Form 485BPOS Invesco Exchange-Traded
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 2026 .
No. 333-221046
No. 811-23304
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. 192
|
☒
|
and/or
REGISTRATION STATEMENT
UNDER
|
THE INVESTMENT COMPANY ACT OF 1940
|
☒
|
|
Amendment No. 193
|
☒
|
(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 June 3, 2026 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 Exchange-Traded Self-Indexed Fund Trust
|
BSCA
|
Invesco BulletShares 2036 Corporate Bond ETF
|
The Nasdaq Stock Market® LLC
|
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 BulletShares 2036 Corporate Bond ETF (the “Fund”) seeks to track the investment results (before fees and expenses) of the Invesco BulletShares® USD Corporate Bond 2036 Index (the “Underlying Index”).
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
|
| $ |
$ |
The Fund generally will invest at least 80% of its total assets in the securities that comprise the Underlying Index. Strictly in accordance with its guidelines and mandated procedures, Invesco Indexing LLC (the “Index Provider”) compiles and maintains the Underlying Index. The Index Provider is affiliated with Invesco Capital Management LLC, the Fund’s investment adviser (the “Adviser”), and Invesco Distributors, Inc., the Fund’s distributor (the “Distributor”).
The Underlying Index seeks to measure the performance of a portfolio of U.S. dollar-denominated investment grade corporate bonds with maturities or, in some cases, “effective maturities” in the year 2036 (collectively, “2036 Bonds”). Certain bonds in which the Fund may invest may contain embedded issuer call options. An embedded issuer call option means that the bond's issuer has the right to redeem a bond prior to its designated maturity date. Accordingly, the effective maturity date of a bond reflects an assessment of when that bond is likely to be called by the issuer, or in the alternate, the bond's stated maturity date (if it is not called by the issuer). With respect to establishing the effective maturity of a bond, the effective maturity is the actual year of maturity (i) if no embedded issuer call option exists for a bond; (ii) if a bond contains an embedded issuer call option, with the first call date within 13 months of maturity and a par call price; and (iii) unless the yield to next call date is less than the yield to
maturity, in which case the bond’s effective maturity is deemed to be the year of the next call date.
In selecting components for inclusion in the Underlying Index, the Index Provider begins with an investment universe of U.S. dollar-denominated bonds issued by companies domiciled in the U.S., Canada, Western Europe (which the Index Provider defines, as of the date of this prospectus, to be: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom) or Japan. To be eligible for inclusion in the Underlying Index, bonds must (i) be 2036 Bonds (i.e., will mature or will have an effective maturity in the year 2036); (ii) pay a fixed amount of taxable interest; (iii) be rated at least BBB- by S&P Global Ratings, a division of S&P Global Inc. (“S&P”), or Fitch Ratings Inc. (“Fitch”) or at least Baa3 by Moody’s Ratings (“Moody’s”); and (iv) have at least $500 million in face value outstanding (existing bonds in the eligible universe require $400 million in face value outstanding to remain eligible).
2036 Bonds selected for inclusion in the Underlying Index are market value weighted, with a 5% limit on individual issuers applied at each monthly rebalance prior to the final maturing year of the Underlying Index. Bonds held by the Fund generally will be held until they mature, are called or no longer meet the eligibility requirements of the Underlying Index and are removed from the Underlying Index.
As of April 30, 2026, the Underlying Index was comprised of 153 constituents.
The Fund will terminate on or about December 15, 2036, without requiring additional approval by the Board of Trustees (the “Board”) of Invesco Exchange-Traded Self-Indexed Fund Trust (the “Trust”) or Fund shareholders, although the Board may change the termination date. In connection with the termination of the Fund, the Fund will make a cash distribution of its net assets to then-current shareholders after making appropriate provisions for any liabilities of the Fund.
The Fund does not seek to distribute any predetermined amount of cash at maturity. During the maturing year of the Underlying Index (i.e., 2036), no new constituents are added and the Underlying Index rebalances only through June. In the last six months of operation, when the 2036 Bonds held by the Fund mature, the Fund’s portfolio will transition to cash and cash equivalents, including, without limitation, U.S. Treasury Bills and investment grade commercial paper. The Fund should not be confused with a target date fund, which has assets that are managed according to a particular glidepath that illustrates how its investment strategy becomes increasingly conservative over time.
The Fund does not purchase all of the securities in the Underlying Index; instead, the Fund utilizes a “sampling” methodology to seek to achieve its investment objective.
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 the value of its net assets) in securities of issuers in any one industry or group of industries only to the extent that the Underlying Index reflects a concentration in that industry or group of industries. The Fund will not otherwise concentrate its investments in securities of issuers in any one industry or group of industries.
Principal Risks of Investing in the Fund
The following summarizes the principal risks of investing in the Fund.
Market Risk. Securities in the Underlying Index are subject to market fluctuations. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the securities in the Underlying Index. Additionally, natural or environmental disasters,
1
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 net asset value (“NAV”). Certain changes in the U.S. economy in particular, such as when the U.S. economy weakens or when its financial markets decline, may have a material adverse effect on global financial markets as a whole, and on the securities to which the Underlying Index has exposure. Increasingly strained relations between the U.S. and foreign countries, including as a result of economic sanctions and tariffs, may also adversely affect U.S. issuers, as well as non-U.S. issuers.
During a general downturn in the financial markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that specific investments held by the Underlying Index will rise in value.
Index Risk. Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of its Underlying Index. Therefore, the Fund would not necessarily buy or sell a security unless that security is added to or removed from, respectively, its Underlying Index, even if that security generally is underperforming. Additionally, the Fund generally rebalances its portfolio in accordance with its Underlying Index, and, therefore, any changes to its Underlying Index’s rebalance schedule will typically result in corresponding changes to the Fund’s rebalance schedule.
Fixed-Income Securities Risk. Fixed-income securities 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 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.
Foreign Fixed-Income Investment Risk. Investments in fixed-income securities of non-U.S. issuers are subject to the same risks as other debt securities, notably credit risk, market risk, interest rate risk and liquidity risk, while also facing risks beyond those associated with investments in U.S. securities. For example, foreign securities may have relatively low market liquidity, greater market volatility, decreased publicly available information, and less reliable financial 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, political instability 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.
Changing Fixed-Income Market Conditions Risk. Increases in the federal funds and equivalent foreign rates or other changes to monetary policy or regulatory actions may expose fixed-income markets to heightened volatility, perhaps suddenly and to a significant degree, and to reduced liquidity for certain fixed-income investments, particularly those with longer maturities. Such changes and resulting increased volatility may adversely impact the Fund, including its operations and return potential. It is difficult to predict the impact of interest rate changes on various markets. In addition,
decreases in fixed-income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed-income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies and other governmental actions and political events within the U.S. and abroad may also, among other things, affect investor and consumer expectations and confidence in the financial markets, which could result in higher than normal redemptions by APs (as defined herein), which could potentially increase the Fund’s portfolio turnover rate and transaction costs.
Non-Diversified Fund Risk. The Fund is non-diversified and can invest a greater portion of its assets in the obligations or securities of a small number of issuers or any single issuer than a diversified fund can. As a result, 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.
Industry Concentration Risk. In following its methodology, the Underlying Index from time to time may be concentrated to a significant degree in securities of issuers operating in a single industry or industry group. To the extent that the Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, the Fund may face 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, such industry or industry group may be out of favor and underperform other industries or the market as a whole.
Fluctuation of Yield and Liquidation Amount Risk. The Fund, unlike a direct investment in a bond that has a level coupon payment and a fixed payment at maturity, will make distributions of income that vary over time. Unlike a direct investment in bonds, the breakdown of returns between Fund distributions and liquidation proceeds are not predictable at the time of your investment. For example, at times during the Fund’s existence, it may make distributions at a greater (or lesser) rate than the coupon payments received on the Fund’s portfolio, which will result in the Fund returning a lesser (or greater) amount on liquidation than would otherwise be the case. The rate of Fund distribution payments may adversely affect the tax characterization of your returns from an investment in the Fund relative to a direct investment in bonds. If the amount you receive as liquidation proceeds upon the Fund’s termination is higher or lower than your cost basis, you may experience a gain or loss for tax purposes.
Call Risk. If interest rates fall, it is possible that issuers of callable securities with high interest coupons will “call” (or prepay) their bonds before their maturity date. If an issuer exercises such a call during a period of declining interest rates, the Fund may have to replace such called security with a lower yielding security. If that were to happen, the Fund’s net investment income could fall.
Extension Risk. Extension risk is the opposite of reinvestment risk, and typically occurs when interest rates rise, thereby causing repayments of fixed-income securities to occur more slowly than expected by the market. This may drive the prices of these securities down because their interest rates are lower than the current interest rate and they have longer duration (resulting in increased sensitivity to interest rate changes).
Reinvestment Risk. Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning. Reinvestment risk is greater during periods of declining interest
2
rates, as prepayments often occur faster. It is related to call risk, since issuers of callable securities with high interest coupons may call their bonds before their maturity date. This may require the Fund to reinvest the proceeds at an earlier date, and it may be able to do so only at lower yields, thereby reducing its return.
Liquidity Risk. Liquidity risk exists when a particular investment is difficult to purchase or sell. If the Fund invests in illiquid securities or current portfolio securities become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price.
Declining Yield Risk. During the final year of the Fund's operations, as the bonds held by the Fund mature and the Fund's portfolio transitions to cash and cash equivalents, the Fund's yield will generally tend to move toward the yield of cash and cash equivalents and thus may be lower than the yields of the bonds previously held by the Fund and/or prevailing yields for bonds in the market.
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 the Fund’s securities to decline.
Valuation Risk. The price the Fund could receive upon the sale of a portfolio investment may differ from the Fund’s valuation of the investment, particularly for investments that trade in thin or volatile markets or that are valued using a fair valuation methodology. 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. When market quotations are not readily available for Fund investments, those investments are fair valued by the Adviser. There are multiple methods that can be used to fair value a portfolio investment and such methods may involve more subjectivity than the use of market quotations. The value established for an investment through fair valuation may be different from what would be produced if the investment had been valued using market quotations. In addition, there is no assurance that the Fund could sell a portfolio investment at any time for the value ascribed to it for purposes of calculating the Fund’s net asset value, and it is possible that the Fund could incur a loss because an investment is sold at a discount to its ascribed value. The ability to value investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
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 investors will not be able to purchase or sell the Fund’s Shares. As a result, trading spreads and the resulting premium or discount on the Fund’s Shares may widen, and, therefore, increase the difference between the market price of the Fund’s Shares and the NAV of such Shares.
Sampling Risk. The Fund's use of a representative sampling methodology may result in it holding a smaller number of securities than are in the Underlying Index. As a result, an adverse development with respect to an issuer of securities held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Underlying Index. To the extent the assets in the Fund are smaller, these risks will be greater.
Non-Correlation Risk. The Fund's return may not match the return of the Underlying Index for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Fund's securities holdings to reflect changes in the Underlying Index. Additionally, the Fund’s use of a representative sampling methodology may cause the Fund not to be as well-correlated with the return of the Underlying Index as would be the case if the Fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying Index. In
addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Fund's portfolio and the Underlying Index resulting from legal restrictions, costs or liquidity constraints.
Authorized Participant Concentration Risk. Only authorized participants (“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. This 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 (as defined below), 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 the Fund's NAV and to face trading halts and/or delisting. Additionally, to the extent that the Fund holds non-U.S. securities, such 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 the potential lack of an active market for the Shares, losses from trading in secondary markets, periods of high volatility, and disruption in the creation/redemption process of the Fund. 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. Any of these factors may lead to the Shares trading at a premium or discount to the Fund's NAV.
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 and the 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.
3
Management of the Fund
Investment Adviser. Invesco Capital Management LLC (the “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 Adviser/Trust
|
Date Began
Managing
the Fund
|
|
Peter Hubbard
|
Portfolio Manager of the Adviser;
Vice President of the Trust
|
June 2026
|
|
|
||
|
Cynthia Madrigal
|
Portfolio Manager of the Adviser
|
June 2026
|
|
|
||
|
Jeremy Neisewander
|
Portfolio Manager of the Adviser
|
June 2026
|
|
|
||
|
Richard Ose
|
Portfolio Manager of the Adviser
|
June 2026
|
|
|
||
Purchase and Sale of Shares
The Fund will issue and redeem Shares at NAV only with APs and only in large blocks of 150,000 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 or some combination of both, 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 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
The Fund's investment objective is to seek to track the investment results (before fees and expenses) of the Underlying Index. The Fund generally will invest at least 80% of its total assets in securities that comprise the Underlying Index. The Fund operates as an index fund and is not actively managed, meaning that it does not seek to outperform the Underlying Index. Rather, the Fund seeks to generally track the performance of the Underlying Index as closely as possible (i.e., it seeks to obtain a high degree of correlation with the Underlying Index and to minimize “tracking error” between the two). Tracking error means the variation between the Fund's annual return and the return of the Underlying Index. Because the Underlying Index is a financial calculation based on a grouping of financial instruments, while the Fund is an actual investment portfolio, the Fund may experience tracking error for a number of reasons when tracking the performance of the Underlying Index. For example, the Fund incurs operating expenses and transaction costs not applicable to the Underlying Index. As an index fund, the Fund does not take temporary defensive positions during periods of adverse market, economic or other conditions.
The Fund, because of the practical difficulties and expense of purchasing all of the securities in the Underlying Index, does not purchase all of the securities in the Underlying Index; instead, the Fund utilizes a sampling methodology to seek to achieve its investment objective. A “sampling” methodology means that the Adviser uses a quantitative analysis to select securities from the Underlying Index universe to obtain a representative sample of securities that have, in the aggregate, investment characteristics similar to the Underlying Index in terms of key risk factors, performance attributes and other characteristics. These include duration, maturity, credit quality, yield and coupon. When employing a sampling methodology, the Adviser bases the quantity of holdings in the Fund on a number of factors, including asset size of the Fund, and generally expects the Fund to hold less than the total number of securities in the Underlying Index. However, the Adviser reserves the right to invest the Fund in as many securities as it believes necessary to achieve the Fund's investment objective.
At times, the Fund may utilize one or more additional investment techniques in seeking to track the Underlying Index. Such techniques may include: (i) overweighting or underweighting a component security in the Fund’s portfolio compared to its weight in the Underlying Index, (ii) purchasing securities not contained in the Underlying Index that the Adviser believes are appropriate to substitute for certain securities in the Underlying Index, (iii) selling securities included in the Underlying Index in anticipation of
their removal from the Underlying Index, or (iv) purchasing securities not included in the Underlying Index in anticipation of their addition to the Underlying Index.
Additional information about the construction of the Underlying Index is set forth below.
Invesco BulletShares® USD Corporate Bond 2036 Index
The Underlying Index is designed to represent the performance of a held-to- maturity portfolio of U.S. dollar-denominated investment grade corporate bonds with maturities or, in some cases, “effective maturities,” in 2036. Certain bonds in which the Fund may invest may contain embedded issuer call options. An embedded issuer call option means that the bond's issuer has the right to redeem a bond prior to its designated maturity date. Accordingly, the effective maturity date of a bond reflects an assessment of when that bond is likely to be called by the issuer, or in the alternate, the bond's stated maturity date (if it is not called by the issuer). With respect to establishing the effective maturity of a bond, the effective maturity is the actual year of maturity (i) if no embedded issuer call option exists for a
4
bond; (ii) if a bond contains an embedded issuer call option, with the first call date within 13 months of maturity and a par call price; and (iii) unless the yield to next call date is less than the yield to maturity, in which case the
bond’s effective maturity is deemed to be the year of the next call date. For continuous call bonds, the year of maturity is considered to be the one corresponding to the first call dates, and only start dates of each call period with different call prices are considered for the yield to next call calculation.
The Index Provider compiles and maintains the Underlying Index. In selecting components for inclusion in the Underlying Index, the Index Provider begins with an investment universe of U.S. dollar-denominated bonds issued by companies domiciled in the U.S., Canada, Western Europe (which the Index Provider defines, as of the date of this prospectus, to be: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom) or Japan.
To be eligible for inclusion in the Underlying Index, bonds must (i) be 2036 Bonds (i.e., will mature or will have an effective maturity in the year 2036); (ii) pay a fixed amount of taxable interest; (iii) be rated at least BBB- by S&P or Fitch, or at least Baa3 by Moody’s; and (iv) have at least $500 million in face value outstanding (existing bonds in the eligible universe require $400 million in face value outstanding to remain eligible).
Bond types specifically excluded from the eligible universe are: Rule 144A bonds, Regulation S bonds, private placements, Eurodollar bonds and EuroMTN bonds (which are all securities not registered with the SEC); floating rate bonds; zero coupon bonds; convertible bonds; bonds with warrants; pay-in-kind (“PIK”) bonds; inflation-linked bonds; corporate bonds guaranteed by an agency, national or supranational government (including the Federal Deposit Insurance Corporation (“FDIC”) or the FDIC's Temporary Liquidity Guarantee Program (“TLGP”)); perpetual securities (including trust-preferred securities); and securities for which the Underlying Index calculation agent is unable to provide or is prohibited from providing an evaluated price. The Underlying Index will also exclude non-fixed rate bonds, including fixed-to-float bonds.
Bonds selected for inclusion in the Underlying Index are market value weighted, with a 5% limit on individual issuers applied at each monthly rebalance prior to the final maturing year of the Underlying Index. Prior to 2036, the Underlying Index is rebalanced monthly, at which time: (i) new bonds that meet the eligibility and maturity (or effective maturity) criteria above are added to the Underlying Index; (ii) existing bonds that no longer meet the eligibility requirements are removed; and (iii) weights of the Underlying Index components are reset to reflect current market value. If a bond is removed from the Underlying Index during any rebalance, such bond will be excluded for the next three monthly rebalances (including the current rebalance).
The Index Provider only reevaluates the effective maturity date of bonds in the investment universe semi-annually, as part of the June and December rebalances, at which time, in addition to bonds being added or removed from the Underlying Index pursuant to the eligibility screening described above, bonds also may be added to or removed from the Underlying Index due to any changes in actual or effective maturity (i.e., they no longer meet the definition of a 2036 Bond).
During 2036, the Underlying Index does not reevaluate effective maturities, but continues to rebalance its constituents monthly (though no new bonds are added) through June. The Underlying Index treats market values of coupon payments, matured and called proceeds (including any accrued interest paid in connection with the redemption of the applicable bond) as received on the payment date and invested in 13-week U.S. Treasury Bills until the next Underlying Index rebalance, at which time they are reinvested in the bond components of the Underlying Index and weighted accordingly. Beginning on July 1, 2036, such 13-week U.S. Treasury Bill holdings are not reinvested in the Underlying Index’s other components, and all reinvestments will remain in the U.S. Treasury Bill until the termination of the Underlying Index. In the last two months of 2036, the
U.S. Treasury Bill that matures soonest after year end will be used for such remaining reinvestments.
The Fund is rebalanced in accordance with the Underlying Index.
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. Securities in the Underlying Index 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 the Shares will decline, more or less, in correlation with any decline in value of the securities in the Underlying Index. 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, economies and financial markets throughout the world have become increasingly interconnected, which increases the likelihood that events or conditions in one region or country will adversely affect markets or issuers in other regions or countries. Natural or environmental disasters, widespread disease or other public health issues, war, military conflicts, acts of terrorism, changes in trade regulation, including tariffs or economic sanctions, economic crises or other events could result in increased premiums or discounts to the Fund’s NAV.
Increasingly strained relations between the U.S. and foreign countries may adversely affect U.S. issuers, as well as non-U.S. issuers. A decrease in U.S. imports or exports, changes in trade regulations, including the imposition of tariffs or other economic sanctions on traditional allies or adversaries and their responses thereto, inflation, and/or an economic recession in the U.S. may have a material adverse affect on the U.S. economy, global financial markets as a whole and the securities to which the Fund has exposure. Proposed and adopted policy and legislative actions in the U.S. may impact many aspects of financial and other regulations and may have a significant effect, including potentially adversely, on U.S. markets generally and the value of certain securities. The continued maintenance of elevated debt levels by the U.S. government as projected by governmental agencies and non-governmental organizations, or the imposition of U.S. austerity measures, could potentially constrain future economic growth and the ability to effectively respond to economic downturns. If these trends were to continue, they could adversely impact the U.S. economy, global financial markets as a whole and the securities in which the Fund invests.
Market Disruption Risks Related to Armed Conflict and Geopolitical Tension. As a result of increasingly interconnected global economies and financial markets, armed conflict and geopolitical tension between countries or in a geographic region, for example the conflicts and/or wars between Russia and Ukraine in Europe and among various countries, paramilitary organizations, and other armed political actors in the Middle East, have the potential to adversely impact the Fund’s investments. Such conflicts and tensions, 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 and tensions, 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.
5
Index Risk. Unlike many investment companies that are “actively managed,” the Fund does not utilize an investing strategy that seeks returns in excess of its Underlying Index. Therefore, the Fund would not necessarily buy or sell a security unless that security is added to or removed from, respectively, its Underlying Index, even if that security generally is underperforming. If a specific security is removed from its Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price lower than the security’s current market value. The Underlying Index may not contain the appropriate mix of securities for any particular economic cycle. Additionally, the Fund generally rebalances its portfolio in accordance with its Underlying Index, and, therefore, any changes to its Underlying Index’s rebalance schedule will typically result in corresponding changes to the Fund’s rebalance schedule. Further, unlike with an actively managed fund, the Adviser does not use techniques or defensive strategies designed to lessen the impact of periods of market volatility or market decline. This means that, based on certain market and economic conditions, the Fund’s performance could be lower than other types of funds with investment advisers that actively manage their portfolio assets to take advantage of or defend against market events.
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 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.
Foreign Fixed-Income Investment Risk. Investments in fixed-income securities of non-U.S. issuers are subject to the same risks as other debt securities, notably credit risk, market risk, interest rate risk and liquidity risk, while also facing risks beyond those associated with investments in U.S. securities including, among others, greater market volatility, the availability of less reliable financial information, higher transactional costs, taxation by foreign governments, decreased market liquidity and political instability. Foreign issuers are often subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping than are U.S. issuers, and therefore, not all material information regarding these issuers will be available. Securities exchanges or foreign governments may adopt rules or regulations that may negatively impact the Fund’s ability to invest in foreign securities or may prevent the Fund from repatriating its investments.
Changing Fixed-Income Market Conditions Risk. Increases in the federal funds and equivalent foreign rates or other changes to monetary
policy or regulatory actions may expose fixed-income markets to heightened volatility, perhaps suddenly and to a significant degree, and to reduced liquidity for certain fixed-income investments, particularly those with longer maturities. It is difficult to predict the impact of interest rate changes on various markets. In addition, decreases in fixed-income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed-income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies and other governmental actions and political events within the U.S. and abroad, 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 also, among other things, affect investor and consumer expectations and confidence in the financial markets, including in the U.S. government’s credit rating and ability to service its debt. Such changes and events may adversely impact the Fund, including its operations and return potential, and could also result in higher than normal redemptions by APs (as defined herein), which could potentially increase the Fund’s portfolio turnover rate and transaction costs and potentially lower the Fund’s performance returns.
Non-Diversified Fund Risk. The Fund is non-diversified and can invest a greater portion of its assets in the obligations or securities of a small number of issuers or any single issuer than a diversified fund can. As a result, 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.
Industry Concentration Risk. In following its methodology, the Underlying Index from time to time may be concentrated to a significant degree in securities of issuers operating in a single industry or industry group. To the extent that the Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, the Fund may face 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, such 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.
