No. 400 to the Trust’s Registration Statement on Form POS EX, filed on April 24, 2020.
(12)
Incorporated by reference to Post-Effective Amendment No. 436 to the Trust’s Registration Statement, filed on November 24, 2020.
(13)
Incorporated by referenced to Post-Effective Amendment No. 447 to the Trust’s Registration Statement on Form N-1A, filed on February 25, 2021.
(14)
Incorporated by reference to Post-Effective Amendment No. 481 to the Trust’s Registration Statement on Form N-1A, filed on February 25, 2022.
(15)
Incorporated by reference to Post-Effective Amendment No. 94 to the Invesco Actively Managed Exchange-Traded Commodity Fund Trust’s Registration Statement on Form N-1A, filed on August 19, 2022.
(16)
Incorporated by reference to Post-Effective Amendment No. 826 to the Invesco Exchange-Traded Fund Trust II’s Registration Statement on Form N-1A, filed on August 25, 2023.
(17)
Incorporated by reference to Post-Effective Amendment No. 552 to the Trust’s Registration Statement on Form N-1A, filed on July 9, 2024.
(18)
Incorporated by reference to Post-Effective Amendment No. 846 to the Invesco Exchange-Traded Fund Trust II’s Registration Statement on Form N-1A, filed on June 21, 2024.
(19)
Incorporated by reference to Post-Effective Amendment No. 566 to the Trust’s Registration Statement on FormN-1A, filed on November 26, 2024.
(*)
Incorporated herewith.
Item 29. Persons Controlled by or Under Common Control with the Fund.
None.
Item 30. Indemnification.
The Registrant (also, the “Trust”) is organized as a Delaware business trust and is operated pursuant to a Declaration of Trust, dated November 7, 2007 (the “Declaration of Trust”).
Reference is made to Article IX of the Registrant’s Declaration of Trust:
Subject to the exceptions and limitations contained in Section 9.5, every person who
is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as
directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer,
employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such
indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained
by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter
be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Subject to applicable federal law, expenses of preparation and presentation of a defense
to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by
the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if
it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered
Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason
to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination
shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there
is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of
a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
Further Indemnification.
Nothing contained herein shall affect any rights to indemnification to which any Covered
Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into
any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in
connection with the acquisition of assets subject to liabilities pursuant to Section 4.2 hereof or a reorganization or consolidation pursuant
to Section 10.2 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such
indemnification, and such indemnification shall not be subject to the terms of this Article IX.
Amendments and Modifications.
Without limiting the provisions of Section 11.1(b) hereof, in no event will any amendment,
modification or change to the provisions of this Declaration or the By-laws adversely affect in any manner the rights
of any Covered Person to (a) indemnification under Section 9.5 hereof in connection with any proceeding in which such Covered Person
becomes involved as a party or otherwise by virtue of being or having been a Trustee, officer or employee of the Trust or (b)
any insurance payments under policies maintained by the Trust, in either case with respect to any act or omission of such Covered Person
that occurred or is alleged to have occurred prior to the time such amendment, modification or change to this Declaration or the
By-laws.
Item 31. Business and Other Connections of the Investment Adviser.
Reference is made to the caption “Management of the Fund” in the Prospectus constituting Part A, which is included in this Registration Statement, and “Management” in the Statement of Additional Information constituting Part B, which is included in this Registration Statement.
The information as to the directors and executive officers of Invesco Capital Management
LLC is set forth in Schedule A of Invesco Capital Management LLC’s Form ADV filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024 (and as amended through the date hereof) and is incorporated herein by reference.
The Form ADV may be obtained free of charge, at the SEC's website at www.adviserinfo.sec.gov, and may be requested by File No. 801-61851.
The information as to the directors and executive officers of Invesco Advisers, Inc.
is set forth in Schedule A of Invesco Advisers, Inc.’s Form ADV filed with the SEC on February 3, 2025 (and amended through the date hereof) and is incorporated herein by reference. The Form ADV may be obtained free of charge, at the SEC’s website at www.adviserinfo.sec.gov, and may be requested by File No. 801-33949.
Item 32. Principal Underwriters.
(a) The sole principal underwriter for the Registrant is Invesco Distributors, Inc.,
which acts as distributor for the Registrant and the following other funds:
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Management Trust
Invesco Dynamic Credit Opportunity Fund
Invesco Senior Loan Fund
Short-Term Investments Trust
Invesco Actively Managed Exchange-Traded Fund Trust
Invesco Actively Managed Exchange-Traded Commodity Fund Trust
Invesco Exchange-Traded Fund Trust II
Invesco Exchange-Traded Fund Trust
Invesco India Exchange-Traded Fund Trust
Invesco Exchange-Traded Self-Indexed Fund Trust
(b) The following are the Officers and Managers of Invesco Distributors, Inc., the Registrant’s underwriter.