Fluctuation of Yield and Liquidation Amount Risk. The Fund, unlike a direct investment in a bond that has a level coupon payment and a fixed payment at maturity, will make distributions of income that vary over time. Unlike a direct investment in bonds, the breakdown of returns between Fund distributions and liquidation proceeds are not predictable at the time of your investment. For example, at times during the Fund's existence, it may make distributions at a greater (or lesser) rate than the coupon payments received on the Fund's portfolio, which will result in the Fund returning a lesser (or greater) amount on liquidation than would otherwise be the case. The rate of Fund distribution payments may adversely affect the tax characterization of your returns from an investment in the Fund relative to a direct investment in bonds. If the amount you receive as liquidation proceeds upon the Fund's termination is higher or lower than your cost basis, you may experience a gain or loss for tax purposes.
6
Call Risk. If interest rates fall, it is possible that issuers of callable securities with high interest coupons will “call” (or prepay) their bonds before their maturity date. If an issuer exercises such a call during a period of declining interest rates, the Fund may have to replace such called security with a lower yielding security. If that were to happen, the Fund’s net investment income could fall.
Extension Risk. Extension risk is the risk that repayments of fixed-income securities will occur more slowly than expected by the market. It typically occurs when interest rates rise. This may drive the prices of securities down because their interest rates are lower than the current interest rate and they have longer duration (resulting in increased sensitivity to interest rate changes).
Reinvestment Risk. Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning. Reinvestment risk is greater during periods of declining interest rates, as prepayments often occur faster. This may require the Fund to reinvest the proceeds at an earlier date, and it may be able to do so only at lower yields, thereby reducing its return.
Liquidity Risk. Liquidity risk exists when a particular investment is difficult to purchase or sell. If the Fund invests in illiquid securities or current
portfolio securities become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price. In the event that the Fund voluntarily or involuntarily liquidates portfolio assets during periods of infrequent trading, it
may not receive full value for those assets.
Declining Yield Risk. During the final year of the Fund's operations, as the bonds held by the Fund mature and the Fund's portfolio transitions to cash and cash equivalents, the Fund's yield will generally tend to move toward the yield of cash and cash equivalents and thus may be lower than the yields of the bonds previously held by the Fund and/or prevailing yields for bonds in the market.
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 the Fund’s 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. Many factors may influence the price at which the Fund could sell a particular portfolio investment. The price the Fund could receive upon the sale of a portfolio investment may differ from the Fund’s valuation of the investment, particularly for investments that trade in thin or volatile markets or that are valued using a fair valuation methodology. 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.
To the extent that the investments held by the Fund trade on foreign exchanges or in foreign markets that may be closed when the securities exchange on which the Fund’s shares trade is open, there are likely to be deviations between the current price of such investment and the last quoted price for the investment (i.e., the Fund’s quote from the closed foreign market). When market quotations are not readily available for Fund investments, those investments are fair valued by the Adviser. There are multiple methods that can be used to fair value a portfolio investment, and such methods may involve more subjectivity than the use of market quotations. The value established for an investment through fair valuation may be different from what would be produced if the investment had been valued using market quotations.
In addition, there is no assurance that the Fund could sell a portfolio investment at any time for the value ascribed to it for purposes of calculating the Fund’s net asset value, and it is possible that the Fund could incur a loss because an investment is sold at a discount to its ascribed value. Purchases or redemptions of Fund shares made on days when the Fund is holding fair valued investments may result in receiving a greater or lesser number of shares, or higher or lower redemption proceeds, than would have been received if the Fund did not hold fair valued investments or if the Adviser had used a different methodology to fair value those investments. The ability to value investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
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 investors are not be able to purchase or sell the Fund’s Shares. As a result, trading spreads and the resulting premium or discount on the Fund’s Shares may widen, and, therefore, increase the difference between the market price of the Fund’s Shares and the NAV of such Shares.
Sampling Risk. The Fund’s use of a representative sampling methodology could result in the Fund holding a smaller number of securities than are in the Underlying Index. As a result, an adverse development to an issuer of securities that the Fund holds could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Underlying Index. To the extent the assets in the Fund are smaller, these risks will be greater. In addition, by sampling the securities in the Underlying Index, the Fund faces the risk that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Underlying Index, thereby increasing tracking error.
Non-Correlation Risk. The Fund’s returns may not match the returns of the Underlying Index (that is, it may experience tracking error) for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index and incurs costs in buying and selling securities, especially when rebalancing securities holdings to reflect changes in the Underlying Index. To the extent that the Fund has recently commenced operations and/or otherwise has a relatively small amount of assets, such transaction costs could have a proportionally greater impact on the Fund. Additionally, if the Fund uses a sampling methodology, it may result in returns for the Fund that are not as well-correlated with the return of the Underlying Index as would be the case if the Fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying Index.
The performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Fund’s portfolio and the Underlying Index resulting from legal restrictions, costs or liquidity constraints. Additionally, if the Fund issues or redeems Creation Units principally for cash, it will incur higher costs in buying or selling securities than if it issued and redeemed Creation Units principally in-kind, which may contribute to tracking error. The Fund may fair value certain of the securities it holds. To the extent the Fund calculates its NAV based on fair value prices, the Fund’s ability to track the Underlying Index may be adversely affected. Since the Underlying Index is not subject to the tax diversification requirements to which the Fund must adhere, the Fund may be required to deviate its investments from the securities contained in, and relative weightings of, the Underlying Index. The Fund may not invest in certain securities included in the Underlying Index due to liquidity constraints. Liquidity constraints also may delay the Fund’s purchase or sale of securities included in the Underlying Index. For tax efficiency purposes, the Fund may sell certain securities to realize losses, causing it to deviate from the Underlying Index.
The Fund generally attempts to remain fully invested in the constituents of the Underlying Index. However, at times, the Adviser may not fully invest the Fund’s assets in constituents of the Underlying Index, such as during times of increased market volatility or other unusual or unexpected
7
circumstances, during periods of Underlying Index rebalances, or due to cash flows into the Fund, the need to retain a reserve of cash to meet redemptions and expenses, or low Fund assets.
The investment activities of one or more of the Adviser’s affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd., for their proprietary accounts and for client accounts also may adversely impact the Fund’s ability to track the Underlying Index. For example, in regulated industries, certain emerging or international markets and under corporate and regulatory ownership definitions, there may be limits on the aggregate amount of investment by affiliated investors that may not be exceeded, or that may not be exceeded without the grant of a license or other regulatory or corporate consent, or, if exceeded, may cause the Adviser, the Fund or other client accounts to suffer disadvantages or business restrictions. As a result, the Fund may be restricted in its ability to acquire particular securities due to positions held by the Fund and the Adviser’s affiliates.
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, to the extent that the Fund holds non-U.S. securities, such 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 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 their 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 and the 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.
Non-Principal Investment Strategies
The Fund, after investing at least 80% of its total assets in securities that comprise the Underlying Index, may invest its remaining assets in securities (including other funds) not included in the Underlying Index, and in money market instruments, including repurchase agreements and other funds, including affiliated funds, that invest exclusively in money market instruments (subject to applicable limitations under the 1940 Act or exemptions therefrom), convertible securities, 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) and in futures contracts, options, options on futures contracts or other derivatives. The Fund may use futures contracts, options, options on futures contracts and other derivatives, convertible securities and structured notes to seek performance that corresponds to the Underlying Index, to seek to hedge portfolio risk and to manage cash flows. The Adviser anticipates that it may take approximately two business days (a business day is any day that the New York Stock Exchange (“NYSE”) is open) for additions to and deletions from the Underlying Index to fully settle in the portfolio composition of the Fund.
In accordance with the rules under the 1940 Act, a fund with a name suggesting that the fund focuses its investments in a particular type of investment or investments, in a particular industry or group of industries, or in a particular country or geographic region must adopt 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 the particular types of securities, or the particular industries, economic sectors, countries or geographic regions, that are suggested by the fund’s name. Accordingly, in light of its name, the Fund has adopted a policy to invest at least 80% of the value of its net assets, plus the amount of any borrowing for investment purposes, in corporate bonds (the “80% investment policy”). The Fund
8
considers the components of the Underlying Index to be the types of securities suggested by its name (i.e., corporate bonds). Therefore, the Fund anticipates meeting its 80% investment policy because it already generally invests at least 80% of its total assets in securities that comprise the Underlying Index, in accordance with its principal investment strategies.
The Fund’s investment objective and the 80% investment policy are non-fundamental policies that the Board of 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.
Affiliated Index Provider Risk. The Index Provider is an affiliated person of the Adviser, which poses the appearance of a conflict of interest. For example, a potential conflict could arise between an affiliated person of the Index Provider or the Adviser and the Fund if that entity attempted to use information regarding changes and composition of the Underlying Index to the detriment of the Fund. Additionally, potential conflicts could arise with respect to the personal trading activity of personnel of the affiliated person who may have access to, or knowledge of, pending changes to the Underlying Index's composition methodology or the constituent securities in the Underlying Index prior to the time that information is publicly disseminated. If shared, such knowledge could facilitate “front-running” (which describes an instance in which other persons trade ahead of the Fund). Although the Adviser and the Index Provider have taken steps designed to ensure that these potential conflicts are mitigated (e.g., via the adoption of policies and procedures that are designed to minimize potential conflicts of interest and the implementation of informational barriers designed to minimize the potential for the misuse of information about the Underlying Index), there can be no assurance that such measures will be successful.
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 and/or incur brokerage costs on these sales that might not have been incurred if the Fund had made a redemption in-kind, which may decrease the tax efficiency of the Fund compared to utilizing an in-kind redemption process. Also, to the extent any transaction costs are not offset by transaction fees imposed on APs, such costs will decrease the Fund's NAV.
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, 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 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.
Index Provider Risk. The Fund seeks to track the investment results, before fees and expenses, of the Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, comprised or calculated accurately. While the Index Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability
9
in relation to the quality, accuracy or completeness of data in the Underlying Index, and it generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time, if at all. Additionally, because the Index Provider is relatively new to the business of creating indexes generally, and to compiling and maintaining the Underlying Index specifically, there may be a greater risk that errors will not be detected as quickly as they might be in the case of an index that has been maintained over time by a different index provider or licensed to a multitude of different users. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund and its shareholders.
Index Rebalancing Risk. Pursuant to the methodology that the Index Provider uses to calculate and maintain the Underlying Index, a security may be removed from the Underlying Index in the event that it does not comply with the eligibility requirements of the Underlying Index. As a result, the Fund may be forced to sell securities at inopportune times or for prices other than at current market values or may elect not to sell such securities on the day that they are removed from the Underlying Index, due to market conditions or otherwise. Due to these factors, the variation between the Fund’s annual return and the return of the Underlying Index may increase significantly.
Apart from scheduled rebalances, the Index Provider may carry out additional ad hoc rebalances to the Underlying Index, for example, to correct an error in the selection of index constituents. When the Fund in turn rebalances its portfolio, any transaction costs and market exposure arising from such portfolio rebalancing will be borne by the Fund and its shareholders. Unscheduled rebalances also expose the Fund to additional tracking error risk. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider may increase the Fund’s costs and market exposure.
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.
Leverage Risk. To the extent that the Fund borrows money, it may be leveraged. Leveraging generally exaggerates the effect on NAV of any increase or decrease in the market value of the Fund’s portfolio securities. Borrowing creates interest expenses and other expenses (e.g., commitment fees) for the Fund that affect the Fund’s performance. Interest expenses are
excluded from the Fund expenses borne by the Adviser under the unitary management fee.
Licensing, Custody and Settlement Risk. Approval of governmental authorities may be required prior to investing in the securities of companies based in certain foreign countries. Delays in obtaining such an approval would delay investments in the particular country, and, as a consequence, the Fund may not be able to invest in all of the securities included in the Underlying Index while an approval is pending. Rules adopted under the 1940 Act permit the Fund to maintain its foreign securities and cash in the custody of certain eligible non-U.S. banks and securities depositories. Certain banks in foreign countries that are eligible foreign sub-custodians may be recently organized or otherwise lack extensive operating experience. In addition, in certain countries there may be legal restrictions or limitations on the ability of the Fund to recover assets
held in custody by a foreign sub-custodian in the event of the bankruptcy of the sub-custodian. Settlement systems in emerging markets may be less well organized than in developed markets. Thus, there may be a risk that settlement may be delayed and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the systems. Under the laws of certain countries in which the Fund invests, the Fund may be required to release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares.
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 Underlying Index 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.
Repurchase Agreements Risk. Repurchase agreements 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
10
price on an agreed date. Repurchase agreements may be characterized as loans secured by the underlying securities. 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. If the seller fails to repurchase the securities, the Fund may suffer a loss to the extent proceeds from the sale of the underlying securities are less than the repurchase prices.
Risks of Futures and Options. The Fund may enter into U.S. futures contracts, options and options on futures contracts to simulate full investment in the Underlying Index, or 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 instrument, including a futures contract, 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. Exchanges can limit the number of futures or options positions that can be held or controlled by the Fund or the investment adviser, thus limiting the ability to implement the Fund’s strategies. Options are subject to correlation risk, and the successful use of options depends on the investment adviser’s ability to predict correctly future price fluctuations and the degree of correlation between the markets for options and the underlying instruments. Options are also particularly subject to leverage risk and can be subject to liquidity risk. Because option premiums paid or received by the Fund are small in relation to the market value of the investments underlying the options, the Fund is exposed to the risk that buying and selling options can be more speculative than investing directly in securities.
Futures contracts are typically exchange-traded contracts that provide for the future delivery of a specified amount of a specific instrument at a specified future price and date, or for cash settlement (payment of the gain or loss on the contract). Futures contracts are subject to the risk of imperfect correlation between movements in the price of the instruments and the price of the underlying securities. Because futures contracts project price levels in the future, market circumstances may cause a discrepancy between the price of an index future and the movement in the Underlying Index. 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. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Futures are also subject to leverage risk and liquidity risk. The risk of loss in trading
futures contracts potentially is unlimited.
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.
Short-Term and Intermediate-Term Bond Risk. The Fund may invest in bonds with a short term (i.e., three years or less) or intermediate term (i.e., five years or less) until maturity. The amount of time until a fixed-income security matures can lead to various risks, including changes in interest rates over the life of a bond. Short- and intermediate-term fixed-income securities generally provide lower returns than longer-term
fixed-income securities. The average maturity of the Fund’s investments will affect the volatility of the Fund’s share price.
Structured Notes Risk. Investments in structured notes involve risks including interest rate risk, credit risk and market risk. 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.
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 relatively small amounts of Shares. Moreover, trading in Shares on The Nasdaq Stock Market® LLC (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.
U.S. Government Obligations Risk. U.S. government securities include securities that are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury securities are backed by the “full faith and credit” of the United States, which may be negatively affected by an actual or threatened failure of the U.S. government to pay its obligations. Securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the United States. In the case of those U.S. government securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or instrumentality does not meet its commitment. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate.
Tax Structure of ETFs
Unlike interests in conventional mutual funds, which typically are bought and sold only at closing NAVs, Shares are traded throughout the day in the secondary market on a national securities exchange, and are created 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.
The Fund may recognize gains as a result of rebalancing its securities holdings to reflect changes in the securities included in the Underlying Index. The Fund also may be required to distribute any such gains to its shareholders to avoid adverse federal income tax consequences. For
11
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, Invesco India Exchange-Traded Fund Trust and Invesco QQQ TrustSM, Series 1, a family of ETFs, with combined assets under management of $877.6 billion as of April 30, 2026.
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.
Portfolio Managers
The Adviser uses a team 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 extensive resources. In this regard, Peter Hubbard, Cynthia Madrigal, Jeremy Neisewander and Richard Ose (the “Portfolio Managers”) are jointly and primarily responsible for the day-to-day management of the Fund.
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 strategies and researching and reviewing investment strategies.
Each Portfolio Manager has limitations on their authority for risk management and compliance purposes that the Adviser believes to be appropriate.
■
Peter Hubbard, Portfolio Manager of the Adviser and Vice President of the Trust, has been responsible for the management of the Fund since June 2026. He has been responsible for the management of certain funds in the Invesco family of ETFs since June 2007 and has been associated with the Adviser since 2005.
■
Cynthia Madrigal, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since June 2026. She has been responsible for the management of certain funds in the Invesco family of ETFs since April 2018 and has been associated with the Adviser since 2018.
■
Jeremy Neisewander, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since June 2026. He has been responsible for the management of certain funds in the Invesco family of ETFs since April 2018 and has been associated with the Adviser since 2018.
■
Richard Ose, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since June 2026. He has been responsible for the management of certain funds in the Invesco family of ETFs since October 2013 and has been associated with the Adviser since 2011.
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 0.10% 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 for 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, 2028, and there is no guarantee that the Adviser will extend it past that date.
A discussion regarding the Board’s basis for approving the Investment Advisory Agreement with respect to the Fund will be available on the Fund’s website and in the Fund’s report filed on Form N-CSR for the fiscal year ended August 31, 2026.
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 “BSCA.”
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 AP. However, the Fund
12
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. In particular, as the planned termination date of the Fund approaches, the Fund may elect to accept redemption orders mostly or entirely in cash. As bonds held by the Fund begin to mature, redemptions may be effected increasingly 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 of 1933, as amended (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 tracking error, 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 not to 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. 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 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. Because 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.
13
■
Any long-term or short-term capital gains realized on the sale of your Shares will be subject to federal income tax.
■
Upon termination of the Fund, 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. On the date that distributions of net investment income and net realized capital gains are paid, the NAV of your Shares will decrease by the per Share amount of the distribution paid.
■
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 Funds” in the Fund’s SAI for more information regarding the tax consequences of such investment.
■
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.
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.
14
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 and the Index Provider.
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 (“BNY”) 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. Private 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.
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. Because the Fund seeks to track the Underlying Index, the use of fair value pricing could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by the Underlying Index, which may increase the Fund’s tracking error.
Fund Service Providers
BNY, 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.
15
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.
16
Index Provider
Invesco Indexing LLC is the Index Provider for the Underlying Index. The Adviser has entered into a license agreement with Invesco Indexing LLC to use the Underlying Index. The Adviser pays licensing fees to Invesco Indexing LLC. The Adviser, in turn, has entered into a sub-licensing arrangement with the Fund to permit the Fund to use the Underlying Index. The Fund does not pay a fee for the use of the Underlying Index.
Invesco Indexing LLC is affiliated with the Adviser and the Distributor. The Adviser has in place a code of ethics designed to prevent misuse of non-public index information, and the Adviser and the Index Provider have each implemented significant informational barriers to prevent impermissible sharing of non-public index information.
Disclaimers
“BulletShares®” and the name of the Underlying Index are trademarks of Invesco Indexing LLC and have been licensed for use for certain purposes by the Adviser. The Fund and its Shares are not sponsored, endorsed, sold or promoted by Invesco Indexing LLC and Invesco Indexing LLC makes no representation regarding the advisability of investing in Shares. Invesco Indexing LLC makes no representation or warranty, express or implied, to the shareholders of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of any data supplied by Invesco Indexing LLC to track general market performance. Invesco Indexing LLC is an affiliate of the Adviser and its relationship to the Adviser includes the licensing of certain trademarks and trade names of Invesco Indexing LLC and of the data supplied by Invesco Indexing LLC, which is determined and composed by Invesco Indexing LLC. Invesco Indexing LLC has no obligation to take the needs of the Adviser or the shareholders of the Fund into consideration in determining, or composing the data supplied by Invesco Indexing LLC. Invesco Indexing LLC is not responsible for and has not participated in the determination of the prices of the Shares or the timing of the issuance or sale of such Shares. Invesco Indexing LLC has no obligation or liability in connection with the administration, marketing or trading of the Fund or its Shares.
The Adviser does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors, omissions, restatements, re-calculations or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the Shares or any other person or entity from the use of the Underlying Index or any data included therein. The Adviser makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
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
17
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 Exchange-Traded Self-Indexed 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 811-23304.
18
Prospectus
June 3, 2026
Invesco Exchange-Traded Self-Indexed Fund Trust
|
BSJY
|
Invesco BulletShares 2034 High Yield Corporate Bond ETF
|
The Nasdaq Stock Market® LLC
|
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 BulletShares 2034 High Yield Corporate Bond ETF (the “Fund”) seeks to track the investment results (before fees and expenses) of the Invesco BulletShares® USD High Yield Corporate Bond 2034 Index (the “Underlying Index”).
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
|
| $ |
$ |
The Fund generally will invest at least 80% of its total assets in the securities that comprise the Underlying Index. Strictly in accordance with its guidelines and mandated procedures, Invesco Indexing LLC (the “Index Provider”) compiles and maintains the Underlying Index. The Index Provider is affiliated with Invesco Capital Management LLC, the Fund’s investment adviser (the “Adviser”), and Invesco Distributors, Inc., the Fund’s distributor (the “Distributor”).
The Underlying Index seeks to measure the performance of a portfolio of U.S. dollar-denominated high yield corporate bonds (commonly known as “junk bonds”) with maturities or, in some cases, “effective maturities” in the year 2034 (collectively, “2034 Bonds”). Certain bonds in which the Fund may invest may contain embedded issuer call options. An embedded issuer call option means that the bond's issuer has the right to redeem a bond prior to its designated maturity date. Accordingly, the effective maturity date of a bond reflects an assessment of when that bond is likely to be called by the issuer, or in the alternate, the bond's stated maturity date (if it is not called by the issuer). With respect to establishing the effective maturity of a bond, the effective maturity is the actual year of maturity (i) if no embedded issuer call option exists for a bond; (ii) if a bond contains an embedded issuer call option, with the first call date within 13 months of maturity and a
par call price; and (iii) unless the yield to next call date is less than the yield to maturity, in which case the bond’s effective maturity is deemed to be the year of the next call date.
In selecting components for inclusion in the Underlying Index, the Index Provider begins with an investment universe of U.S. dollar-denominated bonds issued by companies domiciled in the U.S., Canada, Western Europe (which the Index Provider defines, as of the date of this prospectus, to be: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom) or Japan. To be eligible for inclusion in the Underlying Index, bonds must (i) be 2034 Bonds (i.e., will mature or will have an effective maturity in the year 2034); (ii) pay a fixed amount of taxable interest; (iii) have a maximum credit rating of BB+ from S&P Global Ratings, a division of S&P Global Inc. (“S&P”), or Fitch Ratings Inc. (“Fitch”) or a maximum credit rating of Ba1 from Moody’s Ratings. (“Moody’s”); (iv) have a minimum average credit rating (computed by calculating the simple average of a bond’s rating published by S&P, Fitch and Moody’s and then rounding down to the nearest rating step) of CCC- from S&P, Fitch and Moody’s; and (v) have at least $200 million in face value outstanding (existing bonds in the eligible universe require $150 million in face value outstanding to remain eligible).
The eligible universe may include securities issued in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
2034 Bonds selected for inclusion in the Underlying Index are market value weighted, with a 5% limit on individual issuers applied at each monthly rebalance prior to the final maturing year of the Underlying Index. Bonds held by the Fund generally will be held until they mature, are called or no longer meet the eligibility requirements of the Underlying Index and are removed from the Underlying Index.
As of April 30, 2026, the Underlying Index was comprised of 69 constituents.
The Fund will terminate on or about December 15, 2034, without requiring additional approval by the Board of Trustees (the “Board”) of Invesco Exchange-Traded Self-Indexed Fund Trust (the “Trust”) or Fund shareholders, although the Board may change the termination date. In connection with the termination of the Fund, the Fund will make a cash distribution of its net assets to then-current shareholders after making appropriate provisions for any liabilities of the Fund.
The Fund does not seek to distribute any predetermined amount of cash at maturity. During the maturing year of the Underlying Index (i.e., 2034), no new constituents are added and the Underlying Index does not rebalance. In the last twelve months of operation, when the 2034 Bonds held by the Fund mature, the Fund’s portfolio will transition to cash and cash equivalents, including, without limitation, U.S. Treasury Bills and investment grade commercial paper. The Fund should not be confused with a target date fund, which has assets that are managed according to a particular glidepath that illustrates how its investment strategy becomes increasingly conservative over time.
The Fund does not purchase all of the securities in the Underlying Index; instead, the Fund utilizes a “sampling” methodology to seek to achieve its investment objective.
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 the value of its net assets) in securities of issuers in any one industry or group of industries only to the extent that the Underlying Index reflects a concentration in that industry or group of industries. The Fund will not otherwise concentrate its investments in securities of issuers in any one industry or group of industries.
1
Principal Risks of Investing in the Fund
The following summarizes the principal risks of investing in the Fund.
Market Risk. Securities in the Underlying Index are subject to market fluctuations. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the securities in the Underlying Index. 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 net asset value (“NAV”). Certain changes in the U.S. economy in particular, such as when the U.S. economy weakens or when its financial markets decline, may have a material adverse effect on global financial markets as a whole, and on the securities to which the Underlying Index has exposure. Increasingly strained relations between the U.S. and foreign countries, including as a result of economic sanctions and tariffs, may also adversely affect U.S. issuers, as well as non-U.S. issuers.
During a general downturn in the financial markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that specific investments held by the Underlying Index will rise in value.
Index Risk. Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of its Underlying Index. Therefore, the Fund would not necessarily buy or sell a security unless that security is added to or removed from, respectively, its Underlying Index, even if that security generally is underperforming. Additionally, the Fund generally rebalances its portfolio in accordance with its Underlying Index, and, therefore, any changes to its Underlying Index’s rebalance schedule will typically result in corresponding changes to the Fund’s rebalance schedule.
Fixed-Income Securities Risk. Fixed-income securities 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 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.
Non-Investment Grade Securities Risk. Non-investment grade securities (commonly known as “junk bonds” or “high yield bonds”) and unrated securities of comparable credit quality are considered speculative and are subject to the increased risk of an issuer’s inability to meet principal and interest payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the non-investment grade securities markets generally, real or perceived adverse economic and competitive industry conditions and less secondary market liquidity. If the issuer of non-investment grade securities defaults, the Fund may incur additional expenses to seek recovery.
Foreign Fixed-Income Investment Risk. Investments in fixed-income securities of non-U.S. issuers are subject to the same risks as other debt securities, notably credit risk, market risk, interest rate risk and liquidity risk, while also facing risks beyond those associated with investments in U.S. securities. For example, foreign securities may have
relatively low market liquidity, greater market volatility, decreased publicly available information, and less reliable financial 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, political instability 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.
Changing Fixed-Income Market Conditions Risk. Increases in the federal funds and equivalent foreign rates or other changes to monetary policy or regulatory actions may expose fixed-income markets to heightened volatility, perhaps suddenly and to a significant degree, and to reduced liquidity for certain fixed-income investments, particularly those with longer maturities. Such changes and resulting increased volatility may adversely impact the Fund, including its operations and return potential. It is difficult to predict the impact of interest rate changes on various markets. In addition, decreases in fixed-income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed-income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies and other governmental actions and political events within the U.S. and abroad may also, among other things, affect investor and consumer expectations and confidence in the financial markets, which could result in higher than normal redemptions by APs (as defined herein), which could potentially increase the Fund’s portfolio turnover rate and transaction costs.
Non-Diversified Fund Risk. The Fund is non-diversified and can invest a greater portion of its assets in the obligations or securities of a small number of issuers or any single issuer than a diversified fund can. As a result, 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.
Industry Concentration Risk. In following its methodology, the Underlying Index from time to time may be concentrated to a significant degree in securities of issuers operating in a single industry or industry group. To the extent that the Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, the Fund may face 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, such industry or industry group may be out of favor and underperform other industries or the market as a whole.
Rule 144A Securities Risk. The Fund may invest in securities that are normally purchased or resold pursuant to Rule 144A under the Securities Act. Rule 144A securities are restricted securities that are not publicly traded. As such, Rule 144A securities may be subject to legal restrictions on resale. Rule 144A securities are generally not traded on established markets and may be illiquid, difficult to value and subject to wide fluctuations in value. Delay or difficulty in selling such securities may result in a loss to the Fund.
Fluctuation of Yield and Liquidation Amount Risk. The Fund, unlike a direct investment in a bond that has a level coupon payment and a
2
fixed payment at maturity, will make distributions of income that vary over time. Unlike a direct investment in bonds, the breakdown of returns between Fund distributions and liquidation proceeds are not predictable at the time of your investment. For example, at times during the Fund’s existence, it may make distributions at a greater (or lesser) rate than the coupon payments received on the Fund’s portfolio, which will result in the Fund returning a lesser (or greater) amount on liquidation than would otherwise be the case. The rate of Fund distribution payments may adversely affect the tax characterization of your returns from an investment in the Fund relative to a direct investment in bonds. If the amount you receive as liquidation proceeds upon the Fund’s termination is higher or lower than your cost basis, you may experience a gain or loss for tax purposes.
Call Risk. If interest rates fall, it is possible that issuers of callable securities with high interest coupons will “call” (or prepay) their bonds before their maturity date. If an issuer exercises such a call during a period of declining interest rates, the Fund may have to replace such called security with a lower yielding security. If that were to happen, the Fund’s net investment income could fall.
Extension Risk. Extension risk is the opposite of reinvestment risk, and typically occurs when interest rates rise, thereby causing repayments of fixed-income securities to occur more slowly than expected by the market. This may drive the prices of these securities down because their interest rates are lower than the current interest rate and they have longer duration (resulting in increased sensitivity to interest rate changes).
Reinvestment Risk. Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning. Reinvestment risk is greater during periods of declining interest rates, as prepayments often occur faster. It is related to call risk, since issuers of callable securities with high interest coupons may call their bonds before their maturity date. This may require the Fund to reinvest the proceeds at an earlier date, and it may be able to do so only at lower yields, thereby reducing its return.
Liquidity Risk. Liquidity risk exists when a particular investment is difficult to purchase or sell. If the Fund invests in illiquid securities or current portfolio securities become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price.
Declining Yield Risk. During the final year of the Fund's operations, as the bonds held by the Fund mature and the Fund's portfolio transitions to cash and cash equivalents, the Fund's yield will generally tend to move toward the yield of cash and cash equivalents and thus may be lower than the yields of the bonds previously held by the Fund and/or prevailing yields for bonds in the market.
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 the Fund’s securities to decline.
Valuation Risk. The price the Fund could receive upon the sale of a portfolio investment may differ from the Fund’s valuation of the investment, particularly for investments that trade in thin or volatile markets or that are valued using a fair valuation methodology. 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. When market quotations are not readily available for Fund investments, those investments are fair valued by the Adviser. There are multiple methods that can be used to fair value a portfolio investment and such methods may involve more subjectivity than the use of market quotations. The value established for an investment through fair valuation may be different from what would be produced if the investment had been valued using market quotations. In addition, there is no assurance that the Fund could sell a portfolio investment at any time for the value ascribed to it for purposes of calculating the Fund’s net asset value,
and it is possible that the Fund could incur a loss because an investment is sold at a discount to its ascribed value. The ability to value investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
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 investors will not be able to purchase or sell the Fund’s Shares. As a result, trading spreads and the resulting premium or discount on the Fund’s Shares may widen, and, therefore, increase the difference between the market price of the Fund’s Shares and the NAV of such Shares.
Sampling Risk. The Fund's use of a representative sampling methodology may result in it holding a smaller number of securities than are in the Underlying Index. As a result, an adverse development with respect to an issuer of securities held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Underlying Index. To the extent the assets in the Fund are smaller, these risks will be greater.
Non-Correlation Risk. The Fund's return may not match the return of the Underlying Index for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Fund's securities holdings to reflect changes in the Underlying Index. Additionally, the Fund’s use of a representative sampling methodology may cause the Fund not to be as well-correlated with the return of the Underlying Index as would be the case if the Fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying Index. In addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Fund's portfolio and the Underlying Index resulting from legal restrictions, costs or liquidity constraints.
Authorized Participant Concentration Risk. Only authorized participants (“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. This 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 (as defined below), 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 the Fund's NAV and to face trading halts and/or delisting. Additionally, to the extent that the Fund holds non-U.S. securities, such 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 the potential lack of an active market for the Shares, losses from trading in secondary markets, periods of high volatility, and disruption in the creation/redemption process of the Fund. 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
3
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. Any of these factors may lead to the Shares trading at a premium or discount to the Fund's NAV.
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 and the 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.
Management of the Fund
Investment Adviser. Invesco Capital Management LLC (the “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 Adviser/Trust
|
Date Began
Managing
the Fund
|
|
Peter Hubbard
|
Portfolio Manager of the Adviser;
Vice President of the Trust
|
June 2026
|
|
|
||
|
Cynthia Madrigal
|
Portfolio Manager of the Adviser
|
June 2026
|
|
|
||
|
Jeremy Neisewander
|
Portfolio Manager of the Adviser
|
June 2026
|
|
|
||
|
Richard Ose
|
Portfolio Manager of the Adviser
|
June 2026
|
|
|
||
Purchase and Sale of Shares
The Fund will issue and redeem Shares at NAV only with APs and only in large blocks of 100,000 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 or some combination of both, 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 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
The Fund's investment objective is to seek to track the investment results (before fees and expenses) of the Underlying Index. The Fund generally will invest at least 80% of its total assets in securities that comprise the Underlying Index. The Fund operates as an index fund and is not actively managed, meaning that it does not seek to outperform the Underlying Index. Rather, the Fund seeks to generally track the performance of the Underlying Index as closely as possible (i.e., it seeks to obtain a high degree of correlation with the Underlying Index and to minimize “tracking error” between the two). Tracking error means the variation between the Fund's annual return and the return of the Underlying Index. Because the Underlying Index is a financial calculation based on a grouping of financial instruments, while the Fund is an actual investment portfolio, the Fund may experience tracking error for a number of reasons when tracking the performance of the Underlying Index. For example, the Fund incurs operating expenses and transaction costs not applicable to the Underlying Index. As an index fund, the Fund does not take temporary defensive positions during periods of adverse market, economic or other conditions.
The Fund, because of the practical difficulties and expense of purchasing all of the securities in the Underlying Index, does not purchase all of the securities in the Underlying Index; instead, the Fund utilizes a sampling methodology to seek to achieve its investment objective. A “sampling” methodology means that the Adviser uses a quantitative analysis to select securities from the Underlying Index universe to obtain a representative sample of securities that have, in the aggregate, investment characteristics similar to the Underlying Index in terms of key risk factors, performance attributes and other characteristics. These include duration, maturity, credit quality, yield and coupon. When employing a sampling methodology, the Adviser bases the quantity of holdings in the Fund on a number of factors, including asset size of the Fund, and generally expects the Fund to hold less than the total number of securities in the Underlying Index. However, the Adviser reserves the right to invest the Fund in as many securities as it believes necessary to achieve the Fund's investment objective.
4
At times, the Fund may utilize one or more additional investment techniques in seeking to track the Underlying Index. Such techniques may include: (i) overweighting or underweighting a component security in the Fund’s portfolio compared to its weight in the Underlying Index, (ii) purchasing securities not contained in the Underlying Index that the Adviser believes are appropriate to substitute for certain securities in the Underlying Index, (iii) selling securities included in the Underlying Index in anticipation of
their removal from the Underlying Index, or (iv) purchasing securities not included in the Underlying Index in anticipation of their addition to the Underlying Index.
Additional information about the construction of the Underlying Index is set forth below.
Invesco BulletShares® USD High Yield Corporate Bond 2034 Index
The Underlying Index is designed to represent the performance of a held-to-maturity portfolio of U.S. dollar-denominated high yield corporate bonds (commonly known as “junk bonds”) with maturities or, in some cases, “effective maturities,” in 2034. Certain bonds in which the Fund may invest may contain embedded issuer call options. An embedded issuer call option means that the bond's issuer has the right to redeem a bond prior to its designated maturity date. Accordingly, the effective maturity date of a bond reflects an assessment of when that bond is likely to be called by the issuer, or in the alternate, the bond's stated maturity date (if it is not called by the issuer). With respect to establishing the effective maturity of a bond, the effective maturity is the actual year of maturity (i) if no embedded issuer call option exists for a bond; (ii) if a bond contains an embedded issuer call option, with the first call date within 13 months of maturity and a par call price; and (iii) unless the yield to next call date is less than the yield to maturity, in which case the bond’s effective maturity is deemed to be the year of the next call date. For continuous call bonds, the year of maturity is considered to be the one corresponding to the first call dates, and only start dates of each call period with different call prices are considered for the yield to next call calculation.
The Index Provider compiles and maintains the Underlying Index. In selecting components for inclusion in the Underlying Index, the Index Provider begins with an investment universe of U.S. dollar-denominated bonds issued by companies domiciled in the U.S., Canada, Western Europe (which the Index Provider defines, as of the date of this prospectus to be: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom) or Japan.
To be eligible for inclusion in the Underlying Index, bonds must (i) be 2034 Bonds (i.e., will mature or will have an effective maturity in the year 2034); (ii) pay a fixed amount of taxable interest; (iii) have a maximum credit rating of BB+ from S&P, and Fitch, and a maximum rating of Ba1 from Moody’s; (iv) have a minimum average credit rating (computed by calculating the simple average of a bond’s ratings published by S&P, Fitch and Moody’s and then rounding down to the nearest rating step) of CCC- from S&P, Fitch and Moody’s; and (v) have at least $200 million in face value outstanding (existing bonds in the eligible universe require $150 million in face value outstanding to remain eligible).
The eligible universe may include securities issued in accordance with Rule 144A under the Securities Act.
Bond types specifically excluded from the eligible universe are: Regulation S bonds, Eurodollar bonds and EuroMTN bonds (which are all securities not registered with the SEC), floating rate bonds, zero coupon bonds, convertible bonds, bonds with warrants, inflation-linked bonds, corporate bonds guaranteed by an agency, national or supranational government (including the Federal Deposit Insurance Corporation (“FDIC”) or the FDIC's Temporary Liquidity Guarantee Program (“TLGP”)), perpetual securities (including trust-preferred securities), securities for which the Underlying Index calculation agent is unable to provide or is prohibited from providing an evaluated price, and distressed bonds (defined as bonds whose
yield to worst ranks among the top 1% by market value among bonds passing all other eligibility criteria and whose price, including interest that has accrued since the issue of the most recent coupon payment, is below $80). Bonds defined as distressed will be excluded for the next three monthly rebalances (including the current rebalance) regardless of yield and price changes. The Underlying Index will also exclude non-fixed rate bonds, including fixed-to-float bonds.
Bonds selected for inclusion in the Underlying Index are market value weighted, with a 5% limit on individual issuers applied at each monthly rebalance prior to the final maturing year of the Underlying Index. Prior to 2034, the Underlying Index is rebalanced monthly, at which time: (i) new bonds that meet the eligibility and maturity (or effective maturity) criteria above are added to the Underlying Index; (ii) existing bonds that no longer meet the eligibility requirements are removed; and (iii) weights of the Underlying Index components are reset to reflect current market value. If a bond is removed from the Underlying Index during any rebalance, such bond will be excluded for the next three monthly rebalances (including the current rebalance).
The Index Provider only reevaluates the effective maturity date of bonds in the investment universe semi-annually, as part of the June and December rebalances, at which time, in addition to bonds being added or removed from the Underlying Index pursuant to the eligibility screening described above, bonds also may be added to or removed from the Underlying Index due to any changes in actual or effective maturity (i.e., they no longer meet the definition of a 2034 Bond), subject to the Index Provider capping the amount of bonds being added or deleted due to changing effective maturities to 20% of the Underlying Index’s total market value (except as set forth below) following the process below:
■
For existing bonds in the eligible universe, those whose effective maturities have changed are grouped;
■
Within that group, the bonds are ranked by the percentage difference between yield to next call date (“YTNC”) and yield to maturity (“YTM”) in descending order;
■
Starting from the bond with the largest percentage difference between YTNC and YTM, add (or remove) the bonds with newly-designated effective maturities, while recording the market value of bonds moved out of and into the Underlying Index; and
■
If the Underlying Index already has added (or removed) bonds representing 20% of the Underlying Index’s market value, no further additions (or removals) of bonds with changing effective maturities are made.
For the December reevaluation prior to the Underlying Index’s final year of maturity, the 20% limit will not apply for deletions. This, in turn, may result in turnover greater than 20% for other maturity year underlying indexes.
During 2034, the Underlying Index does not rebalance, although bonds whose effective maturities have passed without being called may be removed from the Underlying Index monthly. The Underlying Index treats market values of coupon payments, matured and called proceeds (including any accrued interest paid in connection with the redemption of the applicable bond) as received on the payment date and invested in 13-week U.S. Treasury Bills until the next Underlying Index rebalance, at which time they are reinvested in the bond components of the Underlying Index and weighted accordingly. During 2034, such 13-week U.S. Treasury Bill holdings are not reinvested in the Underlying Index’s other components, and all reinvestments will remain in the U.S. Treasury Bill until the termination of the Underlying Index. In the last two months of 2034, the U.S. Treasury Bill that matures soonest after year end will be used for such remaining reinvestments.
The Fund is rebalanced in accordance with the Underlying Index.
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
5
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. Securities in the Underlying Index 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 the Shares will decline, more or less, in correlation with any decline in value of the securities in the Underlying Index. 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, economies and financial markets throughout the world have become increasingly interconnected, which increases the likelihood that events or conditions in one region or country will adversely affect markets or issuers in other regions or countries. Natural or environmental disasters, widespread disease or other public health issues, war, military conflicts, acts of terrorism, changes in trade regulation, including tariffs or economic sanctions, economic crises or other events could result in increased premiums or discounts to the Fund’s NAV.
Increasingly strained relations between the U.S. and foreign countries may adversely affect U.S. issuers, as well as non-U.S. issuers. A decrease in U.S. imports or exports, changes in trade regulations, including the imposition of tariffs or other economic sanctions on traditional allies or adversaries and their responses thereto, inflation, and/or an economic recession in the U.S. may have a material adverse affect on the U.S. economy, global financial markets as a whole and the securities to which the Fund has exposure. Proposed and adopted policy and legislative actions in the U.S. may impact many aspects of financial and other regulations and may have a significant effect, including potentially adversely, on U.S. markets generally and the value of certain securities. The continued maintenance of elevated debt levels by the U.S. government as projected by governmental agencies and non-governmental organizations, or the imposition of U.S. austerity measures, could potentially constrain future economic growth and the ability to effectively respond to economic downturns. If these trends were to continue, they could adversely impact the U.S. economy, global financial markets as a whole and the securities in which the Fund invests.
Market Disruption Risks Related to Armed Conflict and Geopolitical Tension. As a result of increasingly interconnected global economies and financial markets, armed conflict and geopolitical tension between countries or in a geographic region, for example the conflicts and/or wars between Russia and Ukraine in Europe and among various countries, paramilitary organizations, and other armed political actors in the Middle East, have the potential to adversely impact the Fund’s investments. Such conflicts and tensions, 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 and tensions, 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.
Index Risk. Unlike many investment companies that are “actively managed,” the Fund does not utilize an investing strategy that seeks returns in excess of its Underlying Index. Therefore, the Fund would not necessarily buy or sell a security unless that security is added to or removed from, respectively, its Underlying Index, even if that security generally is underperforming. If a specific security is removed from its Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a
price lower than the security’s current market value. The Underlying Index may not contain the appropriate mix of securities for any particular economic cycle. Additionally, the Fund generally rebalances its portfolio in accordance with its Underlying Index, and, therefore, any changes to its Underlying Index’s rebalance schedule will typically result in corresponding changes to the Fund’s rebalance schedule. Further, unlike with an actively managed fund, the Adviser does not use techniques or defensive strategies designed to lessen the impact of periods of market volatility or market decline. This means that, based on certain market and economic conditions, the Fund’s performance could be lower than other types of funds with investment advisers that actively manage their portfolio assets to take advantage of or defend against market events.
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 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.
Non-Investment Grade Securities Risk. The risk of investing in non-investment grade securities is a form of credit risk. Securities that are rated non-investment grade (commonly known as “junk bonds” or “high yield bonds”) and unrated securities of comparable credit quality are regarded as having predominantly speculative characteristics with respect to the capacity to pay interest and repay principal. Non-investment grade securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of non-investment grade securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on non-investment grade securities will fluctuate. If the issuer of non-investment grade securities defaults, the Fund may incur additional expenses to seek recovery. The secondary markets in which non-investment grade securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the Fund could sell a particular non-investment grade security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the NAV of the Shares. Adverse publicity and investor perceptions may decrease the values and liquidity of non-investment grade securities.
6
Foreign Fixed-Income Investment Risk. Investments in fixed-income securities of non-U.S. issuers are subject to the same risks as other debt securities, notably credit risk, market risk, interest rate risk and liquidity risk, while also facing risks beyond those associated with investments in U.S. securities including, among others, greater market volatility, the availability of less reliable financial information, higher transactional costs, taxation by foreign governments, decreased market liquidity and political instability. Foreign issuers are often subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping than are U.S. issuers, and therefore, not all material information regarding these issuers will be available. Securities exchanges or foreign governments may adopt rules or regulations that may negatively impact the Fund’s ability to invest in foreign securities or may prevent the Fund from repatriating its investments.
Changing Fixed-Income Market Conditions Risk. Increases in the federal funds and equivalent foreign rates or other changes to monetary policy or regulatory actions may expose fixed-income markets to heightened volatility, perhaps suddenly and to a significant degree, and to reduced liquidity for certain fixed-income investments, particularly those with longer maturities. It is difficult to predict the impact of interest rate changes on various markets. In addition, decreases in fixed-income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed-income markets. As a result, the value of the Fund’s investments and share price may decline. Changes in central bank policies and other governmental actions and political events within the U.S. and abroad, 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 also, among other things, affect investor and consumer expectations and confidence in the financial markets, including in the U.S. government’s credit rating and ability to service its debt. Such changes and events may adversely impact the Fund, including its operations and return potential, and could also result in higher than normal redemptions by APs (as defined herein), which could potentially increase the Fund’s portfolio turnover rate and transaction costs and potentially lower the Fund’s performance returns.
Non-Diversified Fund Risk. The Fund is non-diversified and can invest a greater portion of its assets in the obligations or securities of a small number of issuers or any single issuer than a diversified fund can. As a result, 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.
Industry Concentration Risk. In following its methodology, the Underlying Index from time to time may be concentrated to a significant degree in securities of issuers operating in a single industry or industry group. To the extent that the Underlying Index concentrates in the securities of issuers in a particular industry or industry group, the Fund will also concentrate its investments to approximately the same extent. By concentrating its investments in an industry or industry group, the Fund may face 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, such 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.
Rule 144A Securities Risk. The Fund may invest in securities that are normally purchased or resold pursuant to Rule 144A under the Securities Act. Rule 144A securities are restricted securities that are not publicly traded. As such Rule 144A securities may be subject to legal restrictions on resale. Rule 144A securities are generally not traded on established markets and may be illiquid, difficult to value and subject to wide fluctuations in value. Delay or difficulty in selling such securities may result in a loss to the Fund.
Fluctuation of Yield and Liquidation Amount Risk. The Fund, unlike a direct investment in a bond that has a level coupon payment and a fixed payment at maturity, will make distributions of income that vary over time. Unlike a direct investment in bonds, the breakdown of returns between Fund distributions and liquidation proceeds are not predictable at the time of your investment. For example, at times during the Fund's existence, it may make distributions at a greater (or lesser) rate than the coupon payments received on the Fund's portfolio, which will result in the Fund returning a lesser (or greater) amount on liquidation than would otherwise be the case. The rate of Fund distribution payments may adversely affect the tax characterization of your returns from an investment in the Fund relative to a direct investment in bonds. If the amount you receive as liquidation proceeds upon the Fund's termination is higher or lower than your cost basis, you may experience a gain or loss for tax purposes.
Call Risk. If interest rates fall, it is possible that issuers of callable securities with high interest coupons will “call” (or prepay) their bonds before their maturity date. If an issuer exercises such a call during a period of declining interest rates, the Fund may have to replace such called security with a lower yielding security. If that were to happen, the Fund’s net investment income could fall.