|
NAME AND PRINCIPAL
BUSINESS ADDRESS*
|
POSITIONS AND OFFICES
WITH REGISTRANT
|
POSITIONS AND OFFICES
WITH UNDERWRITER
|
|
John McDonough
|
None
|
Director, Chief Executive Officer and
President
|
|
Terry Gibson Vacheron
|
None
|
Executive Vice President
|
|
Mark W. Gregson
|
None
|
Chief Financial Officer
|
|
Trisha B. Hancock
|
None
|
Chief Compliance Officer and Senior
Vice President
|
|
Rocco Benedetto
|
None
|
Senior Vice President
|
|
David Borrelli
|
None
|
Senior Vice President
|
|
Ken Brodsky
|
None
|
Senior Vice President
|
|
George Fahey
|
None
|
Senior Vice President
|
|
Eliot Honaker
|
None
|
Senior Vice President
|
|
Brian Kiley
|
None
|
Senior Vice President
|
|
Brian Levitt
|
None
|
Senior Vice President
|
|
Kevin Neznek
|
None
|
Senior Vice President
|
|
Adam Rochlin
|
None
|
Senior Vice President
|
|
Benjamin Stewart
|
None
|
Senior Vice President
|
|
Paul E. Temple
|
None
|
Senior Vice President
|
|
Melanie Ringold
|
Chief Legal Officer
|
Secretary
|
|
Greg Ketron
|
None
|
Treasurer
|
|
Lindsey Sparano
|
None
|
Financial and Operations Principal and
Controller
|
|
Crissie Wisdom
|
Anti-Money Laundering Compliance
Officer
|
Anti-Money Laundering Compliance
Officer
|
*
The principal business address for all directors and executive officers is Invesco
Distributors, Inc., 11 Greenway Plaza, Houston, Texas 77046-1173.
(c) Not applicable.
Item 33. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a)
of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder, are held in physical possession
at the offices, as applicable, of: (1) the Registrant, (2) the Registrant’s investment adviser and (3) the Registrant’s custodian and administrator.
|
1.
|
Invesco Actively Managed Exchange-Traded Fund Trust
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
|
|
2.
|
Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
|
|
3.
|
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this
Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, duly authorized, in the City of Downers Grove and State of Illinois, on the 12th day
of February, 2025.
|
Invesco Actively Managed Exchange-Traded Fund Trust
|
|
|
By:
|
/s/ Brian Hartigan
|
|
|
Brian Hartigan
|
|
Title:
|
President and Trustee
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities indicated on the dates indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/ Brian Hartigan
|
President and Trustee
|
February 12, 2025
|
|
Brian Hartigan
|
|
|
|
/s/ Kelli Gallegos
|
Treasurer
|
February 12, 2025
|
|
Kelli Gallegos
|
|
|
|
/s/ Adam Henkel
|
Secretary
|
February 12, 2025
|
|
Adam Henkel
|
|
|
|
*/s/ Ronn R. Bagge
|
Vice Chairman and Trustee
|
February 12, 2025
|
|
Ronn R. Bagge
|
|
|
|
*/s/ Todd J. Barre
|
Trustee
|
February 12, 2025
|
|
Todd J. Barre
|
|
|
|
*/s/ Victoria J. Herget
|
Trustee
|
February 12, 2025
|
|
Victoria J. Herget
|
|
|
|
*/s/ Marc M. Kole
|
Trustee
|
February 12, 2025
|
|
Marc M. Kole
|
|
|
|
*/s/ Yung Bong Lim
|
Trustee
|
February 12, 2025
|
|
Yung Bong Lim
|
|
|
|
*/s/ Joanne Pace
|
Trustee
|
February 12, 2025
|
|
Joanne Pace
|
|
|
|
*/s/ Gary R. Wicker
|
Trustee
|
February 12, 2025
|
|
Gary R. Wicker
|
|
|
|
*/s/ Donald H. Wilson
|
Chairman and Trustee
|
February 12, 2025
|
|
Donald H. Wilson
|
|
|
|
*By: /s/ Adam Henkel
|
|
February 12, 2025
|
|
Adam Henkel
|
|
|
|
Attorney-In-Fact
|
|
|
*
Adam Henkel signs this Registration Statement pursuant to powers of attorney filed with Post-Effective Amendment No. 436 to the Trust’s Registration Statement and incorporated by reference herein.
Exhibit Index
|
(d)(1)(b)
|
|
|
(d)(3)(c)
|
|
|
(e)(1)(b)
|
|
|
(g)(1)(b)
|
|
|
(h)(1)(b)
|
|
|
(h)(3)(b)
|
|
|
(i)
|
|
|
(p)
|
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive
Data File because its XBRL tags are
embedded within the inline XBRL document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Celldex Presents Positive First-in-Human Results from Phase 1 Study of Novel Bispecific CDX-622 at the European Academy of Allergy and Clinical Immunology Annual Meeting
- PureHealth Research Utilizes Bioavailable Cranberry and Astragalus in Premium Natural Supplements for Kidney Health
- C&C Garage Door and Opener LLC Delivers Trusted Garage Door Installation, Repair, and Emergency Services in Jefferson, GA
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