Extension Risk. Extension risk is the risk that repayments of fixed-income securities will occur more slowly than expected by the market. It typically occurs when interest rates rise. This may drive the prices of securities down because their interest rates are lower than the current interest rate and they have longer duration (resulting in increased sensitivity to interest rate changes).
Reinvestment Risk. Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same return it is currently earning. Reinvestment risk is greater during periods of declining interest rates, as prepayments often occur faster. This may require the Fund to reinvest the proceeds at an earlier date, and it may be able to do so only at lower yields, thereby reducing its return.
Liquidity Risk. Liquidity risk exists when a particular investment is difficult to purchase or sell. If the Fund invests in illiquid securities or current
portfolio securities become illiquid, it may reduce the returns of the Fund because the Fund may be unable to sell the illiquid securities at an advantageous time or price. In the event that the Fund voluntarily or involuntarily liquidates portfolio assets during periods of infrequent trading, it
may not receive full value for those assets.
Declining Yield Risk. During the final year of the Fund's operations, as the bonds held by the Fund mature and the Fund's portfolio transitions to cash and cash equivalents, the Fund's yield will generally tend to move toward the yield of cash and cash equivalents and thus may be lower than the yields of the bonds previously held by the Fund and/or prevailing yields for bonds in the market.
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 the Fund’s 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
7
of distress or at their own discretion, decide to reduce or eliminate dividends, which may also cause their stock prices to decline.
Valuation Risk. Many factors may influence the price at which the Fund could sell a particular portfolio investment. The price the Fund could receive upon the sale of a portfolio investment may differ from the Fund’s valuation of the investment, particularly for investments that trade in thin or volatile markets or that are valued using a fair valuation methodology. 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.
To the extent that the investments held by the Fund trade on foreign exchanges or in foreign markets that may be closed when the securities exchange on which the Fund’s shares trade is open, there are likely to be deviations between the current price of such investment and the last quoted price for the investment (i.e., the Fund’s quote from the closed foreign market). When market quotations are not readily available for Fund investments, those investments are fair valued by the Adviser. There are multiple methods that can be used to fair value a portfolio investment, and such methods may involve more subjectivity than the use of market quotations. The value established for an investment through fair valuation may be different from what would be produced if the investment had been valued using market quotations.
In addition, there is no assurance that the Fund could sell a portfolio investment at any time for the value ascribed to it for purposes of calculating the Fund’s net asset value, and it is possible that the Fund could incur a loss because an investment is sold at a discount to its ascribed value. Purchases or redemptions of Fund shares made on days when the Fund is holding fair valued investments may result in receiving a greater or lesser number of shares, or higher or lower redemption proceeds, than would have been received if the Fund did not hold fair valued investments or if the Adviser had used a different methodology to fair value those investments. The ability to value investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
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 investors are not be able to purchase or sell the Fund’s Shares. As a result, trading spreads and the resulting premium or discount on the Fund’s Shares may widen, and, therefore, increase the difference between the market price of the Fund’s Shares and the NAV of such Shares.
Sampling Risk. The Fund’s use of a representative sampling methodology could result in the Fund holding a smaller number of securities than are in the Underlying Index. As a result, an adverse development to an issuer of securities that the Fund holds could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Underlying Index. To the extent the assets in the Fund are smaller, these risks will be greater. In addition, by sampling the securities in the Underlying Index, the Fund faces the risk that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Underlying Index, thereby increasing tracking error.
Non-Correlation Risk. The Fund’s returns may not match the returns of the Underlying Index (that is, it may experience tracking error) for a number of reasons. For example, the Fund incurs operating expenses not applicable to the Underlying Index and incurs costs in buying and selling securities, especially when rebalancing securities holdings to reflect changes in the Underlying Index. To the extent that the Fund has recently commenced operations and/or otherwise has a relatively small amount of assets, such transaction costs could have a proportionally greater impact on the Fund. Additionally, if the Fund uses a sampling methodology, it may result in returns for the Fund that are not as well-correlated with the return of the Underlying Index as would be the case if the Fund purchased all of
the securities in the Underlying Index in the proportions represented in the Underlying Index.
The performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Fund’s portfolio and the Underlying Index resulting from legal restrictions, costs or liquidity constraints. Additionally, if the Fund issues or redeems Creation Units principally for cash, it will incur higher costs in buying or selling securities than if it issued and redeemed Creation Units principally in-kind, which may contribute to tracking error. The Fund may fair value certain of the securities it holds. To the extent the Fund calculates its NAV based on fair value prices, the Fund’s ability to track the Underlying Index may be adversely affected. Since the Underlying Index is not subject to the tax diversification requirements to which the Fund must adhere, the Fund may be required to deviate its investments from the securities contained in, and relative weightings of, the Underlying Index. The Fund may not invest in certain securities included in the Underlying Index due to liquidity constraints. Liquidity constraints also may delay the Fund’s purchase or sale of securities included in the Underlying Index. For tax efficiency purposes, the Fund may sell certain securities to realize losses, causing it to deviate from the Underlying Index.
The Fund generally attempts to remain fully invested in the constituents of the Underlying Index. However, at times, the Adviser may not fully invest the Fund’s assets in constituents of the Underlying Index, such as during times of increased market volatility or other unusual or unexpected circumstances, during periods of Underlying Index rebalances, or due to cash flows into the Fund, the need to retain a reserve of cash to meet redemptions and expenses, or low Fund assets.
The investment activities of one or more of the Adviser’s affiliates, including other subsidiaries of the Adviser’s parent company, Invesco Ltd., for their proprietary accounts and for client accounts also may adversely impact the Fund’s ability to track the Underlying Index. For example, in regulated industries, certain emerging or international markets and under corporate and regulatory ownership definitions, there may be limits on the aggregate amount of investment by affiliated investors that may not be exceeded, or that may not be exceeded without the grant of a license or other regulatory or corporate consent, or, if exceeded, may cause the Adviser, the Fund or other client accounts to suffer disadvantages or business restrictions. As a result, the Fund may be restricted in its ability to acquire particular securities due to positions held by the Fund and the Adviser’s affiliates.
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, to the extent that the Fund holds non-U.S. securities, such 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
8
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 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 their 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 and the 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.
Non-Principal Investment Strategies
The Fund, after investing at least 80% of its total assets in securities that comprise the Underlying Index, may invest its remaining assets in securities (including other funds) not included in the Underlying Index, and in money market instruments, including repurchase agreements and other funds, including affiliated funds, that invest exclusively in money market instruments (subject to applicable limitations under the 1940 Act or
exemptions therefrom), convertible securities, 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) and in futures contracts, options, options on futures contracts or other derivatives. The Fund may use futures contracts, options, options on futures contracts and other derivatives, convertible securities and structured notes to seek performance that corresponds to the Underlying Index, to seek to hedge portfolio risk and to manage cash flows. The Adviser anticipates that it may take approximately two business days (a business day is any day that the New York Stock Exchange (“NYSE”) is open) for additions to and deletions from the Underlying Index to fully settle in the portfolio composition of the Fund.
In accordance with the rules under the 1940 Act, a fund with a name suggesting that the fund focuses its investments in a particular type of investment or investments, in a particular industry or group of industries, or in a particular country or geographic region must adopt 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 the particular types of securities, or the particular industries, economic sectors, countries or geographic regions, that are suggested by the fund’s name. Accordingly, in light of its name, the Fund has adopted a policy to invest at least 80% of the value of its net assets, plus the amount of any borrowing for investment purposes, in high yield corporate bonds (the “80% investment policy”). The Fund considers the components of the Underlying Index to be the types of securities suggested by its name (i.e., high yield corporate bonds). Therefore, the Fund anticipates meeting its 80% investment policy because it already generally invests at least 80% of its total assets in securities that comprise the Underlying Index, in accordance with its principal investment strategies.
The Fund’s investment objective and the 80% investment policy are non-fundamental policies that the Board of 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.
Affiliated Index Provider Risk. The Index Provider is an affiliated person of the Adviser, which poses the appearance of a conflict of interest. For example, a potential conflict could arise between an affiliated person of the Index Provider or the Adviser and the Fund if that entity attempted to use information regarding changes and composition of the Underlying Index to the detriment of the Fund. Additionally, potential conflicts could arise with respect to the personal trading activity of personnel of the affiliated person who may have access to, or knowledge of, pending changes to the Underlying Index's composition methodology or the constituent securities in the Underlying Index prior to the time that information is publicly disseminated. If shared, such knowledge could facilitate “front-running” (which describes an instance in which other persons trade ahead of the Fund). Although the Adviser and the Index Provider have taken steps designed to ensure that these potential conflicts are mitigated (e.g., via the
9
adoption of policies and procedures that are designed to minimize potential conflicts of interest and the implementation of informational barriers designed to minimize the potential for the misuse of information about the Underlying Index), there can be no assurance that such measures will be successful.
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 and/or incur brokerage costs on these sales that might not have been incurred if the Fund had made a redemption in-kind, which may decrease the tax efficiency of the Fund compared to utilizing an in-kind redemption process. Also, to the extent any transaction costs are not offset by transaction fees imposed on APs, such costs will decrease the Fund's NAV.
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, 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 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.
Index Provider Risk. The Fund seeks to track the investment results, before fees and expenses, of the Underlying Index, as published by the Index Provider. There is no assurance that the Index Provider will compile the Underlying Index accurately, or that the Underlying Index will be determined, comprised or calculated accurately. While the Index Provider gives descriptions of what the Underlying Index is designed to achieve, the Index Provider generally does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in the Underlying Index, and it generally does not guarantee that the Underlying Index will be in line with its methodology. Errors made by the Index Provider with respect to the quality, accuracy and completeness of the data within the Underlying Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time, if at all. Additionally, because the Index Provider is relatively new to the business of creating indexes generally, and to compiling and maintaining the Underlying Index specifically, there may be a greater risk that errors will not be detected as quickly as they might be in the case of an index that has been maintained over time by a different index provider or licensed to a multitude of different users. Therefore, gains, losses or costs associated with Index Provider errors will generally be borne by the Fund and its shareholders.
Index Rebalancing Risk. Pursuant to the methodology that the Index Provider uses to calculate and maintain the Underlying Index, a security may be removed from the Underlying Index in the event that it does not comply with the eligibility requirements of the Underlying Index. As a result, the Fund may be forced to sell securities at inopportune times or for prices other than at current market values or may elect not to sell such securities on the day that they are removed from the Underlying Index, due to market conditions or otherwise. Due to these factors, the variation between the Fund’s annual return and the return of the Underlying Index may increase significantly.
Apart from scheduled rebalances, the Index Provider may carry out additional ad hoc rebalances to the Underlying Index, for example, to correct an error in the selection of index constituents. When the Fund in turn rebalances its portfolio, any transaction costs and market exposure arising from such portfolio rebalancing will be borne by the Fund and its shareholders. Unscheduled rebalances also expose the Fund to additional tracking error risk. Therefore, errors and additional ad hoc rebalances carried out by the Index Provider may increase the Fund’s costs and market exposure.
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
10
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.
Leverage Risk. To the extent that the Fund borrows money, it may be leveraged. Leveraging generally exaggerates the effect on NAV of any increase or decrease in the market value of the Fund’s portfolio securities. Borrowing creates interest expenses and other expenses (e.g., commitment fees) for the Fund that affect the Fund’s performance. Interest expenses are excluded from the Fund expenses borne by the Adviser under the unitary management fee.
Licensing, Custody and Settlement Risk. Approval of governmental authorities may be required prior to investing in the securities of companies based in certain foreign countries. Delays in obtaining such an approval would delay investments in the particular country, and, as a consequence, the Fund may not be able to invest in all of the securities included in the Underlying Index while an approval is pending. Rules adopted under the 1940 Act permit the Fund to maintain its foreign securities and cash in the custody of certain eligible non-U.S. banks and securities depositories. Certain banks in foreign countries that are eligible foreign sub-custodians may be recently organized or otherwise lack extensive operating experience. In addition, in certain countries there may be legal restrictions or limitations on the ability of the Fund to recover assets
held in custody by a foreign sub-custodian in the event of the bankruptcy of the sub-custodian. Settlement systems in emerging markets may be less well organized than in developed markets. Thus, there may be a risk that settlement may be delayed and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the systems. Under the laws of certain countries in which the Fund invests, the Fund may be required to release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares.
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 Underlying Index 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.
Repurchase Agreements Risk. Repurchase agreements 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. Repurchase agreements may be characterized as loans secured by the underlying securities. 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. If the seller fails to repurchase the securities, the Fund may suffer a loss to the extent proceeds from the sale of the underlying securities are less than the repurchase prices.
Risks of Futures and Options. The Fund may enter into U.S. futures contracts, options and options on futures contracts to simulate full investment in the Underlying Index, or 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 instrument, including a futures contract, 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. Exchanges can limit the number of futures or options positions that can be held or controlled by the Fund or the investment adviser, thus limiting the ability to implement the Fund’s strategies. Options are subject to correlation risk, and the successful use of options depends on the investment adviser’s ability to predict correctly future price fluctuations and the degree of correlation between the markets for options and the underlying instruments. Options are also particularly subject to leverage risk and can be subject to liquidity risk. Because option premiums paid or received by the Fund are small in relation to the market value of the investments underlying the options, the Fund is exposed to the risk that buying and selling options can be more speculative than investing directly in securities.
Futures contracts are typically exchange-traded contracts that provide for the future delivery of a specified amount of a specific instrument at a specified future price and date, or for cash settlement (payment of the gain or loss on the contract). Futures contracts are subject to the risk of imperfect correlation between movements in the price of the instruments and the price of the underlying securities. Because futures contracts project
11
price levels in the future, market circumstances may cause a discrepancy between the price of an index future and the movement in the Underlying Index. 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. Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV. Futures are also subject to leverage risk and liquidity risk. The risk of loss in trading
futures contracts potentially is unlimited.
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.
Short-Term and Intermediate-Term Bond Risk. The Fund may invest in bonds with a short term (i.e., three years or less) or intermediate term (i.e., five years or less) until maturity. The amount of time until a fixed-income security matures can lead to various risks, including changes in interest rates over the life of a bond. Short- and intermediate-term fixed-income securities generally provide lower returns than longer-term fixed-income securities. The average maturity of the Fund’s investments will affect the volatility of the Fund’s share price.
Structured Notes Risk. Investments in structured notes involve risks including interest rate risk, credit risk and market risk. 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.
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 relatively small amounts of Shares. Moreover, trading in Shares on The Nasdaq Stock Market® LLC (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.
U.S. Government Obligations Risk. U.S. government securities include securities that are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury securities are backed by the “full faith and credit” of the United States, which may be negatively affected by an actual or threatened failure of the U.S. government to pay its obligations. Securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the United States. In the case of those U.S. government securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate.
Tax Structure of ETFs
Unlike interests in conventional mutual funds, which typically are bought and sold only at closing NAVs, Shares are traded throughout the day in the secondary market on a national securities exchange, and are created 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.
The Fund may recognize gains as a result of rebalancing its securities holdings to reflect changes in the securities included in the Underlying Index. 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, Invesco India Exchange-Traded Fund Trust and Invesco QQQ TrustSM, Series 1, a family of ETFs, with combined assets under management of $877.6 billion as of April 30, 2026.
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.
Portfolio Managers
The Adviser uses a team 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 extensive resources. In this regard, Peter Hubbard, Cynthia Madrigal, Jeremy Neisewander and Richard Ose (the “Portfolio Managers”) are jointly and primarily responsible for the day-to-day management of the Fund.
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 strategies and researching and reviewing investment strategies.
12
Each Portfolio Manager has limitations on their authority for risk management and compliance purposes that the Adviser believes to be appropriate.
■
Peter Hubbard, Portfolio Manager of the Adviser and Vice President of the Trust, has been responsible for the management of the Fund since June 2026. He has been responsible for the management of certain funds in the Invesco family of ETFs since June 2007 and has been associated with the Adviser since 2005.
■
Cynthia Madrigal, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since June 2026. She has been responsible for the management of certain funds in the Invesco family of ETFs since April 2018 and has been associated with the Adviser since 2018.
■
Jeremy Neisewander, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since June 2026. He has been responsible for the management of certain funds in the Invesco family of ETFs since April 2018 and has been associated with the Adviser since 2018.
■
Richard Ose, Portfolio Manager of the Adviser, has been responsible for the management of the Fund since June 2026. He has been responsible for the management of certain funds in the Invesco family of ETFs since October 2013 and has been associated with the Adviser since 2011.
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 0.42% 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 for 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, 2028, and there is no guarantee that the Adviser will extend it past that date.
A discussion regarding the Board’s basis for approving the Investment Advisory Agreement with respect to the Fund will be available on the Fund’s website and in the Fund’s report filed on Form N-CSR for the fiscal year ended August 31, 2026.
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 “BSJY.”
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 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. In particular, as the planned termination date of the Fund approaches, the Fund may elect to accept redemption orders mostly or entirely in cash. As bonds held by the Fund begin to mature, redemptions may be effected increasingly 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.
13
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 tracking error, 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 not to 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. 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 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. Because 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.
■
Upon termination of the Fund, 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. On the date that distributions of net investment income and net realized capital gains are paid, the NAV of your Shares will decrease by the per Share amount of the distribution paid.
■
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.
14
■
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 Funds” in the Fund’s SAI for more information regarding the tax consequences of such investment.
■
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.
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 and the Index Provider.
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 (“BNY”) 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
15
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. Private 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.
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. Because the Fund seeks to track the Underlying Index, the use of fair value pricing could result in a difference between the prices used to calculate the Fund’s NAV and the prices used by the Underlying Index, which may increase the Fund’s tracking error.
Fund Service Providers
BNY, 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.
16
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.
17
Index Provider
Invesco Indexing LLC is the Index Provider for the Underlying Index. The Adviser has entered into a license agreement with Invesco Indexing LLC to use the Underlying Index. The Adviser pays licensing fees to Invesco Indexing LLC. The Adviser, in turn, has entered into a sub-licensing arrangement with the Fund to permit the Fund to use the Underlying Index. The Fund does not pay a fee for the use of the Underlying Index.
Invesco Indexing LLC is affiliated with the Adviser and the Distributor. The Adviser has in place a code of ethics designed to prevent misuse of non-public index information, and the Adviser and the Index Provider have each implemented significant informational barriers to prevent impermissible sharing of non-public index information.
Disclaimers
“BulletShares®” and the name of the Underlying Index are trademarks of Invesco Indexing LLC and have been licensed for use for certain purposes by the Adviser. The Fund and its Shares are not sponsored, endorsed, sold or promoted by Invesco Indexing LLC and Invesco Indexing LLC makes no representation regarding the advisability of investing in Shares. Invesco Indexing LLC makes no representation or warranty, express or implied, to the shareholders of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of any data supplied by Invesco Indexing LLC to track general market performance. Invesco Indexing LLC is an affiliate of the Adviser and its relationship to the Adviser includes the licensing of certain trademarks and trade names of Invesco Indexing LLC and of the data supplied by Invesco Indexing LLC, which is determined and composed by Invesco Indexing LLC. Invesco Indexing LLC has no obligation to take the needs of the Adviser or the shareholders of the Fund into consideration in determining, or composing the data supplied by Invesco Indexing LLC. Invesco Indexing LLC is not responsible for and has not participated in the determination of the prices of the Shares or the timing of the issuance or sale of such Shares. Invesco Indexing LLC has no obligation or liability in connection with the administration, marketing or trading of the Fund or its Shares.
The Adviser does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors, omissions, restatements, re-calculations or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the Shares or any other person or entity from the use of the Underlying Index or any data included therein. The Adviser makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
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
18
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 Exchange-Traded Self-Indexed 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 811-23304.
19
Investment Company Act File No. 811-23304
Invesco Exchange-Traded Self-Indexed Fund Trust
STATEMENT OF ADDITIONAL INFORMATION
Dated June 3, 2026
This Statement of Additional Information (the “SAI”) for Invesco Exchange-Traded Self-Indexed Fund Trust (the “Trust”), relating to the series of the Trust listed below (each, a "Fund" and, collectively, the "Funds"), is not a prospectus. The SAI should be read in conjunction with the prospectus (the “Prospectus”) for each Fund dated June 3, 2026, as the Prospectus may be revised from time to time.
|
Fund
|
Principal U.S. Listing Exchange
|
Ticker
|
|
Invesco BulletShares 2036 Corporate Bond ETF
|
The Nasdaq Stock Market® LLC
|
BSCA
|
|
Invesco BulletShares 2034 High Yield Corporate Bond ETF
|
The Nasdaq Stock Market® LLC
|
BSJY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized terms used herein that are not defined have the same meaning as in a Fund’s Prospectus, unless otherwise noted. A copy of a 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
|
|
|
3
|
|
|
4
|
|
|
23
|
|
|
24
|
|
|
24
|
|
|
42
|
|
|
42
|
|
|
43
|
|
|
47
|
|
|
47
|
|
|
47
|
|
|
48
|
|
|
49
|
|
|
51
|
|
|
52
|
|
|
52
|
|
|
53
|
|
|
54
|
|
|
55
|
|
|
56
|
|
|
56
|
|
|
70
|
|
|
71
|
|
|
71
|
|
|
72
|
|
|
A-1
|
i
GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS
The Trust was organized as a Delaware statutory trust on October 30, 2015, 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 41 Funds. This SAI relates to two series of the Trust: Invesco BulletShares 2036 Corporate Bond
ETF and Invesco BulletShares 2034 High Yield Corporate Bond ETF (each a “Fund,” and collectively, the “Funds”). Each Fund is “non-diversified,” and as such, each Fund’s investments are not required to meet certain diversification requirements under the 1940 Act. The shares of the Funds are referred to in this SAI as “Shares.”
The investment objective of each Fund is to seek to track the investment results (before
fees and expenses) of its specific underlying index (each, an “Underlying Index”). Invesco Capital Management LLC (the “Adviser”), an indirect, wholly-owned subsidiary of Invesco Ltd., manages the Funds. Invesco Indexing LLC (“Invesco Indexing” or the “Index Provider”) is the index provider for each Underlying Index. Invesco Indexing is affiliated with the Adviser and the Distributor.
Each Fund issues and redeems 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”). Each Fund generally issues and redeems Creation Units principally in exchange for a basket of securities included in its respective Underlying Index (the “Deposit Securities”), together with the deposit of a specified cash payment (the “Cash Component”), plus certain transaction fees; however, such Funds also reserve the right to permit or require Creation Units to be issued in exchange for
cash.
The Funds are expected to be approved for listing, subject to notice of issuance,
on The Nasdaq Stock Market® LLC (“Nasdaq” or 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 a Fund,
the Trust may decrease the number of Shares in a Creation Unit.
To the extent that a Fund issues or redeems Creation Units in exchange for Deposit
Securities, a Fund may issue Shares in advance of receipt of 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. See the “Creation and Redemption of Creation Unit Aggregations” section. To offset the added brokerage and other transaction costs a Fund incurs with using cash
to purchase the requisite Deposit Securities, during each instance of cash creations or redemptions,
the Funds 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.”
EXCHANGE LISTING AND TRADING
There can be no assurance that a 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 a Fund, there are fewer than 50 beneficial owners of Shares; (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 a Fund.
1
INVESTMENT RESTRICTIONS
Each Fund has adopted as fundamental policies the investment restrictions numbered
(1) through (7) below. Except as otherwise noted below, each 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 to the extent that the Underlying Index that the Fund
replicates concentrates in an industry or group of industries. This restriction does not apply to obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities.
(2) Borrow money, except that 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 (“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 a 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 Fund’s total assets, or the sale of a security out of its portfolio, will not constitute a violation of that restriction. With respect to restrictions (2), (4)(iii), and (7), in the event that a 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 a 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 a Fund without
approval by holders of a “majority of the Fund's outstanding voting securities.” As defined in the 1940 Act, this means the vote of (i) 67% or more of the Shares present at a meeting, if the holders of more
than 50% of the Shares are present or represented by proxy, or (ii) more than 50% of the Shares, whichever is
less.
2
In addition to the foregoing fundamental investment policies, each 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. Each 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) 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.
(4) 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.
(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.
Each Fund's investment objective is a non-fundamental policy that the Board may change
without approval by shareholders upon 60 days' written notice to shareholders.
In accordance with the rules under the 1940 Act, each Fund has adopted a non-fundamental
policy to invest at least 80% of the value of its net assets (plus the amount of any borrowings
for investment purposes) in securities suggested by such Fund’s name (each, an “80% investment policy”). Specifically, the Invesco BulletShares 2036 Corporate Bond ETF's 80% investment policy is to invest at least
80% of the value of its net assets (plus the amount of any borrowings for investment purposes) in corporate
bonds and the Invesco BulletShares 2034 High Yield Corporate Bond ETF's 80% investment policy is to invest
at least 80% of the value of its net assets (plus the amount of any borrowings for investment purposes)
in high yield corporate bonds. Each Fund considers the components of its Underlying Index to be the types
of securities suggested by its name (i.e., corporate bonds and high yield corporate bonds, respectively).
Therefore, each Fund anticipates meeting its 80% investment policy because it already generally invests
at least 80% of its total assets in the securities that comprise its Underlying Index. Each Fund will provide
its shareholders with at least 60 days’ prior written notice of any change to its 80% investment policy.
INVESTMENT STRATEGIES AND RISKS
Investment Strategies
Each Fund's investment objective is to seek to track the investment results, before
fees and expenses, of its respective Underlying Index. Each Fund seeks to achieve its investment objective
by investing primarily in securities that comprise its Underlying Index. Each Fund operates as an index fund
and will not be actively managed.
Each Fund generally uses a “sampling” methodology to seek to achieve its respective investment objective. A Fund using a sampling methodology may not be as well-correlated with
the return of its Underlying Index as would be the case if the Fund purchased all of the securities
in its Underlying Index in the proportions represented in the Underlying Index.
3
Investment Risks
A discussion of the risks associated with an investment in a Fund is contained in the Fund’s Prospectus in the “Summary Information—Principal Risks of Investing in the Fund”, “Additional Information About the Fund’s Strategies and Risks—Principal Risks of Investing in the Fund” and “—Additional Risks of Investing in the Fund” sections. The discussion below supplements, and should be read in conjunction with, these sections.
An investment in a Fund should be made with an understanding that the value of the
Fund's portfolio holdings may fluctuate in accordance with changes in the financial condition of the
issuers of the portfolio holdings, the value of securities in general and other factors that affect the market,
as applicable.
An investment in each Fund also should be made with an understanding of the risks
inherent in an investment in securities, 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 holdings and thus in the value of Shares). The Funds’ 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.
These 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 Funds are not actively managed, and therefore the adverse financial condition
of any one issuer will not result in the elimination of its securities from a Fund’s portfolio unless the Index Provider removes the securities of such issuer from the Underlying Index.
Correlation and Tracking Error. Correlation measures the degree of association between the returns of a Fund and its Underlying Index. Each Fund seeks a correlation over time of 0.95 or
better between the Fund's performance and the performance of the Underlying Index; a figure of 1.00 would
indicate perfect correlation. Correlation is calculated at each Fund's fiscal year-end by comparing
the Fund's average monthly total returns, before fees and expenses, to its Underlying Index's average monthly
total returns over the prior one-year period or since inception if the Fund has been in existence for less than
one year. Another means of evaluating the degree of correlation between the returns of a Fund and its Underlying
Index is to assess the “tracking error” between the two. Tracking error means the variation between each Fund's annual return and the return of its Underlying Index, expressed in terms of standard deviation. Each
Fund seeks to have a tracking error of less than 5%, measured on a monthly basis over a one-year period
by taking the standard deviation of the difference in the Fund's returns versus the Underlying Index's returns.
An investment in each Fund should be made with an understanding that the Fund will
not be able to replicate exactly the performance of its Underlying Index, because the total return
that the securities generate will be reduced by transaction costs incurred in adjusting the actual balance of the
securities and other Fund expenses, whereas such transaction costs and expenses are not included in the calculation
of the performance of its Underlying Index.
In addition, the use of a representative sampling methodology (which may arise for
a number of reasons, including a large number of securities within an Underlying Index, or the limited
assets of a Fund) may cause a Fund not to be as well correlated with the return of its Underlying Index as would
be the case if the Fund purchased all of the securities in its Underlying Index in the proportions represented
in such Underlying Index. It also is possible that, for short periods of time, a Fund may not replicate fully
the performance of its Underlying Index due to the temporary unavailability of certain Underlying Index securities
in the secondary market or due to other extraordinary circumstances. Such events are unlikely to continue
for an extended period of time because each Fund is required to correct such imbalances by means of
adjusting the composition of its portfolio holdings. It also is possible that the composition of
a Fund may not replicate exactly the composition of its respective Underlying Index if the Fund has to adjust
its portfolio holdings to continue to qualify as a “regulated investment company” (a “RIC”) under Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code" or "Code").
4
Certain regulated industries and certain international markets may impose limits on
the amount that a Fund may invest and/or vote in an issuer in such industry or market, or that may be
invested or voted on an aggregate basis in such an issuer by the Adviser, affiliates of the Adviser and other
funds (including ETFs) managed by the Adviser. These limits generally may not be exceeded without a license
or other regulatory or corporate consent.
If a Fund, or other funds (including ETFs) managed by the Adviser or affiliates of
the Adviser on an aggregate basis, exceeds certain ownership thresholds through transactions undertaken
by the Fund, the Adviser or affiliates of the Adviser, or as a result of third-party transactions or
actions by a government agency or securities issuer, the Adviser’s ability to purchase or dispose of investments for the Fund may be restricted or impaired. This could cause a Fund to experience increased tracking error. Such
limitations could also have adverse effects on a Fund’s performance and the liquidity of its investments. Efforts by the Adviser to address such ownership limitations could also have adverse tax consequences and may not be
successful in reducing the risk of tracking error.
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.
High Yield Debt Securities. A Fund may invest in high yield debt securities, which are rated below investment grade and commonly are known as “junk bonds.” Investment in high yield debt securities generally provides greater income and increased opportunity for capital appreciation than investments
in higher quality securities, but they also typically entail greater price volatility and credit risk.
These high yield debt securities are regarded as predominantly speculative with respect to the issuer's continuing
ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of debt securities
that are high yield may be
5
more complex than for issuers of higher quality debt securities. In addition, high
yield debt securities often are issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms,
which generally are less able than more financially stable firms to make scheduled payments of interest
and principal. The risks posed by securities issued under such circumstances are substantial.
Investing in high yield debt securities involves risks that are greater than the risks
of investing in higher quality debt securities. These risks include: (i) changes in credit status, including
weaker overall credit conditions of issuers and risks of default; (ii) industry, market and economic risk;
and (iii) greater price variability and credit risks of certain high yield debt securities such as zero coupon
and payment-in-kind securities. While these risks provide the opportunity for maximizing return over time,
they may result in greater volatility in the NAV of a Fund than a fund that invests in higher-rated securities.
Furthermore, the value of high yield securities may be more susceptible to real or
perceived adverse economic, company or industry conditions than is the case for higher quality securities.
The market values of certain of these lower-rated debt securities tend to reflect individual corporate
developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the
general level of interest rates and tend to be more sensitive to economic conditions than are higher-rated securities.
Adverse market, credit or economic conditions could make it difficult at certain times to sell certain high
yield debt securities.
The secondary market on which high yield debt securities are traded may be less liquid
than the market for higher grade securities. Less liquidity in the secondary trading market could
adversely affect the price at which a Fund could sell a high yield debt security, and could adversely affect the
daily NAV per share of a Fund. When secondary markets for high yield debt securities are less liquid than the
market for higher grade securities, it may be more difficult to value the securities because there is less
reliable, objective data available.
The use of credit ratings as a principal method of selecting high yield debt securities
can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments,
not the market value risk of high yield debt securities. Also, credit rating agencies may fail to change
credit ratings in a timely fashion to reflect events since the security was last rated.
Privately Issued Securities. A 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 a Fund.
Ratings. An investment grade rating means the security or issuer is rated investment-grade
by S&P Global Ratings, a division of S&P Global Inc. (“S&P”), Moody's Ratings (“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. 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.
U.S. Registered Securities of Foreign Issuers. A Fund may invest in U.S. registered, dollar-denominated bonds of foreign corporations, governments, agencies and supra-national entities,
preferred securities of foreign issuers, or preferred securities otherwise exempt from registration.
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
6
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.
Investments in the United Kingdom. Each Fund may invest in bonds of United Kingdom (“UK”) issuers. In June 2016, the UK voted in a referendum to leave the European Union (“EU”). The UK’s departure from the EU, known as “Brexit,” has affected the value and exchange rate of the euro and may have significant political and financial consequences for Eurozone markets, including greater market volatility
and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence
and an increased likelihood of a recession in the UK. Brexit may have adverse effects on asset valuations and
the renegotiation of current trade agreements and may result in an increase in financial regulation of UK banks.
Any market disruption in the EU and globally as a result of Brexit may have a negative effect on the value of a Fund’s investments. Additionally, the risks related to Brexit could be more pronounced if one or more
additional EU member states seek to leave the EU.
U.S. Government Obligations. The Funds 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, a 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.
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.
7
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 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. In May 2025, the long-term sovereign
credit rating of the U.S. government was downgraded by Fitch and Moody’s due to a combination of expected fiscal deterioration, a high and growing government debt burden, rising interest costs, and an erosion of
governance relative to peers. Further downgrades in the future could increase volatility in domestic and
foreign financial markets, result in higher interest rates, lower prices of U.S. Treasury securities and increase
the costs of different kinds of 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.
Repurchase Agreements. Each Fund may enter into repurchase agreements, which are agreements pursuant to which a 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 a Fund is authorized to invest. Repurchase agreements
may be characterized as loans secured by the underlying securities. Each 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, a 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, a Fund's ability to dispose of the underlying securities may be restricted.
Finally, a Fund may not be able to substantiate its interest in the underlying securities. If the seller fails to
repurchase the securities, a 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
8
securities falls below a specified percentage of the repurchase price (typically 102%),
the counterparty will be required to deliver additional collateral to a Fund in the form of cash or additional
securities. Custody of the securities will be maintained by a Fund's custodian or sub-custodian for the duration
of the agreement.
Reverse Repurchase Agreements. A Fund may enter into reverse repurchase agreements, which involve the sale of securities by a Fund to financial institutions such as banks and
broker-dealers with an agreement by a Fund to repurchase the securities at an agreed-upon price and date
(or upon demand). During the reverse repurchase agreement period, a Fund continues to receive interest
and principal payments on the securities sold, but pays interest to the other party on the proceeds received.
Reverse repurchase agreements are a form of leverage and involve the risk that the market value of securities
to be repurchased by a Fund may decline below the price at which the Fund is obligated to repurchase
the securities, resulting in a requirement for the Fund to deliver margin to the other party in the amount of the
related shortfall, or that the other party may default on its obligation so that the Fund is delayed or prevented
from completing the transaction. Leverage may make the Fund's returns more volatile and increase the risk
of loss. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy
or becomes insolvent, a Fund's use of the proceeds from the sale of the securities may be restricted pending
a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation
to repurchase the securities. The Funds intend to use the reverse repurchase technique only when the Adviser believes
it will be advantageous to a Fund.
Money Market Instruments. Each 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 a 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 or “A-1+” or “A-1” by S&P or has a similar rating from a comparable rating agency, or if unrated, of comparable quality as the 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.
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 a 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 a 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, a 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 a 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.
9
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 of trustees of the money market fund 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.
Custody and Banking Risks. A Fund’s assets may be maintained with one or more banks or other depository institutions (“banking institutions”), including both U.S. and non-U.S. banking institutions. In addition, a Fund’s assets may be maintained at regional (or mid-size) banking institutions or large banking institutions. Regional banking institutions are generally subject to fewer regulatory
safeguards than large banking institutions, causing regional banking institutions to be perceived as having
greater credit risk than large banking institutions. A Fund may enter into credit facilities or have other
financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions,
whether or not holding a Fund’s assets, may inhibit the ability of a Fund to access depository accounts or lines of credit at all or in a timely manner. Such events can be caused by various factors including negative
market sentiment, significant withdrawals, fraud, or poor management. In such cases, a Fund may need
to delay or forgo making new investments, or a Fund may need to sell another investment to raise cash when
it is not desirable to do so, which could result in lower performance. In the event of such a failure of a banking
institution, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of the amounts insured by the FDIC (and similar
considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection).
In such instances, a Fund may not recover such excess uninsured amounts and instead would only have an unsecured
claim against the banking institution and may be able to recover only the residual value of the banking institution’s assets, if any value is recovered at all. The loss of any assets maintained with a banking institution
or the inability to access such assets for a period of time, even if ultimately recovered, could be materially
adverse to a Fund. In addition, the Adviser may not be able to identify all potential solvency or stress
concerns with respect to a banking institution or transfer assets from one bank to another in a timely manner
in the event a banking institution comes under stress or fails. It is also possible that a Fund will incur
additional expenses or delays in putting in place alternative arrangements or that such alternative arrangements will
be less favorable than those formerly in place (with respect to access to capital, economic terms, or otherwise).
Other Investment Companies. Unless otherwise indicated in this SAI or in a Fund’s Prospectus, a 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 a 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.
A 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
10
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 Securities Exchange
Act of 1934, as amended (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 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 a Fund’s 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 a 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.
Illiquid Investments. Each 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 a 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. Each 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 Funds. 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 a Fund’s portfolio securities are limited or absent, or if bid/ask spreads are wide.
Borrowing. Each 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 a Fund
interest expense and/or other fees. The costs of borrowing may reduce a Fund's return. Borrowing also may
cause a 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 a 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 a 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, a Fund may have to sell a portion
of its investment portfolio at a time when it may not be advantageous to do so. Selling securities under
these circumstances may result in a Fund having a lower NAV per Share.
11
Artificial Intelligence Risk. The rapid development and increasingly widespread use of certain artificial intelligence technologies, including, but not limited to, machine learning technology and generative and agentic artificial intelligence technologies (collectively “AI Technologies”), may adversely impact markets, the overall performance of a Fund's investments, or the services provided to a Fund by
its service providers (including, without limitation, a Fund’s investment adviser, sub-adviser, fund accountant, custodian, or transfer agent). For example, issuers in which a Fund invests and/or service providers to the
Funds 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, misleading or biased, leading to adverse effects for a Fund, including, potentially, errors in decision making, reputational, financial or social harm, legal or operational challenges and investment losses. Inappropriate use of AI Technologies or overreliance on AI outputs without adequate
human oversight may further exacerbate these risks. Additionally, the broader 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 a Fund invests in companies that develop, implement, or are otherwise involved in AI Technologies, the Fund may be 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, impediments to 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 changes to AI 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 a Fund’s service providers and issuers in which a 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 a Fund.
Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business,
the Funds, like all companies, may be susceptible to operational, information security
and related risks. Cybersecurity incidents involving the Funds or their service providers (including, without limitation, a Fund’s investment 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.
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 Funds’ 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
12
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 Funds invest, counterparties with which the Funds engage, 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 Funds’ 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 Funds and their 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.
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 Funds’ investments. Additionally, if a sector or sectors in which an Underlying Index is concentrated is negatively
impacted to a greater extent by such events, the corresponding 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. These disruptions could prevent the Funds from executing advantageous
investment decisions in a timely manner and negatively impact the Funds’ ability to achieve their investment objectives. Any such event(s) could have a significant adverse impact on the value and risk profile
of the Funds.
The spread of the human coronavirus disease beginning in 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 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, is 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 a Fund’s performance.
Foreign Currency Transactions. A 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 a 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, a Fund may make
an election to treat such gain or loss as capital.
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
13
subject to market risks that may cause their prices to fluctuate over time. Fluctuations
in the value of equity securities in which a 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 a 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 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 Mid- Capitalization Companies. Investing in equity securities of small- and mid- 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”)
14
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.
●
Master Limited Partnerships (“MLPs”). MLPs are generally limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are
freely traded on a securities exchange or in the OTC market. MLPs often own several properties or businesses
(or own interests) that are related to real estate development and oil and gas industries,
but they also may finance motion pictures, research and development and other projects. Generally, a
MLP is operated under the supervision of one or more managing general partners. Limited partners are
not involved in the day-to-day management of the partnership.
The risks of investing in a MLP are generally those involved in investing in a partnership
as opposed to a corporation. For example, state law governing partnerships is often less
restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded
investors in a MLP than investors in a corporation. Additional risks involved with investing in a
MLP are risks associated with the specific industry or industries in which the partnership invests,
such as the risks of investing in real estate or oil and gas industries.
●
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.
Derivatives Risk. The Funds may invest in derivatives. 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 a
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 seek to hedge a portfolio risk. If a 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 a Fund. Over-the-counter ("OTC") 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 a Fund.
15
The regulation of derivatives is a rapidly changing area of law and is subject to
modification by government and judicial action. In addition, the SEC, the Commodity Futures Trading Commission (“CFTC”) and the exchanges are authorized to take extraordinary actions in the event of a market
emergency, including, for example, the implementation or reduction of speculative position limits, the implementation
of higher margin requirements, the establishment of daily price limits and the suspension of
trading.
It is not possible to predict fully the effects of current or future regulation. However,
it is possible that developments in government regulation of various types of derivative instruments,
such as speculative position limits on certain types of derivatives, or limits or restrictions on the
counterparties with which the Fund engages in derivative transactions, may limit or prevent the Fund from using or limit the Fund’s use of these instruments effectively as a part of its investment strategy, and could adversely affect the Fund’s ability to achieve its investment objective. The Adviser will continue to monitor developments
in the area, particularly to the extent regulatory changes affect the Fund’s ability to enter into desired swap agreements. New requirements, even if not directly applicable to the Fund, may increase the cost of the Fund’s investments and cost of doing business.
Leverage Risk. Leverage exists when a 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 economic exposure of the instrument or transaction. Leverage may cause the portfolios
of the Funds to be more volatile than if a portfolio had not been leveraged because leverage can exaggerate
the effect of any increase or decrease in the value of securities held by a Fund. The use of some derivatives
may result in economic leverage, which does not result in the possibility of a 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.
Futures and Options. The Funds may enter into futures contracts, options and options on futures contracts. These futures contracts and options will be used to simulate full investment
in the Underlying Index, to facilitate trading or to reduce transaction costs. Each Fund will only enter into
futures contracts and options on futures contracts that are traded on an exchange. The Funds will not use futures
or options for speculative purposes.
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 security or an index 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. Each Fund may purchase
put options to hedge its portfolio against the risk of a decline in the market value of securities held
and may purchase call options to hedge against an increase in the price of securities it is committed to purchase.
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. Stock index contracts are based on indices that reflect the market value of common stock of the
firms included in the indices. Each Fund may enter into futures contracts to purchase security indices when
the Adviser anticipates purchasing the underlying securities and believes prices will rise before the purchase
will be made.
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. 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 a Fund. The potential for loss related
to writing call options on
16
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 Funds may purchase and write put and call options on futures contracts that are
traded on an 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 effected.
Upon entering into a futures contract, a Fund will be required to deposit with the
broker an amount of cash or cash equivalents in the range of approximately 5% to 7% of the contract amount
(this amount is subject to change by the exchange on which the contract is traded). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the contract and is returned
to a 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, a Fund may elect to close the position by taking an opposite position, which will operate to terminate
the existing position in the contract.
Risks of Futures and Options Transactions. There are several risks accompanying the utilization of futures contracts and options on futures contracts. First, there is no guarantee that
a liquid market will exist for a futures contract at a specified time. The Funds may utilize futures contracts only
if an active market exists for such contracts.
Furthermore, because, by definition, futures contracts project price levels in the
future and not current levels of valuation, market circumstances may result in a discrepancy between the
price of the future and the movement in the Underlying Indexes. In the event of adverse price movements, a Fund
would continue to be required to make daily cash payments to maintain its required margin. In such situations,
if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements
at a time when it may be disadvantageous to do so. In addition, a Fund may be required to deliver the
instruments underlying futures contracts it has sold.
The risk of loss in trading futures contracts or uncovered call options in some strategies
(e.g., selling uncovered stock index futures contracts) potentially is unlimited. No Fund plans to
use futures and options contracts in this way. 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. The Funds, however, intend to utilize futures and options in a manner designed to limit
their risk exposure to levels comparable to direct investment in stocks.
Utilization of futures and options on futures by the Funds involves the risk of imperfect
or even negative correlation to an Underlying Index if the index underlying the futures contract differs
from the Underlying Indexes of the Funds.
There also is the risk of loss by a Fund 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 substantially is 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 as to anticipated trends, which 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
17
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 Funds to substantial losses. In the event of adverse price movements, the Funds
would be required to make daily cash payments of variation margin.
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 Trust, 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 has claimed exclusion on
behalf of each Fund under Rule 4.5 which effectively limits the Funds' use of futures, options on futures,
swaps, or other commodity interests. Each 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 each 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 Funds' Prospectuses and this SAI. Each Fund therefore is not
subject to CFTC registration or regulation as a commodity pool.
The terms of the CPO exclusion require each Fund claiming such exemption, 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.
Each Fund is permitted to invest in these instruments as further described in this SAI. However,
each 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 Funds,
their investment strategies or the Funds’ Prospectuses.
While not anticipated, should a 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, such 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 a 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.
Lending Portfolio Securities. From time to time, a 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. A Fund may lend portfolio securities to the extent of one-third of its total assets.
A 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, a 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. A Fund will 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
18
or other reasons, a Fund could experience delays and costs in recovering securities
loaned or gaining access to the collateral. If a 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 a 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 a 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 a 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.
A Fund will bear any loss on the investment of cash collateral. A 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.”
Real Estate Investment Trusts (“REITs”). REITs pool investors’ funds for investments primarily in real estate properties to the extent allowed by law. Investment in REITs may be the most
practical available means for a Fund to invest in the real estate industry. As a shareholder in a REIT, a Fund
would bear its ratable share of the REIT’s expenses, including its advisory and administration fees. At the same time, a Fund would continue to pay its own investment advisory fees and any other expenses not included
in its advisory fees, as a result of which the Fund and its shareholders in effect will be absorbing duplicate
levels of fees with respect to investments in REITs. A REIT may focus on particular projects, such as apartment
complexes, or geographic regions, such as the southeastern United States, or both.
REITs generally can be classified as equity REITs, mortgage REITs and hybrid REITs.
Equity REITs generally invest a majority of their assets in income-producing real estate properties
to generate cash flow from rental income and a gradual asset appreciation. The income-producing real estate
properties in which equity REITs invest typically include properties such as office, retail, industrial,
hotel and apartment buildings, self-storage, specialty and diversified and healthcare facilities. Equity REITs can
realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority
of their assets in real estate mortgages and derive their income primarily from interest payments on the mortgages.
Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
REITs can be listed and traded on national securities exchanges or can be traded privately
between individual owners. The Funds may invest in both publicly and privately traded REITs.
A Fund conceivably could own real estate directly as a result of a default on the
securities it owns. A Fund, therefore, may be subject to certain risks associated with the direct ownership
of real estate, including difficulties in valuing and trading real estate, declines in the values of real estate,
risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental
liability risks, increases in property taxes, capital expenditures and operating expenses, changes
in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal
of properties to tenants and increases in interest rates.
In addition to the risks described above, equity REITs may be affected by any changes
in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the
quality of any credit extended. Equity and mortgage REITs depend upon management skill, are not diversified
and are therefore subject to the risk of financing single or a limited number of projects. Such REITs
also are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility
of failing to maintain an exemption from the 1940 Act. Changes in interest rates also may affect the value of
debt securities held by a Fund. By investing in REITs indirectly through a Fund, a shareholder will bear not
only his/her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs.
19
Political and Economic Risk. The economies of many countries may not be as developed as that of the United States' economy and may be subject to significantly different forces. Political,
economic or social instability and development, expropriation or confiscatory taxation, and limitations
on the removal of funds or other assets could also adversely affect the value of portfolio investments. Certain
foreign companies may be subject to sanctions, embargoes, or other governmental actions that may impair or
otherwise limit the ability to invest in, receive, hold or sell the securities of such companies. These factors may
affect the value of investments in those companies. Certain companies may operate in, or have dealings
with, countries that the U.S. government has identified as state sponsors of terrorism. As a result, such companies
may be subject to specific constraints or regulations under U.S. law and, additionally, may be subject
to negative investor perception, either of which could adversely affect such companies' performance. Further,
war and military conflict between countries or in a region, for example the current conflicts in the
Ukraine and Middle East, may have an impact on the value of portfolio investments.
Risks Related to Armed Conflict and Geopolitical Tension. As a result of increasingly interconnected global economies and financial markets, armed conflict and geopolitical tension between
countries or in a geographic region, for example the conflicts and/or wars between Russia and Ukraine in Europe and among various countries, paramilitary organizations, and other armed political actors in the Middle East, have the potential to adversely impact Fund investments. Such conflicts and tensions, 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 and
tensions, 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.
●
Risks Related to Russian Invasion of Ukraine.
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
led to the removal of 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
have resulted in the decline of the value and liquidity of Russian securities, and a weakening of the ruble,
and could impair the ability of a 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 a 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
20
shareholders of Russian securities. Additionally, Russia, by presidential decree,
has caused the transfer of all Russian equity securities to local Russian registrar accounts, which could impact the ability of a Fund’s custodian and sub-custodian to provide reasonable care over such securities as required
by applicable U.S. regulatory custody requirements. 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 Funds that have exposure to Russia. 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.
Due to difficulties transacting in impacted securities, a Fund’s Underlying Index may remove such securities or implement caps on the securities as a result of the actions described
above. Consequently, a Fund may experience challenges liquidating the applicable positions and/or sampling
the Underlying Index to continue to seek the Fund’s investment objective. Such circumstances may lead to increased tracking error between a Fund’s performance and the performance of its Underlying Index. Additionally, due to current and potential future sanctions or potential market closures impacting the ability to trade
Russian securities, a Fund may experience higher transaction costs and/or Shares may trade at a premium or discount to the Fund’s NAV.
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 may lose money if the issuer of the note defaults,
as the Funds may not be able to readily close out its investment in such notes without incurring losses.
Swap Agreements. Each 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. A Fund may utilize swap agreements in an attempt to gain exposure to the securities in a
market without actually purchasing those securities, or to seek 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
a 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
21
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.
Each 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 a 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, a 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 a Fund's illiquid investment
limitations. A Fund would not enter into any swap agreement unless the Adviser believes that the other party
to the transaction is creditworthy. A 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 a Fund is selling credit protection, the default of a third party issuer.
Each 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 a Fund the amount, if any, by which the notional amount of
the swap agreement 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 a
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 a 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. A Fund will reserve assets necessary to meet any accrued payment obligations
when it is the buyer of a credit default swap. In cases where a 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.
A 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
22
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 Funds to enter into swap agreements. Depending on a 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 a 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 a 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 a 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.
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 a Fund could eliminate its exposure under an outstanding swap agreement
by entering into an offsetting swap agreement with the same or another party.
Zero Coupon and Pay-in-Kind Securities. Zero coupon securities do not pay interest or principal until final maturity, unlike debt securities that traditionally provide periodic payments
of interest (referred to as a coupon payment). Investors must wait until maturity to receive interest and principal,
which increases the interest rate and credit risks of a zero coupon security. Pay-in-kind securities are
securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled
to receive the aggregate par value of the securities. Zero coupon and pay-in-kind securities may be subject to
greater fluctuation in value and lower liquidity in the event of adverse market conditions than comparably rated
securities paying cash interest at regular interest payment periods. Investors may purchase zero coupon and
pay-in-kind securities at a price below the amount payable at maturity. The difference between the purchase
price and the amount paid at maturity represents “original issue discount” on the security.
PORTFOLIO TURNOVER
Each 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
23
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
a Fund's holdings. As of the date of this SAI, the Funds are new and have 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 each Fund’s portfolio holdings with the SEC on Form N-PORT. The Trust also discloses a complete schedule of each 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 each 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 Exchange-Traded
Self-Indexed 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
Funds’ 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 and The Bank of New York Mellon (“BNY” or the “Administrator”) will not disseminate non-public information concerning the Trust.
Access to information concerning the Funds’ portfolio holdings may be permitted at other times: (i) to personnel of third-party service providers, including the Funds’ 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 Funds; or (ii) in instances when the Funds’ President and/or Chief Compliance Officer determines that (x) such disclosure serves
a reasonable business purpose and is in the best interests of the Funds’ shareholders; and (y) in making such disclosure, no conflict exists between the interests of the Funds’ shareholders and those of the Adviser or the Distributor.
MANAGEMENT
The primary responsibility of the Board is to represent the interests of the Funds
and to provide oversight of the management of the Funds. 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 six 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
|
Vice Chair of
the Board;
Chair of the
|
Vice Chair since
2018; Chair of
the Nominating
|
Founder and Principal,
YQA Capital Management
LLC (1998-Present);
|
228
|
Chair (since 2021) and
member (since 2017)
of the Joint Investment
|
24
|
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
|
Nominating and
Governance
Committee and
Trustee
|
and Governance
Committee;
Trustee since
2016
|
formerly, Owner/CEO of
Electronic Dynamic
Balancing Co., Inc. (high-
speed rotating equipment
service provider) (1988-
2001).
|
|
Committee, Mission
Aviation Fellowship
and MAF Foundation;
Trustee, Mission
Aviation Fellowship
Foundation (2017-
Present).
|
|
Todd J. Barre—1957
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Trustee
|
Since 2016
|
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.
|
228
|
None.
|
|
Victoria J. Herget—1951
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Trustee
|
Since 2019
|
Formerly, Managing
Director (1993-2001),
Principal (1985-1993),
Vice President (1978-
1985) and Assistant Vice
President (1973-1978),
Zurich Scudder
Investments (investment
adviser) (and its
predecessor firms).
|
228
|
Independent Trustee
(2025-Present), Adams
Street Private Equity
Navigator Fund and
Adams Street Credit
Solutions Fund;
Trustee Emerita (2017-
Present), Trustee
(2000-2017) and Chair
(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
|
25
|
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
|
|
|
|
|
|
|
(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 2016
|
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).
|
228
|
Financial Secretary
(2025-Present),
Finance Committee
Member (2015-2021;
2024-Present),
Treasurer (2018-2021)
and Audit Committee
Member (2015),
Thornapple Evangelical
Covenant Church;
formerly, Board and
Finance Committee
Member (2009-2017)
and Treasurer (2010-
2015, 2017),
NorthPointe Christian
Schools.
|
|
Yung Bong Lim—1964
c/o Invesco Capital
Management LLC
3500 Lacey Road,
Suite 700
Downers Grove, IL 60515
|
Chair of the
Investment
Oversight
Committee and
Trustee
|
Chair of the
Investment
Oversight
Committee and
Trustee since
2016
|
Managing Partner, RDG
Funds LLC (real estate)
(2008-Present); formerly,
Managing Director, Citadel
LLC (1999-2007).
|
228
|
Board Director, Beacon
Power Services, Corp.
(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
|
228
|
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
|
26
|
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
|
|
|
|
|
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.
|
|
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 2016
|
Formerly, Senior Vice
President of Global
Finance and Chief
Financial Officer, RBC
Ministries (publishing
company) (2013-2024);
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),
|
228
|
Board and Finance
Committee Chair
(2025-Present),
SpringHill Camps;
Board and Finance
Committee Member,
(2010-Present),
Finance Committee
Chair (2024-Present),
West Michigan Youth
For Christ; formerly,
Board Member and
Treasurer, Our Daily
Bread Ministries
Canada (2015-2024).
|
27
|
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
|
|
|
|
|
PricewaterhouseCoopers
LLP.
|
|
|
|
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 and
Trustee since
2016
|
Formerly, Chair, President
and Chief Executive
Officer, McHenry Bancorp
Inc. and McHenry Savings
Bank (subsidiary) (2018-
2024); 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)
(1995-2006).
|
228
|
Advisory Board
member, Prometheum,
Inc. (2025-Present);
Board Chair,
Gracebridge Alliance,
Inc. (2015-Present);
Director, Penfield
Children’s Center
(2004-Present).
|
*
This is the date the Independent Trustee began serving the Trust. Each Independent
Trustee serves an indefinite term, subject to the Retirement Policy described below, 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
Suite 700
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,
|
228
|
None.
|
28
|
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
|
|
|
|
|
Invesco Actively Managed
Exchange-Traded Fund
Trust, Invesco Actively
Managed Exchange-
Traded Commodity Fund
Trust, Invesco Exchange-
Traded Self-Indexed Fund
Trust (2023 – Present)
and Invesco QQQ Trust,
Series I (2025-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
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,
|
|
|
29
|
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
|
|
|
|
|
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, Invesco Exchange-Traded Self-Indexed Fund Trust
(2020-Present) and Invesco QQQ Trust, Series 1 (2025-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;
formerly, Director, Invesco Trust Company (2023-2025); 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); Director,
Invesco Trust Company (2025-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, Invesco
Exchange-Traded Self-Indexed Fund Trust (2018-Present) and
Invesco QQQ Trust, Series 1 (2025-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).
|
|
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; Assistant Secretary,
Invesco Advisers, Inc. (2025-Present); 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
|
30
|
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
|
|
|
|
|
Managed Exchange-Traded Commodity Fund Trust, Invesco
Exchange-Traded Self-Indexed Fund Trust (2020-Present) and
Invesco QQQ Trust, Series 1 (2025-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 2016
|
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), Invesco
Exchange-Traded Self-Indexed Fund Trust (2016-Present) and
Invesco QQQ Trust, Series 1 (2025-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 2016
|
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), Invesco Exchange-Traded Self-Indexed
Fund Trust (2016-Present) and Invesco QQQ Trust, Series 1
(2025-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
3500 Lacey Road
Suite 700
Downers Grove, IL 60515
|
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,
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, Invesco
|
31
|
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
|
|
|
|
|
Exchange-Traded Self-Indexed Fund Trust (2017-Present) and
Invesco QQQ Trust, Series 1 (2025-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 Funds are new. As of the date of this SAI, none of the Trustees held equity securities
in the Funds. As of December 31, 2025, 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. 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 Funds, 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 Funds.
Board and Committee Structure. As noted above, the Board is responsible for oversight of the Funds, including oversight of the duties performed by the Adviser for each Fund under the
investment advisory agreement, as amended and restated, between the Adviser and the Trust, on behalf of
each 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 August 31, 2025, 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 August 31, 2025, the Audit Committee held six 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 Funds’ portfolio investments and receives reports from the Adviser regarding the fair valuation of the Funds’ 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 August 31, 2025, the Investment Oversight Committee held four meetings.
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
32
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 August 31, 2025, 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. Each 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 Funds, 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 Funds’ 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 Funds’ investment objective, policies and restrictions, and reviews any areas of non-compliance with the Funds’ 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 Foundation since 2017. 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
33
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 an Independent Trustee for each of Adams Street Private Equity Navigator Fund (2025-Present) and
Adams Street Credit Solutions Fund (2025-Present). She has also 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 Financial Secretary (2025-Present),
Finance Committee Member (2015-2021; 2024-Present), Treasurer (2018-2021) 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 (1999-2007). Prior to his employment with Citadel LLC, he was a Managing Director
with Salomon Brothers
34
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 has
served as the Board and Finance Committee Chair (2025-Present) of SpringHill Camps. He has also served
as a Board and Finance Committee Member (2010-Present) and as the Finance Committee Chair (2024-Present)
of West Michigan Youth For Christ. Previously, Mr. Wicker served as Senior Vice President
of Global Finance and Chief Financial Officer at RBC Ministries from 2013 to 2024. He was also 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. Mr.
Wilson has served as the Chair, President and Chief Executive Officer of McHenry Bancorp Inc. and McHenry
Savings Bank (2018-2024). He was also 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 an Advisory Board member
of Prometheum, Inc. (2025-Present), as Board Chair of Gracebridge Alliance, Inc. (2015-Present) and
as a Director of Penfield
35
Children’s Center (2004-Present). The Board has determined that Mr. 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.
Retirement Policy. The Board has established a retirement policy pursuant to which, unless otherwise
agreed by the Trustees, a Trustee's retirement from the Board shall take effect no
later than 364 days after his or her 75th birthday.
Compensation. 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, the chair
of the Audit Committee received an additional fee of $35,000 per year, the chair of the Nominating and Governance
Committee received an additional fee of $35,000 per year and the chair of the Investment Oversight
Committee received an additional fee of $30,000 per year. 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 August 31, 2025.
|
Name of Trustee
|
Aggregate
Compensation From
Trust (1)
|
Pension or Retirement
Benefits Accrued as Part of
Fund Expenses
|
Total Compensation Paid
From Fund Complex (2)
|
|
Independent Trustees
|
|
|
|
|
Ronn R. Bagge
|
$51,803
|
N/A
|
$418,333
|
|
Todd J. Barre
|
$47,467
|
N/A
|
$383,333
|
|
Victoria J. Herget
|
$47,467
|
N/A
|
$383,333
|
|
Marc M. Kole
|
$52,213
|
N/A
|
$421,667
|
|
Yung Bong Lim
|
$51,183
|
N/A
|
$413,333
|
|
Joanne Pace
|
$47,467
|
N/A
|
$383,333
|
|
Gary R. Wicker
|
$47,467
|
N/A
|
$383,333
|
|
Donald H. Wilson
|
$63,151
|
N/A
|
$510,000
|
|
Interested Trustee
|
|
|
|
|
Brian Hartigan (3)
|
N/A
|
N/A
|
N/A
|
(1)
Because the Funds had not commenced operations as of the fiscal year end noted above, the Funds did not pay any portion 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
36
the fiscal year ended August 31, 2025, before deferral by the Trustee under the DC Plan. During the fiscal year ended August 31, 2025, Ms. Herget and Mr. Lim deferred 100% of their compensation and Mr. Wilson deferred
$204,000 of his compensation.
(3)
Mr. Hartigan was appointed to the Board effective December 12, 2024.
Management Ownership. As of the date of this SAI, the Trustees and Officers, as a group, owned none of each Fund’s outstanding Shares.
Principal Holders and Control Persons. The Funds are new and, as of the date of this SAI, no person owned of record more than 5% of the 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 Funds. 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 Invesco
Capital Management LLC 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.
Portfolio Managers. The Adviser uses 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 extensive resources. Peter Hubbard, Cynthia Madrigal, Jeremy Neisewander and Richard Ose (as the applicable "Portfolio Managers" are identified in each Fund's Prospectus)
are jointly and primarily responsible for the day-to-day management of the Funds.
As of April 30, 2026, Mr. Hubbard managed 214 registered investment companies with approximately $888.3 billion in assets, 110 other pooled investment vehicles with approximately $59.7 billion in assets and 54 other accounts with approximately $73.4 billion in assets.
As of April 30, 2026, Ms. Madrigal managed 19 registered investment companies with approximately $25.5 billion in assets, 10 other pooled investment vehicles with approximately $294 million in assets and no other accounts.
As of April 30, 2026, Mr. Neisewander managed 35 registered investment companies with approximately $34.3 billion in assets, 11 other pooled investment vehicles with approximately $334.5 million in assets and no other accounts.
As of April 30, 2026, Mr. Ose managed 14 registered investment companies with approximately $12.2 billion in assets, 13 other pooled investment vehicles with approximately $5.7 billion in assets and 3 other accounts with approximately $2.2 billion in assets.
37
To the extent that any of these registered investment companies, other pooled investment
vehicles or other accounts pay advisory fees that are based on performance (“performance-based fees”), information on those accounts is specifically broken out.
Because the Portfolio Managers may manage assets for other investment companies, pooled
investment vehicles and/or other accounts (including institutional clients, pension plans and
certain high net worth individuals), there may be an incentive to favor one client over another, resulting
in conflicts of interest. For instance, the Adviser may receive fees from certain accounts that are higher than
the fee it receives from the Funds, or it may receive a performance-based fee on certain accounts. In those instances,
the Portfolio Managers may have an incentive to favor the higher and/or performance-based fee accounts
over the Funds. In addition, a conflict of interest could exist to the extent that the 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’s employee benefits and/or deferred compensation plans. The Portfolio Managers may have an incentive to favor these accounts over others. If the
Adviser manages accounts that engage in short sales of assets of the type in which a Fund invests,
the 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 assets to fall. The Adviser has adopted trade
allocation and other policies and procedures that it believes are reasonably designed to address these and other
conflicts of interest.
Although the other funds that the Portfolio Managers manage may have different investment
strategies, the Adviser does not believe that management of these different funds presents a material
conflict of interest for the Portfolio Managers or the Adviser.
Description of Compensation Structure. The Portfolio Managers are compensated with a fixed salary amount by the Adviser. The Portfolio Managers are eligible, along with other senior
employees of the Adviser, to participate in a year-end discretionary bonus pool. The Compensation Committee
of the Adviser will review management bonuses and, depending upon the size, the Compensation Committee may approve
the bonus in advance. There is no policy regarding, or agreement with, the Portfolio Managers
or any other senior executive of the Adviser to receive bonuses or any other compensation in connection
with the performance of any of the accounts managed by the Portfolio Managers.
Portfolio Holdings. As of the date of this SAI, the Funds have 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”), each Fund has agreed to pay the Adviser for its services an annual fee equal to a percentage of its average daily net assets set forth in the chart below (the “Advisory Fee”):
|
Fund
|
Advisory Fee
|
|
Invesco BulletShares 2036 Corporate Bond ETF
|
0.10%
|
|
Invesco BulletShares 2034 High Yield Corporate Bond ETF
|
0.42%
|
The Advisory Fee paid by each 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 each such Fund, including the cost of transfer agency, custody, fund administration, legal,
audit and other services, except for distribution fees, if any, brokerage expenses, taxes, Acquired Fund Fees
and Expenses, if any, interest, 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).
Each 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 a 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 a 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
38
Affiliated Investments or (ii) the Advisory Fee available to be waived. This waiver does not apply to the Funds’ investment of cash collateral received for securities lending, if any. This waiver
is in place through at least August 31, 2028 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 a 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 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
a 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.
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 Funds, other Invesco ETFs generally, and/or other funds or accounts managed by affiliates of the Adviser and Distributor. Pursuant to such arrangements, the Adviser, the Distributor and/or their affiliates
may provide cash payments or non-cash compensation exclusively from their own assets (and not from the assets of any Fund, Invesco ETF or other fund or account managed by them), to Intermediaries for certain activities that are designed to make registered representatives and other professionals
more knowledgeable about exchange-traded products, including a Fund or Invesco ETFs generally; 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 Funds 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 Funds, other Invesco ETFs, and/or other funds or accounts managed by affiliates of the Adviser and Distributor.
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 Funds, payments to Intermediaries are not financed by the Funds and therefore
do not increase the price paid by investors for the purchase of shares of, or the costs of owning, a Fund
or reduce the amount 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 Funds’ Prospectuses.
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 Funds 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 April 30, 2026, the Intermediaries receiving such payments are Cetera, Charles Schwab, Envestnet, Jane Street Financial Limited, Janney Montgomery Scott, JP Morgan Securities LLC, LPL Financial, Merrill Lynch, Morgan Stanley Smith Barney LLC, National Financial Services LLC, Nitrogen Wealth
Inc., Orion Advisor Services, Osaic, Inc., Pershing LLC, PFS Investments Inc., Raymond James, Sanctuary Wealth
39
Group, LLC, UBS Financial Services, Inc. and Wells Fargo. Any additions, modifications or deletions to this list of Intermediaries that have occurred since that date are not included in the
list.
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. BNY serves as administrator for the Funds. Its principal address is 240 Greenwich
Street, New York, NY 10286.
BNY serves as Administrator for the Funds pursuant to a fund administration and accounting
agreement (the “Administrative Services Agreement”) with the Trust. Under the Administrative Services Agreement, BNY 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 Funds. BNY will generally
assist in many aspects of the Trust's and the Funds' 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 BNY are included in each Fund’s unitary management fee.
Custodian, Transfer Agent and Fund Accounting Agent. BNY (the “Custodian” or “Transfer Agent”), located at 240 Greenwich Street, New York, NY 10286, also serves as custodian for
the Funds pursuant to a custodian agreement. As Custodian, BNY holds the Funds’ assets, calculates the NAV of the Shares and calculates net income and realized capital gains or losses. BNY also serves as Transfer
Agent and dividend disbursing agent for the Funds pursuant to a transfer agency agreement. Further, BNY
serves as Fund accounting agent pursuant to the Administrative Services Agreement. As compensation
for the foregoing services, BNY 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. Each Fund continuously offers Shares for sale through the
Distributor only in Creation Unit Aggregations, as described in each Fund’s Prospectus and below under the heading “Creation and Redemption of Creation Unit Aggregations.”
The Distribution Agreement for the Funds provides that it may be terminated as to
a 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. Certain Funds 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 such Funds’ investment policies. Funds participating in the Program may lend securities to securities brokers and other borrowers.
40
Under the Program, each of BNY and Invesco Advisers, Inc. ("Invesco Advisers") serves
as a securities lending agent for the Funds. To the extent a 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 a 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 Funds. There are potential conflicts of interest involved in the Funds’ 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).
Index Provider. Invesco Indexing is the index provider for each Underlying Index. The Adviser has
entered into a license agreement with Invesco Indexing to use each Underlying Index. The Adviser
pays licensing fees to Invesco Indexing from the Adviser’s management fees or other resources for the use of the Underlying Indexes and related trademarks and trade names. The Adviser, in turn, has entered
into a sub-licensing arrangement with each Fund to permit each Fund to use its respective Underlying Index.
Each Fund does not pay a fee for the use of its respective Underlying Index.
Set forth below is a list identifying each Fund and its respective Underlying Index.
|
Fund
|
Underlying Index
|
|
Invesco BulletShares 2036
Corporate Bond ETF
|
Invesco BulletShares® USD Corporate Bond 2036 Index
|
|
Invesco BulletShares 2034 High
Yield Corporate Bond ETF
|
Invesco BulletShares® USD High Yield Corporate Bond 2034 Index
|
Invesco Indexing is affiliated with the Adviser and the Distributor. The Adviser has
in place a code of ethics designed to prevent misuse of non-public index information.
41
BROKERAGE TRANSACTIONS AND COMMISSIONS ON AFFILIATED TRANSACTIONS
The policy of the 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 policy is 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 relies upon its experience and knowledge
regarding commissions various brokers generally charge. The sale of Shares by a broker-dealer
is not a factor in the selection of broker-dealers.
In seeking to implement its policies, the Adviser effects transactions with those
brokers and dealers that the Adviser believes provide the most favorable prices and are capable of providing
efficient executions. The Adviser and its affiliates currently do not participate in soft dollar transactions.
The Adviser assumes general supervision over placing orders on behalf of the Funds
for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities by a Fund
and one or more other investment companies or clients supervised by the Adviser are considered at or about
the same time, the Adviser allocates transactions in such securities among the Funds, the several investment
companies and clients in a manner deemed equitable to all. In some cases, this procedure could have
a detrimental effect on the price or volume of the security as far as the Funds are concerned. However, in
other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage
commissions will be beneficial to the Funds. The primary consideration is prompt execution of orders at
the most favorable net price under the circumstances.
Purchases and sales of fixed-income securities for a Fund usually are principal transactions
and ordinarily are purchased directly from the issuer or from an underwriter or broker-dealer. The
Fund does not usually pay brokerage commissions in connection with such purchases and sales, although purchases
of new issues from underwriters of securities typically include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer’s mark-up (i.e., a spread between the bid and the ask prices).
When a Fund purchases a newly issued security at a fixed price, the Adviser may designate
certain members of the underwriting syndicate to receive compensation associated with that
transaction. Certain dealers have agreed to rebate a portion of such compensation directly to the Fund to offset the Fund’s management expenses.
Affiliated Transactions. The Adviser may place trades with Invesco Capital Markets, Inc. (“ICMI”) a broker-dealer with whom it is affiliated, provided the 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 could otherwise place similar trades. ICMI receives brokerage commissions in connection with effecting
trades for the Funds and, therefore, use of ICMI presents a conflict of interest for the Adviser. Trades
placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted
by the Board.
Portfolio Trading by Authorized Participants
When creation or redemption transactions consist of cash, the transactions may require
the Fund to contemporaneously transact with broker-dealers for purchases of Deposit Securities
(as defined below under Portfolio Deposit) or sales of Fund Securities (as defined below under Redemptions)
as applicable. Depending on the timing of the transactions and certain other factors, such transactions
with an applicable broker-dealer may be placed with the purchasing or redeeming Authorized Participant
in its capacity as a broker-dealer (or with a broker-dealer affiliated with the Authorized Participant
or a third party broker-dealer engaged through the Authorized Participant) and conditioned upon an agreement with
the Authorized Participant or its affiliated broker-dealer to transact at guaranteed prices in order
to reduce transaction costs that the Fund would otherwise incur as a consequence of settling creations or redemptions
in cash rather than in-kind.
42
Following the Fund’s receipt of a creation or redemption order, to the extent such purchases or redemptions consist of a cash portion, the Fund may enter an order with the transacting
Authorized Participant or its affiliated broker-dealer to purchase or sell the Deposit Securities
or Fund Securities, as applicable. Depending on the timing of the transaction and certain other factors,
such Authorized Participant or its affiliated broker-dealer will be required to guarantee that the Fund will achieve
execution of its order at a price at least as favorable to the Fund as the Fund’s valuation of the Deposit Securities/Fund Securities used for purposes of calculating the NAV applied to the creation or redemption transaction
giving rise to the order (the “Execution Performance Guarantee”). Such orders may be placed with the purchasing or redeeming Authorized Participant (or a broker/dealer affiliated with the Authorized Participant
or a third-party broker-dealer engaged through the Authorized Participant) in its capacity as a broker-dealer. The
amount payable to the Fund in respect of any Execution Performance Guarantee will depend on the results
achieved by the executing firm and will vary depending on market activity, timing and a variety of
other factors.
To ensure that an Execution Performance Guarantee will be honored on orders arising
from creation transactions executed by an Authorized Participant (or an affiliated or unaffiliated
broker-dealer), an Authorized Participant is required to deposit an amount with the Fund (the “Execution Performance Deposit”). If the broker-dealer executing the order achieves executions in market transactions
at a price equal to or more favorable than the Fund’s valuation of the Deposit Securities, then the Authorized Participant generally may retain the benefit of the favorable executions, and the Execution Performance Deposit
will be returned to the Authorized Participant. If, however, the broker-dealer executing the order is unable
to achieve executions in market transactions at a price at least equal to the Fund’s valuation of the securities, the Fund retains the portion of the Execution Performance Deposit equal to the full amount of the execution
shortfall (including any taxes, brokerage commissions or other costs) and may require the Authorized Participant
to deposit any additional amount required to cover the full amount of the actual Execution Performance
Guarantee.
To ensure that an Execution Performance Guarantee will be honored for brokerage orders
arising from redemption transactions executed by an Authorized Participant (or an affiliated or
unaffiliated broker-dealer) as broker-dealer, an Authorized Participant agrees to pay the shortfall amount (the “Execution Performance Offset”). If the broker-dealer executing the order achieves executions in market transactions at a price equal to or more favorable than the Fund’s valuation of the Fund Securities, then the Authorized Participant generally may retain the benefit of the favorable executions and the Authorized Participant
is not called upon to honor the Execution Performance Offset. If, however, the broker-dealer is unable
to achieve executions in market transactions at a price at least equal to the Fund’s valuation of the securities, the Fund will be entitled to the portion of the Execution Performance Offset equal to the full amount of the
execution shortfall (including any taxes, brokerage commissions or other costs).
The circumstances under which the Execution Performance Guarantee will be used and
the expected amount, if any, of any Execution Performance Deposit or Execution Performance Offset
for the Fund may change from time to time based on the actual experience of the Fund.
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 October 30, 2015 pursuant to a Declaration
of Trust (the “Declaration”).
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 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 a 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
43
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 a matter affects a particular fund differently
from other funds, the shares of that fund will vote separately on such matter.
The Declaration provides that by becoming a shareholder of a Fund, each shareholder
shall be held expressly to have agreed to be bound by the provisions of the Declaration. 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 Funds, and ownership of Shares may be disclosed
by the Funds if so required by law or regulation.
The Declaration provides a detailed process for the bringing of derivative actions
by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction,
and other harm that can be caused to a Fund or its shareholders as a result of spurious shareholder demands
and derivative actions. Prior to bringing a derivative action, a demand by the complaining shareholder must
first be made on the Trustees. The Declaration details various information, certifications, undertakings
and acknowledgements that must be included in the demand. Following receipt of the demand, the Trustees have
a period of 90 days, which may be extended by an additional 60 days, to consider the demand. If a majority
of the Trustees who are considered independent for the purposes of considering the demand determine that
maintaining the suit would not be in the best interests of a Fund, the Trustees are required to reject
the demand and the complaining shareholder may not proceed with the derivative action unless the shareholder
is able to sustain the burden of proof to a court that the decision of the Trustees not to pursue the
requested action was not a good faith exercise of their business judgment on behalf of the Funds. Trustees are
not considered to have a personal financial interest by virtue of being compensated for their services as Trustees.
If a demand is rejected, the complaining shareholder will be responsible for the costs
and expenses (including attorneys’ fees) incurred by a Fund in connection with the consideration of the demand, if a court determines that the demand was made without reasonable cause or for an improper purpose.
If a derivative action is brought in violation of the Trust’s Declaration, the shareholders bringing the action may be responsible for a Fund’s costs, including attorneys’ fees. The Declaration further provides that each Fund shall be responsible for payment of attorneys’ fees and legal expenses incurred by a complaining shareholder only if required by law, and any attorneys’ fees that the Fund is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. Insofar as the Federal securities laws
supersede state law, these provisions do not apply to shareholder derivative claims that arise under the Federal
securities laws.
The Trust is not required and does not intend to hold annual meetings of shareholders.
Shareholders owning more than 33 1∕3% 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
44
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 or 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, Houston, Texas 77046-1173.
Book Entry Only System. The following information supplements and should be read in conjunction with the section in each Fund’s Prospectus entitled “Book Entry.”
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 New York Stock Exchange (“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.
45
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
each Fund holds to the Adviser. The Adviser will vote such proxies in accordance with
its proxy policies and procedures, which are included in Appendix A to this SAI. The Board periodically reviews each Fund’s proxy voting record.
The Trust is required to disclose annually information regarding how the Funds voted
proxies related to their 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. Information regarding how the Funds voted proxies related
to their portfolio securities during the year ended June 30, 2025 is 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 be available on the SEC's website
at www.sec.gov no later than August 31 of each year.
Code of Ethics. Pursuant to Rule 17j-1 under the 1940 Act, the Board has adopted a Code of Ethics
for the Trust, the Adviser and the 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 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 a 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].
Additional Information Concerning the Affiliated Index Provider. Invesco Indexing, the Index Provider of the Underlying Indexes, is an affiliated person of the Adviser. As is the case with
any use of an affiliated index provider by any ETF, this relationship poses potential conflicts. For example, a conflict
exists that an affiliated person of the Index Provider or the Adviser could attempt to influence the index security
selection process for an Underlying Index to the benefit of a Fund. Additionally, potential conflicts could
arise with respect to the personal trading activity of personnel of the affiliated person who may have access
to or knowledge of changes to an Underlying Index’s composition methodology or the constituent securities in an Underlying Index prior to the time that information is publicly disseminated. The Adviser believes
that existing protections under the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”) help mitigate these potential conflicts of interest, as discussed below.
The Adviser has adopted written policies and procedures reasonably designed to prevent
violations of the Advisers Act and the rules thereunder, pursuant to Rule 206(4)-7 under the Advisers
Act. These include policies and procedures that are designed to minimize potential conflicts of interest
among the Funds and any other client accounts managed by the Adviser, and include cross trading policies,
as well as policies designed
46
to ensure the equitable allocation of portfolio transactions and brokerage commissions.
In addition, the Adviser has adopted policies and procedures as required under Section 204A of the
Advisers Act, which are reasonably designed in light of the nature of its business to prevent the misuse,
in violation of the Advisers Act or the Exchange Act or the rules thereunder, of material non-public information by
the Adviser or associated persons (“Inside Information Policy”). In accordance with the Ethics Code (discussed below) and the Insider Information Policy, personnel of the Adviser and the Index Provider with knowledge
about the operation of a Fund (which would include information about its Underlying Index) are prohibited from
disclosing such information to any other person, except as authorized in the course of their employment,
until such information is made public. Furthermore, the Adviser and the Index Provider have also
adopted informational barrier policies designed to restrict the flow of information in a manner that minimizes
the potential for the misuse of information regarding changes to an Underlying Index’s composition, methodology, or the constituent securities in an Underlying Index prior to the time that information is
publicly disseminated.
The portfolio managers responsible for day-to-day portfolio management of the Funds
are employees of the Adviser. As noted above, the Adviser has also adopted the Ethics Code pursuant
to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which contains provisions reasonably
necessary to prevent “Access Persons” (as such term is defined in Rule 17j-1 under the 1940 Act) from engaging in any conduct prohibited in Rule 17j-1 (generally, fraudulent and manipulative activity with respect
to a Fund).
Finally, each Fund will be fully “transparent,” meaning that each Fund will post on the Funds’ website on each day the Fund is open for business (before commencement of trading of Shares on
the Exchange), the identities and quantities of the portfolio holdings that will form the basis for the Fund’s calculation of NAV at the end of the business day. This practice is intended, among other reasons, to reduce
the likelihood of any attempts at “front-running” (where other persons would trade ahead of a Fund and the investors assembling the Deposit Securities for purchases of Creation Units), which is a risk of any pooled
investment vehicle, including the Funds.
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 a 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, a Fund may require orders to be placed earlier
in the day.
The number of Shares that constitute a Creation Unit Aggregation for a 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 a Fund.
Role of the Authorized Participant
A 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 a 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.
47
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 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 a 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 a Fund generally consists of
the in-kind deposit of a portfolio of securities, assets or other positions constituting
a substantial replication of a 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 any 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), a 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 each Fund. Such Portfolio Deposit is applicable,
subject to any adjustments as described below, to effect purchases of Creation Units of a 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 affected
Fund from time to time by the Adviser with a view to the investment objective of the Fund. The composition
of the Deposit Securities also may change in response to adjustments to the weighting or composition of the
securities of the relevant Underlying Index. Such adjustments will reflect changes known to the Adviser by the
time of determination of the Deposit Securities in the composition of the relevant Underlying Index or 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”).
48
A Fund also may permit or require the consideration for Creation Unit Aggregations
to consist solely of cash (see “—Cash Creations” below).
Cash Creations. If a 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 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 a Fund and will affect the
value of the Shares; therefore, such Funds 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 purchasing Creation Units of Funds that invest in domestic equity securities (“Domestic Equity Funds”) 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 a Fund “outside” the Clearing Process through the facilities of DTC (see “Placing Creation Orders Outside the Clearing Process”). The Clearing Process is not currently available for purchases or redemptions of Creation Units of Funds that invest in foreign securities (“International Equity Funds”) or Funds that invest in fixed-income securities (“Fixed Income Funds”). Accordingly, APs submitting creation orders for such Funds must effect those transactions outside the Clearing
Process, as described further below.
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 a 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 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 applicable Fund are in place for payment of the Cash Component and any other cash amounts which
may be due, and
49
(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 each Fund, and such 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 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.
APs purchasing Creation Units of Shares of International Equity Funds must have international
trading capabilities. Once the Custodian has been notified of an order to purchase Creation
Units of an International Equity Fund, it will provide such information to the relevant sub-custodian(s) of
each such Fund. The Custodian shall then cause the sub-custodian(s) of each such Fund to maintain an account
into which the AP shall deliver, on behalf of itself or the party on whose behalf it is acting, the
Portfolio Deposit. Deposit Securities must be maintained by the applicable local sub-custodian(s).
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 a 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 that 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, 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.
50
Issuance of a Creation Unit
Except as provided herein, a Creation Unit will not be issued until the transfer of
good title to the applicable Fund of the Deposit Securities and the payment of the Cash Component have
been completed.
Notwithstanding the foregoing, a 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 equity Funds and 2:00 p.m., Eastern time
on such date for Fixed-Income Funds). 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 a
Fund for losses, if any, resulting therefrom. The Trust may use such collateral at any time to buy Deposit
Securities for the Funds, 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.
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—Domestic Equity Funds. 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).
Outside the Clearing Process—International Equity Funds. Deposit Securities must be delivered to an account maintained at the applicable local sub-custodian on or before 11:00 a.m.,
Eastern time, on the Contractual Settlement Date. The “Contractual Settlement Date” is the earlier of (i) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which
may be due are delivered to the Trust and (ii) the latest day for settlement on the customary settlement
cycle in the jurisdiction where any of the securities of the relevant Fund are customarily traded. The AP also
must make available by the Contractual Settlement Date funds estimated by the Trust to be sufficient to pay
the Cash Component, if any. For Creation Units issued principally for cash, 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
51
Contractual Settlement Date. When the sub-custodian confirms to the Custodian that
the required securities included in the Portfolio Deposit (or, when permitted in the sole discretion of the
Trust, the cash value thereof) have been delivered to the account of the relevant sub-custodian, the Custodian shall
notify the Distributor and Transfer Agent, and the Trust will issue and cause the delivery of the Creation
Unit of Shares via DTC so as to be received by the purchaser no later than 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—Fixed-Income Funds. 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 Euroclear, DTC and/or Fed Book-Entry, and (ii) the Cash Component,
if any, through the Federal Reserve Bank wire system. Such Deposit Securities and Cash Component must
each be received by the Transfer Agent by 11:00 a.m., Eastern time on the Contractual Settlement Date.
Otherwise, the creation order shall be canceled. At that time, the Transfer Agent shall initiate procedures
to transfer the Creation Unit of 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 each Fund are subject to an administrative
fee, payable to BNY, 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 each Fund; however, BNY 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 BNY. These fees may be changed by the Trust.
|
Fund
|
Base
Administrative Fee
(Payable to BNY)
|
Maximum
Administrative Fee
(Payable to BNY)
|
|
Invesco BulletShares 2036 Corporate Bond
ETF
|
$250
|
$1,000
|
|
Invesco BulletShares 2034 High Yield
Corporate Bond 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 a 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 a
Fund and are charged to defray the transaction cost to a 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 a 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. A 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
a Fund. There can be no assurance that there will be sufficient liquidity in the public trading market
at any time to permit assembly of 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
52
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 a 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).
If it is not possible to effect deliveries of the Fund Securities, the Trust may in
its discretion exercise its option to redeem such Shares in cash, and the redeeming Beneficial Owner will be required
to receive its redemption proceeds in cash. When cash redemptions are permitted or required, Creation
Units of a Fund will be redeemed for cash in an amount equal to the NAV of its Shares next determined after
a redemption request is received (minus any redemption transaction fees imposed, as specified above) (the “Cash Redemption Amount“) (see “—Cash Redemptions” below).
Cash Redemptions. A 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 each Fund’s Prospectus. In addition, an investor may request a redemption in cash that a 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 each 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 of Domestic Equity Funds 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”). As noted above, the Clearing Process is not currently available for redemptions of Creation Units of International
Equity Funds or Fixed Income Funds; accordingly, APs seeking to redeem Shares of such Funds must effect
such transactions outside the Clearing Process.
53
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 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 a Fund are in place for the AP
to transfer or cause to be transferred to a Fund the Creation Unit of such 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 a 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.
In the case of Shares of International Equity Funds, upon redemption of Creation Units
and taking delivery of the Fund Securities into the account of the redeeming shareholder or an
AP acting on behalf of such investor, such person must maintain appropriate custody arrangements with a broker-dealer,
bank or other custody provider in each jurisdiction in which any of such Fund Securities are
customarily traded.
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 a 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 a 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
54
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 a 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 (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—Domestic Equity Funds. 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).
Outside the Clearing Process—International Equity Funds. A redeeming AP must maintain appropriate securities broker-dealer, bank or other custody arrangements to which account such
in-kind redemption proceeds will be delivered. If neither the redeeming beneficial owner nor the AP acting
on its behalf has appropriate arrangements to take delivery of the Fund Securities in the applicable
jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries
of the Fund Securities in such jurisdiction, the beneficial owner will be required to receive its redemption
proceeds in cash.
Arrangements satisfactory to the Trust must be in place for the AP to transfer Creation
Units through DTC on or before the settlement date. At that time, the Transfer Agent shall initiate
procedures to transfer the requisite Fund Securities through DTC and the global sub-custodian network 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).
Outside the Clearing Process—Fixed Income Funds. An AP that is a DTC Participant (or Euroclear participant) making a redemption request outside the Clearing Process is required
to transfer to the Transfer Agent: (i) the requisite Shares through DTC or Euroclear, 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 2:00 p.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, a 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 a 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 a 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
55
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 a Fund from delivering securities within the normal settlement period. However,
in no case will a 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
a Fund (sometimes referred to as 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 a 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 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 a 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 Funds
Each Fund intends to elect and qualify each year as a “regulated investment company” (sometimes referred to as a “RIC”) under Subchapter M of the Code. If a Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e.,
generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses
without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term
capital gains over net short-term capital losses) that it distributes.
Qualification as a RIC. In order to qualify for treatment as a RIC, a 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.
56
In some circumstances, the character and timing of income realized by a 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 a 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,
a 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, a Fund is permitted to pay a tax for certain failures
to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable
cause and not willful neglect.
Each Fund may use “equalization” (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If a Fund uses equalization, 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, each 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. If the
IRS determines that a 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 a 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 a 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 a Fund will not qualify as a RIC in any given tax year. Even if such savings provisions
apply, a 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 a 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 a 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 a 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, a 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.
Capital loss carryovers. The capital losses of a Fund, if any, do not flow through to shareholders. Rather,
a 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 a 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
57
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 a Fund’s shareholders could result from an ownership change. Each Fund undertakes no obligation to avoid or prevent an ownership change, which
can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free
reorganization with another fund. Moreover, because of circumstances beyond the Funds’ control, there can be no assurance that a Fund will not experience, or has not already experienced, an ownership change.
Deferral of late year losses. Each 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.
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. A Fund may retain or distribute to shareholders its net capital gain for each taxable year. Each Fund currently intends to distribute net capital gains. If a 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 a 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.
Federal excise tax. To avoid a 4% non-deductible excise tax, a 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. A 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, a 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, a 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 a Fund having to pay an excise tax.
58
Purchase of Shares. As a result of tax requirements, the Trust, on behalf of a 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 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 a 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 Funds 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 a 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, a 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 a 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, a 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 a 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. Each Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by
a 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. Each Fund receives income generally in the form of dividends and/or interest on its investments. Each 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 a 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 a Fund owned the investments that generated them, rather than how long a shareholder has owned
his or her Shares. In general, a 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 is taxed in the hands of individuals and other noncorporate shareholders
at the rates
59
applicable to long-term capital gain. Qualified dividend income means dividends paid
to a 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 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 a 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 a 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, a 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 a 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 a Fund’s total assets at the end of a fiscal year is invested in foreign securities, or if a 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
60
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.
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 a Fund due to certain limitations that may apply. Each 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 a 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 a 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 a 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 a 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 a 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
61
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 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.
If a 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 a 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 Funds.
In general. In general, gain or loss recognized by a Fund on the sale or other disposition of
portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term
or short-term depending, in general, upon the length of time a particular investment position is
maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally
will be eligible for long-term capital gain or loss treatment. The application of certain rules described
below may serve to alter
62
the manner in which the holding period for a security is determined or may otherwise
affect the characterization as long-term or short-term, and also the timing of the realization
and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a Fund at a market discount (generally, at a price less than its principal amount) will
be treated as ordinary income to the extent of the portion of the market discount that accrued during the
period of time the Fund held the debt obligation unless the Fund made a current inclusion election to accrue market
discount into income as it accrues. If a Fund purchases a debt obligation (such as a zero coupon security
or pay-in-kind security) that was originally issued at a discount, the Fund generally is required to include
in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a 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, a Fund may have to sell portfolio securities that it otherwise might have continued
to hold or to use cash flows from other sources such as the sale of Shares.
Investments in debt obligations that are at risk of or in default present tax issues
for a Fund. Tax rules are not entirely clear about issues such as whether and to what extent a Fund should recognize
market discount on a debt obligation, when a Fund may cease to accrue interest, original issue discount
or market discount, when and to what extent a Fund may take deductions for bad debts or worthless securities
and how a Fund should allocate payments received on obligations in default between principal and
income. These and other related issues will be addressed by a Fund in order to ensure that it distributes
sufficient income to preserve its status as a RIC.
Options, futures, forward contracts, swap agreements and hedging transactions. In general, option premiums received by a Fund are not immediately included in the income of the Fund.
Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder,
or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option
written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally
will recognize capital gain or loss equal to (a) 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 a Fund pursuant
to the exercise of a put option written by it, the Fund generally will subtract the premium received from its
cost basis in the securities purchased. The gain or loss with respect to any termination of a 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 a Fund expires unexercised, the Fund generally will recognize short-term gain equal
to the premium received.
The tax treatment of certain futures contracts entered into by a Fund, as well as
listed non-equity options written or purchased by the Fund on U.S. exchanges (including options on futures contracts,
broad-based equity indices and debt securities), may be governed by section 1256 of the Code (section
1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and
40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses
from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a Fund
at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed
under the Code) are “marked-to-market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss,
as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest
rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar
agreement.
In addition to the special rules described above in respect of options and futures transactions, a 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
63
rules may affect whether gains and losses recognized by a Fund are treated as ordinary
or capital or as short-term or long-term, accelerate the recognition of income or gains to the Fund,
defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because
the tax rules applicable to derivative financial instruments are in some cases uncertain under current law,
an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance
could be retroactive) may affect whether a Fund has made sufficient distributions and otherwise satisfied
the relevant requirements to maintain its qualification as a RIC and avoid a fund-level tax.
Certain of a 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 a 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 a 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. A 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 a 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, a fund may make
an election to treat such gain or loss as capital.
PFIC investments. A Fund may invest in securities of foreign companies that may be classified under
the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half
of its assets constitute investment-type assets or 75% or more of its gross income is investment-type
income. When investing in PFIC securities, a Fund intends to mark-to-market these securities under
certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the 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 a Fund
is required to distribute, even though it has not sold or received dividends from these securities.
You should also be aware that the designation of a foreign security as a PFIC security will cause its income
dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally
will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a Fund.
Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying
PFICs, a Fund can give no assurances that it will be able to identify portfolio securities in foreign corporations
that are PFICs in time for the Fund to make a mark-to-market election. If a Fund is unable to identify an
investment as a PFIC and thus does not make a mark-to-market election, the Fund may be subject to U.S. federal
income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges
in the nature of interest may be imposed on a Fund in respect of deferred taxes arising from such distributions
or gains.
Investments in non-U.S. REITs. While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a Fund in a non-U.S.
REIT may subject the Fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and
other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The Fund’s pro rata share of any such taxes will reduce the Fund’s return on its investment. A 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.”
64
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 Funds—Foreign income tax.” Also, a Fund in certain limited circumstances may be required to file an income tax
return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT
under rules similar to those in the United States which tax foreign persons on gain realized from dispositions
of interests in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain
distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a Fund will be treated as long-term capital
gains by the Fund and, in turn, may be distributed by the Fund to its shareholders as a capital gain distribution.
Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a Fund, may distribute this excess cash
to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner
that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning
the taxable income of the U.S. REIT would be subject to federal income tax at 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 a 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 a Fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to each Fund with respect to any income it
receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely,
through an investment in a U.S. REIT. It is unlikely that these rules will apply to a Fund that has a non-REIT
strategy.
Investments in partnerships and QPTPs. For purposes of the Income Requirement, income derived by a Fund from a partnership that is not a QPTP will be treated as qualifying income only
to the extent such income is attributable to items of income of the partnership that would be qualifying
income if realized directly by the Fund. While the rules are not entirely clear with respect to a fund investing
in a partnership outside a master-feeder structure, for purposes of testing whether a 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
65
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 a Fund from an interest in a QPTP will be treated as qualifying income, but the Fund
may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance
that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such
failure to annually qualify as a QPTP might, in turn, cause a Fund to fail to qualify as a RIC. Although, in general,
the passive loss rules of the Code do not apply to RICs, such rules do apply to a Fund with respect to items
attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result
in the Fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
If an 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 a 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, a 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. A 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 a 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 a 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 a 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 exchange-traded note or ETN issued in the form of an unsecured
obligation that pays a return based on the performance of a specified market index, exchange currency,
or commodity) is often, but not always, treated as a contract to buy or sell the reference property
rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but
not always, treated as equity rather than debt. Dividends received 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.
66
Securities Lending. While securities are loaned out by a Fund, the Fund generally will receive from the
borrower amounts equal to any dividends or interest paid on the borrowed securities.
For federal income tax purposes, payments made “in lieu of” dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of federal income taxation for individuals on
qualified dividends income, if 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 a 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 a Fund.
For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, a 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 a 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 a 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.
A Fund may report interest-related dividends or short-term capital gain dividends,
but reserves the right not to do so. Additionally, a 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
67
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.
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 a 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 a 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 a Fund
is classified as a QIE, anti-avoidance rules apply to certain wash sale transactions. Namely, if a 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 a 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, a 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
68
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 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 a 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 a 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 a 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.
69
DETERMINATION OF NAV
The NAV for each Fund will be calculated and disseminated daily on each day that the
NYSE is open for trading. The Custodian normally calculates a Fund’s NAV as of the regularly scheduled close of business of the NYSE (normally 4:00 p.m., Eastern time). A 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 a 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 Funds’ 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 a Fund may hold or transact in the same securities in smaller, odd lot sizes. Odd lots often
trade at lower prices than institutional round lots, 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. Private 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 a 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 a 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 Funds, 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
70
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.
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 a 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 a Fund could sell
a portfolio security for the value established for it at any time, and it is possible that a Fund would incur a
loss if a security is sold at a discount to its established value. Because the Funds seek to track an Underlying Index,
the use of fair value pricing could result in a difference between the prices used to calculate a Fund’s NAV and the prices used by the Fund’s Underlying Index, which may increase the Fund’s tracking error.
Additional information regarding the current NAV per share of each 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 each 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 each 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 each
Fund. On the date that distributions of net investment income and net realized capital gains are paid, the
NAV of your Shares will decrease by the per Share amount of the distribution paid.
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 Funds' independent registered public accounting
71
firm. PwC audits the Funds’ annual financial statements and assists in the preparation and/or review of each Fund’s federal and state income tax returns.
FINANCIAL STATEMENTS
The Funds have not yet commenced operations and therefore have no performance history
or financial information as of the date of this SAI. The audited financial statements for the Funds will appear in the Trust’s Form N-CSR filed with the SEC and on the Funds’ website when available. When available, you may request a copy of the Funds’ financial statements at no charge by calling 800.983.0903 during normal business hours.
72
APPENDIX A
Invesco’s Policy Statement on Global Corporate Governance and Proxy Voting
Effective March 2026
Contents
|
|
|
|
|
I.
|
Introduction
|
A-1
|
|
A.
|
Our Approach to Proxy Voting
|
A-1
|
|
B.
|
Scope 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.
|
Proxy Voting Administration
|
A-3
|
|
D.
|
Retention and Oversight of Proxy Service Providers
|
A-4
|
|
E.
|
Disclosures and Recordkeeping
|
A-4
|
|
F.
|
Market and Operational Limitations
|
A-5
|
|
G.
|
Securities Lending
|
A-6
|
|
H.
|
Conflicts of Interest
|
A-6
|
|
I.
|
Voting of Affiliated Holdings and Funds of Funds
|
A-7
|
|
J.
|
Review of Policy
|
A-8
|
|
|
|
|
|
III.
|
Our Good Governance Principles
|
A-8
|
|
A.
|
Transparency
|
A-9
|
|
B.
|
Accountability
|
A-10
|
|
C.
|
Board Composition and Effectiveness
|
A-11
|
|
D.
|
Capitalization
|
A-14
|
|
E.
|
Environmental and Social Issues
|
A-15
|
|
F.
|
Executive Compensation and Performance Alignment
|
A-15
|
|
|
Exhibit A
|
A-17
|
|
|
Exhibit B
|
A-18
|
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. The policy generally applies where Invesco invests and manages investments
on behalf of its clients and has been delegated proxy voting authority.
A.
Our Approach to Proxy Voting
Proxy voting is an integral aspect of the investment management services Invesco 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
A-1
and their investment objectives. We recognize that proxy voting is an important tool
that enables us to drive long-term shareholder value.
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.
Scope of Policy
Invesco’s investment teams vote proxies on behalf of Invesco 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. Additionally, eligible exchange-traded funds may participate in Invesco’s Proxy Voting Choice Program Pilot. Eligible funds are listed in Exhibit B.
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 Global Corporate Governance & Advisory team to maintain and facilitate the review
of the Procedures annually.
A.
Oversight and Governance
The Global Corporate Governance & Advisory team and the Global Invesco Proxy Advisory
Committee (“Global IPAC”) provides oversight of the proxy voting process. 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, Investment Stewardship and Government Affairs departments may also participate in
Global IPAC meetings. The Global Head of Corporate Governance & Advisory chairs the committee.
The Global IPAC provides a forum for investment teams 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 Global Corporate Governance & Advisory 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,
A-2
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
When making voting decisions, Invesco’s investment teams may take a wide array of factors into consideration and may utilize information from various sources, including, but not
limited to, company filings, company site visits, management engagements, industry trade groups, third-party
research, internal proprietary research and Invesco’s internal Good Governance Principles set out in Section III of this policy.
Our Global Voting Policy and Good Governance Principles apply to all relevant asset
classes, however, there may be different approaches to voting for certain asset classes. For example,
voting decisions with respect to investments in fixed income securities and privately held securities
will generally be made by the relevant investment teams based on their evaluation of the specific transactions
or matters under consideration. In the event this Policy or Invesco’s Good Governance Principles do not provide a vote recommendation, and an investment team does not make a voting decision, Invesco
will vote the proxy item consistent with the recommendation of the issuer.
Invesco’s investment teams are supported by a centralized investment stewardship function, including the Global Corporate Governance & Advisory team which evaluates proxy proposals. For
certain investment teams of actively-managed products, the Global Corporate Governance & Advisory
team evaluates proxy ballot items, analyzes proxy proposals to facilitate decision-making
by the investment teams, and casts votes in accordance with the investment team’s instructions. For certain passively-managed investment strategies that seek to track an index, the Global Corporate Governance
& Advisory team may evaluate and execute votes on proposals that meet pre-defined criteria,
including materiality thresholds. This team may utilize information from various sources, including
but not limited to company filings, management engagements, industry trade groups, third-party research,
internal proprietary research and the Good Governance Principles in Section III of this Policy.
Investment teams retain discretion to vote proxies independently of, or consistent with, this Policy,
the Good Governance Principles and any recommendations from the Global Corporate Governance & Advisory
team. There may also be instances where different investment teams reach different positions on
voting issues for the same proxy.
C.
Proxy Voting Administration
At Invesco, investment teams execute voting decisions through our proprietary voting
platform and are supported by the Global Corporate Governance & Advisory team and a dedicated technology
team. Invesco’s proprietary voting platform streamlines the proxy voting process by providing our 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 Global Corporate Governance & Advisory 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 are designed to 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
A-3
voting guidelines. To efficiently execute proxy voting for clients’ holdings, votes may be cast by Invesco or via the Proxy Service Providers Web platform at our direction.
D.
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.
To the extent Proxy Service Providers consider non-financial factors in their proxy research and recommendations,
Invesco may take that into account when evaluating their proxy research and recommendations.
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 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 investment teams 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 Global Corporate Governance & Advisory team periodically monitors for these research alerts issued by Proxy Service Providers
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 reviews the System and Organizational Controls (“SOC”) Reports for Proxy Service Providers to confirm that their related controls were in place and to provide reasonable assurance
that the related controls operated effectively.
E.
Disclosures and Recordkeeping
This Policy is maintained by the Global Corporate Governance and Advisory team and
accessible on the Invesco website. Records of votes cast by Invesco on behalf of clients are retained
electronically for at least seven (7) years unless otherwise required by local or regional requirements by Invesco’s Technology Department and by our Proxy Service Provider. 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 30
for each U.S. registered fund. In addition, Invesco, as an institutional investment manager that
is required to file
A-4
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 31 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 UK Financial Conduct Authority’s Conduct of Business Sourcebook (“UK COBS”), 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 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 the SEBI Master Circular
for Mutual Funds dated June 27, 2024 (as amended from time to time),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.
F.
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
A-5
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 sold them prior to the meeting date.
●
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.
G.
Securities Lending
Invesco’s funds may participate in a securities lending program. In circumstances where Invesco fund 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 recall all securities on loan systematically in a timely manner on a best efforts basis 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.
H.
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-6
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 Global Corporate Governance & Advisory team. These
criteria are monitored and updated periodically by the Global Corporate Governance & Advisory team
so up-to-date information is available when conducting conflicts checks. Operating procedures and
associated governance are designed 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 of the Sub-committee.
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 instruct “abstain” on proxies issued by Invesco Ltd. that are held in client accounts. If an “abstain” vote is not operationally possible, Invesco will not vote the shares.
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.
I.
Voting of Affiliated Holdings and 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, securities issued by an Invesco fund held by other
Invesco funds will be voted in the same proportion as the votes of external holders of the
underlying fund. If such proportional voting is not operationally possible, Invesco will not vote the
securities.
●
When required by law or regulation, securities issued by an unaffiliated registered
fund held by one or more Invesco funds will be voted in the same proportion as the votes of external
holders of the underlying fund. If such proportional voting is not operationally possible, Invesco
will not vote the securities.
●
For U.S. funds of funds where proportional voting is not required by law or regulation,
securities issued by Invesco funds held by other Invesco funds generally will be voted in the
same proportion as the votes of external holders of the underlying fund. If such proportional voting
is not operationally
A-7
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,
securities issued by unaffiliated registered funds held by one or more Invesco funds generally
will be voted in the same proportion as the votes of external holders 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.
●
Securities issued by 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 in line with the firm level conflicts
of interest process described above.
●
Where client accounts are invested directly in securities issued by Invesco affiliates
and Invesco has proxy voting authority, securities will be voted in the same proportion as the votes
of external shareholders of the underlying securities. If proportional voting is not possible,
the securities will be voted in line with a Proxy Service Provider’s recommendation.
●
Where Invesco invests in its own products (either as seed capital or otherwise), securities
will be voted in line with recommendations of the issuer’s management or board.
●
Unless it decides to solicit investor instructions, Invesco shall not vote the securities
of an Invesco fund held by a fund, client or proprietary account managed by Invesco Canada Ltd.
J.
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 that this Policy and the internal proxy voting guidelines remain consistent with clients’ best interests, regulatory 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 Global Corporate Governance & Advisory 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 facts and circumstances applicable to each
company, issue, and individual ballot item. These include relevant market laws and regulations, country-specific
best practices or corporate governance codes, the issuer’s public disclosures, internal research, input from external research providers, and any dialogue we have had with company management. As a result, investment
teams may reach different conclusions on portfolio companies and may cast different votes at
the same shareholder meeting. When investment teams choose to vote a proxy that is contrary to the principles
below or internal proxy voting guidelines, they are required to document their rationales.
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
A-8
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 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 generally consider the following factors when evaluating related party transactions, 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
A-9
●
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.
●
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 anti-takeover 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 or bylaws at operating companies that may be utilized for anti-takeover 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 generally will not support proposals
to prohibit shareholders’ right to call special meetings.
A-10
●
Shareholder ability to act by written consent: Generally, we 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, we 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 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).
●
We may support 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), if companies fulfill their 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. In particular, 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.
A-11
Board and committee independence: The board of directors, board committees and regional equivalents should be sufficiently independent from management, substantial shareholders
and should be free from 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 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 not disclosed or 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.
Other Board Qualifications: In our view, an effective board should be comprised of qualified and engaged directors with a mix of skills, experience, perspectives and characteristics.
We recognize that the presence of a variety of these factors in the boardroom may contribute to robust
challenge, debate, and innovation, and allows the board to make informed judgements. We expect companies
to comply
A-12
with their local market legal requirements or listing standards for board diversity
and to the extent that a company fails to comply with such requirements, Invesco will generally vote against
the nominating committee chair, or nearest equivalent. Invesco will also consider the professional
experience of the individuals on the board and how they underpin the company’s performance and long-term shareholder value, among other factors.
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 variety of director viewpoints and experience. It is our view that 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.
Governance failures: A board of directors is ultimately responsible for overseeing management and ensuring that proper governance, oversight and control mechanisms are in place at
the company it oversees. Invesco considers the adequacy of a company's response to material oversight
failures when determining whether any voting action is warranted. Invesco may take voting action
against director nominees in response to material failures of governance, risk oversight or fiduciary
responsibilities at the company that adversely affect shareholder value. This may include, bribery, fines
or sanctions from regulatory bodies, demonstrably poor risk oversight, or adverse legal judgments, among
other things. 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.
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.
A-13
●
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.
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.
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 generally 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 anti-takeover 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, 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 and Social Issues
Shareholder proposals addressing environmental and social issues: We recognize environmental and social shareholder proposals are nuanced and require company specific analysis,
and therefore, Invesco will analyze such proposals on a case-by-case basis. When analyzing such proposals,
we will consider the following factors, among others:
●
whether we consider the adoption of such proposal would promote long-term shareholder
value;
●
the materiality of the issue(s) being raised;
●
whether there are fines or litigation, significant controversies including reputational
risks associated with the company’s practices or policies related to the issue(s) raised in the proposal;
●
the board’s written response to the proposal in the proxy and whether the company has already responded or taken action to appropriately address the issue(s) raised in the proposal;
●
Additionally, Invesco may consider the company's existing level of disclosure and
track record on environmental and social issues or if the company already complies with relevant local
laws and regulations as it relates to the issue(s) raised in the proposal; the intentions of
the proponent(s) and how they impact the company’s long-term economic success; if the proposal requests greater transparency or disclosure to make an informed assessment; and whether the proposal’s requested action is unduly burdensome (scope or timeframe) or overly prescriptive.
F.
Executive Compensation and Performance Alignment
Invesco supports compensation policies 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;
A-15
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.
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 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 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 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
Exhibit B
The Invesco Proxy Voting Choice Program (the “Proxy Voting Choice”) is available to certain eligible clients and shareholders and provides the ability to choose from a menu of distinct
voting policy options that support different voting objectives. As implemented through Invesco’s internal Proxy Voting Choice procedures, clients or shareholders that participate in Proxy Voting Choice have the
option of selecting a voting policy option which directs how their proportionate shares of the eligible
product are voted at corporate shareholder meetings. Invesco Proxy Voting Choice aims to facilitate greater
alignment of proxy voting with eligible client/shareholder interests with respect to the products
specified below.
The Proxy Voting Choice pilot program is available to shareholders of the following
products:
●
Invesco S&P 100 Equal Weight ETF
A-18
Invesco Exchange-Traded Self-Indexed Fund Trust
PART C. OTHER INFORMATION
Item 28. Exhibits.
|
Exhibit
Number
|
Description
|
||
|
(a)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
(2)
|
(a)
|
|
|
|
|
(b)
|
|
|
(b)
|
|
|
|
|
(c)
|
|
(1)
|
|
|
|
|
(2)
|
|
|
(d)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
(2)
|
|
|
|
|
(3)
|
|
|
|
(e)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
(f)
|
|
|
Not applicable.
|
|
(g)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
|
(2)
|
|
|
|
(h)
|
(1)
|
(a)
|
|
|
|
|
(b)
|
|
|
|
|
(c)
|
|
|
|
|
(d)
|
|
|
|
(2)
|
(a)
|
|
|
Exhibit
Number
|
Description
|
||
|
|
|
(b)
|
|
|
|
(3)
|
|
|
|
|
(4)
|
|
|
|
|
(5)
|
|
|
|
(i)
|
|
|
|
|
(j)
|
|
|
Consent of Independent Registered Public Accounting Firm – None
|
|
(k)
|
|
|
Not applicable.
|
|
(l)
|
|
|
Not applicable.
|
|
(m)
|
|
|
Not applicable.
|
|
(n)
|
|
|
Not applicable.
|
|
(o)
|
|
|
Not applicable.
|
|
(p)
|
|
|
|
|
(q)
|
|
|
|
|
|
|
||
|
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.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
||
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
||
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
||
|
|
|||
|
(1)
|
Incorporated by reference to the Trust’s initial Registration Statement on Form N-1A, filed on October 20, 2017.
|
||
|
(2)
|
Incorporated by reference to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A, filed on
March 30, 2018.
|
||
|
(3)
|
Incorporated by reference to Post-Effective Amendment No. 3 to the Trust’s Registration Statement on Form N-1A, filed on
May 17, 2018.
|
||
|
(4)
|
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.
|
||
|
(5)
|
Incorporated by reference to Post-Effective Amendment No. 26 to the Trust’s Registration Statement on Form N-1A, filed on
November 21, 2018.
|
||
|
(6)
|
Incorporated by reference to Post-Effective Amendment No. 30 to the Trust’s Registration Statement on Form N-1A, filed on
December 28, 2018.
|
||
|
(7)
|
Incorporated by reference to Post-Effective Amendment No. 53 to the Trust’s Registration Statement on Form N-1A, filed on
September 4, 2019.
|
||
|
(8)
|
Incorporated by reference to Post-Effective Amendment No. 400 to the Invesco Actively
Managed Exchange-Traded Fund
Trust’s Registration Statement on Form POS EX, filed on April 24, 2020.
|
||
|
Exhibit
Number
|
Description
|
||
|
(9)
|
Incorporated by reference to Post-Effective Amendment No. 96 to the Trust’s Registration Statement of Form N-1A, filed on
December 18, 2020.
|
||
|
(10)
|
Incorporated by reference to Post-Effective Amendment No. 113 to the Trust’s Registration Statement of Form N-1A, filed on
September 8, 2021.
|
||
|
(11)
|
Incorporated by reference to Post-Effective Amendment No. 552 to the Invesco Actively
Managed Exchange-Traded Fund
Trust’s Registration Statement on Form N-1A, filed on July 9, 2024.
|
||
|
(12)
|
Incorporated by reference to Post-Effective Amendment No. 37 to the Invesco QQQ Trust, Series 1’s Registration Statement on
Form N-1A, filed on December 19, 2025.
|
||
|
(13)
|
Incorporated by reference to Post-Effective Amendment No. 868 to the Invesco Exchange-Traded Fund Trust II’s Registration
Statement on Form N-1A, filed on February 20, 2026.
|
||
|
(14)
|
Incorporated by reference to Post-Effective Amendment No. 190 to the Trust’s Registration Statement on Form N-1A, filed on
March, 20, 2026.
|
||
|
*
|
Filed 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 statutory trust and is operated pursuant to an Agreement and Declaration of Trust, dated October 30, 2015 (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 this 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 or the applicable Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him 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 or the applicable Series 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 merger
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 Bylaws 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 Bylaws.
Item 31. Business and Other Connections of the Investment Adviser.
Reference is made to the caption “Management of the Fund” in each Prospectus constituting Part A, which are 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 30, 2026 (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.
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
Invesco QQQ Trust, Series 1
(b) The following are the Officers and Directors of Invesco Distributors, Inc., the Registrant’s underwriter.
|
NAME AND PRINCIPAL
BUSINESS ADDRESS*
|
POSITIONS AND OFFICES
WITH REGISTRANT
|
POSITIONS AND OFFICES
WITH UNDERWRITER
|
|
Rocco Benedetto
|
None
|
Director and Senior Vice President
|
|
Brian Kramer
|
None
|
Director
|
|
John McDonough
|
None
|
Director, Chief Executive Officer and
President
|
|
Terry Gibson Vacheron
|
None
|
Executive Vice President
|
|
Mark W. Gregson
|
None
|
Chief Financial Officer, Controller and
Financial and Operations Principal
|
|
Trisha B. Hancock
|
None
|
Chief Compliance Officer and Senior
Vice President
|
|
David Borrelli
|
None
|
Senior Vice President
|
|
Frank Dotro
|
None
|
Senior Vice President
|
|
George Fahey
|
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
|
|
Vanessa Touma
|
None
|
Senior Vice President
|
|
Melanie Ringold
|
Chief Legal Officer
|
Secretary
|
|
Greg Ketron
|
None
|
Treasurer
|
|
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 Exchange-Traded Self-Indexed 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 2nd day
of June, 2026.
|
Invesco Exchange-Traded Self-Indexed 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
|
June 2, 2026
|
|
Brian Hartigan
|
|
|
|
/s/ Kelli Gallegos
|
Treasurer
|
June 2, 2026
|
|
Kelli Gallegos
|
|
|
|
/s/ Adam Henkel
|
Secretary
|
June 2, 2026
|
|
Adam Henkel
|
|
|
|
*/s/ Ronn R. Bagge
|
Vice Chairman and Trustee
|
June 2, 2026
|
|
Ronn R. Bagge
|
|
|
|
*/s/ Todd J. Barre
|
Trustee
|
June 2, 2026
|
|
Todd J. Barre
|
|
|
|
*/s/ Victoria J. Herget
|
Trustee
|
June 2, 2026
|
|
Victoria J. Herget
|
|
|
|
*/s/ Marc M. Kole
|
Trustee
|
June 2, 2026
|
|
Marc M. Kole
|
|
|
|
*/s/ Yung Bong Lim
|
Trustee
|
June 2, 2026
|
|
Yung Bong Lim
|
|
|
|
*/s/ Joanne Pace
|
Trustee
|
June 2, 2026
|
|
Joanne Pace
|
|
|
|
*/s/ Gary R. Wicker
|
Trustee
|
June 2, 2026
|
|
Gary R. Wicker
|
|
|
|
*/s/ Donald H. Wilson
|
Chairman and Trustee
|
June 2, 2026
|
|
Donald H. Wilson
|
|
|
|
*By: /s/ Adam Henkel
|
|
June 2, 2026
|
|
Adam Henkel
|
|
|
|
Attorney-In-Fact
|
|
|
*
Adam Henkel signs this Registration Statement pursuant to powers of attorney filed
with Post-Effective Amendment No. 190 to the Trust's Registration Statement and incorporated by reference herein.
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
- Hisense Celebrates FIFA World Cup 2026™ Kickoff with RGB MiniLED Innovation
- Enliven Therapeutics Announces Pricing of Upsized Public Offering of Common Stock and Pre-Funded Warrants
- Cars.com Announces Inducement Awards Under NYSE Listing Rule 303A.08
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!



Tweet
Share
